Alan Stewart
SOUNDTHINKINGAbout Alan Stewart
Alan R. Stewart is Chief Financial Officer and Secretary of SoundThinking (SSTI) and has served as CFO since February 2017; he was age 60 as of April 17, 2024, with a B.S. in Oceanography (U.S. Naval Academy, with distinction) and an M.B.A. (Harvard Business School) . His background includes over ten years as a submarine nuclear engineer in the U.S. Navy, senior finance and development roles at Epsilon Systems (2004–2014), and M&A advisory at RA Capital Advisors (2015–2017), plus ongoing board-service work through FIT Advisors, LLC since 2008 . Performance context: in 2023 the Company achieved revenue of $92.7M vs a $94M target (miss) and Adjusted EBITDA of $14.3M vs a $23.7M target (miss), while achieving Net Promoter Score 60+, Great Place to Work certification, and GAAP revenue attrition <1%; 2024 annual bonus payouts were set at 77.5% of target for NEOs based on Company performance . The compensation program now emphasizes formulaic annual bonus metrics and a 50/50 RSU/PSU LTI mix linked to 2026 total revenue and Adjusted EBITDA, aligning pay with multi-year value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RA Capital Advisors, LLC | Managing Director | 2015–2017 | Advised on M&A, private financings, restructurings |
| Epsilon Systems Solutions, Inc. | CFO; later Chief Development Officer | 2004–2014 | Led finance and corporate development functions |
| FIT Advisors, LLC | President & CEO | Since 2008 | Boutique consulting; currently provides board services through FIT Advisors |
| U.S. Navy | Submarine Nuclear Engineer | 10+ years (prior to business career) | Technical leadership and operations in nuclear submarine engineering |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FIT Advisors, LLC | Board services (via consulting platform) | Ongoing | Governance/finance advisory to clients; currently only board services |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid | Notes |
|---|---|---|---|---|
| 2023 | 360,000 | 55% | Paid in RSUs: 8,111 RSUs | RSUs granted in lieu of cash bonus; vesting on Feb 15, 2025 |
| 2024 | 378,000 | 55% | 161,123 | NEO payout set at 77.5% of target based on Company goal attainment |
| 2025 | No salary increase approved | 55% | — | At-will employment |
Performance Compensation
Annual Bonus Plan – Structure and 2024 Outcome
| Metric | Weighting | Target (2024 Plan) | Actual (2024) | Payout Mechanics | 2024 Outcome |
|---|---|---|---|---|---|
| Revenue growth | 25% | Company-set annual goals | Not disclosed | 50% payout at threshold; 150% at max | Overall bonus paid at 77.5% of target |
| Adjusted EBITDA margin | 25% | Company-set annual goals | Not disclosed | 50% payout at threshold; 150% at max | Overall bonus paid at 77.5% of target |
| Revenue retention | 25% | Company-set annual goals | Not disclosed | 50% payout at threshold; 150% at max | Overall bonus paid at 77.5% of target |
| ShotSpotter Net Promoter Score | 12.5% | Company-set annual goals | Not disclosed | 50% payout at threshold; 150% at max | Overall bonus paid at 77.5% of target |
| Great Place to Work Certification | 12.5% | Certification | Not disclosed | 50% payout at threshold; 150% at max | Overall bonus paid at 77.5% of target |
2023 Bonus – Targets vs Actual
| Metric | Target | Actual | Achievement |
|---|---|---|---|
| Revenue | $94M | $92.7M | Miss |
| Adjusted EBITDA | $23.7M | $14.3M | Miss |
| ShotSpotter NPS | 56+ | 60+ | Achieved |
| Great Place to Work | Certification | Earned | Achieved |
| GAAP Revenue Attrition | <1% | <1% | Achieved |
| Executive | Target Bonus Eligibility | Individual Attainment | Company Attainment | Total Weighted Attainment | 2023 Bonus Award |
|---|---|---|---|---|---|
| Alan R. Stewart | 9,542 RSUs | 110% | 60% | 85% | 8,111 RSUs |
Long-Term Incentive (LTI) Design and 2024 Grants
| Element | Structure | Metric | Measurement Period | Payout Scale | Split |
|---|---|---|---|---|---|
| RSUs | Time-based vesting | — | 3 years (ratable) | — | 50% of LTI |
| PSUs | Performance-based vesting | 2026 Total Revenue; 2026 Adjusted EBITDA | Vest based on 2026 results; settle in 2027 | 50% at threshold; 200% at max | 50% of LTI |
| 2024 Grant (Alan Stewart) | Units | Vesting | Grant/Valuation Detail |
|---|---|---|---|
| RSUs (granted Mar 1, 2024) | 18,222 | 8.33% quarterly from Mar 1, 2024 | Market value $237,979 as of Dec 31, 2024 ($13.06/share) |
| PSUs (granted Mar 1, 2024) | 12,148 + 12,148 (threshold disclosure) | Vest at end of 3 years, contingent on 2026 Rev & Adj. EBITDA | Market value $158,653 each as of Dec 31, 2024 ($13.06/share) |
| Bonus RSUs (granted Jan 30, 2024 to replace cash bonus) | 8,111 (earned for 2023) | Vest in full on Feb 15, 2025 | Market value $105,930 as of Dec 31, 2024 |
| Year | Stock Awards ($) | Of which PSUs grant-date fair value ($) | Max PSU fair value at highest performance ($) |
|---|---|---|---|
| 2023 | 663,187 | — | — |
| 2024 | 1,293,015 | 323,258 | 862,022 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 10, 2025)
| Item | Value |
|---|---|
| Shares Beneficially Owned | 176,723 |
| Ownership % of Outstanding (12,666,095 shares) | 1.4% |
Outstanding Equity Awards (Alan Stewart) – As of December 31, 2024
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSUs Market Value ($) | PSUs Unvested (#) | PSUs Market Value ($) |
|---|---|---|---|---|---|---|---|---|
| Mar 6, 2020 | 13,697 | — | 34.07 | Mar 5, 2030 | — | — | — | — |
| Mar 9, 2021 | 5,779 | 386 | 37.26 | Mar 9, 2031 | 692 | 9,038 | — | — |
| Feb 17, 2022 | 22,586 | 9,301 | 26.50 | Feb 16, 2032 | 5,915 | 77,250 | — | — |
| Feb 27, 2023 | 11,285 | 13,339 | 32.89 | Feb 27, 2033 | 8,552 | 111,689 | — | — |
| Sep 13, 2023 (Bonus RSUs) | — | — | — | — | 8,111 | 105,930 | — | — |
| Mar 1, 2024 (RSUs) | — | — | — | — | 18,222 | 237,979 | — | — |
| Mar 1, 2024 (PSUs) | — | — | — | — | — | — | 12,148 | 158,653 |
| Mar 1, 2024 (PSUs) | — | — | — | — | — | — | 12,148 | 158,653 |
RSU vesting schedules: 6.25% quarterly for 2021, 2022, 2023 grants; 8.33% quarterly for 2024 RSUs; Bonus RSUs vest fully on Feb 15, 2025 .
Market values are based on closing price $13.06 as of Dec 31, 2024 .
Options vest 1/48th monthly from grant; all options were out-of-the-money at $13.06 vs exercise prices of $26.50–$37.26 as of Dec 31, 2024 .
Ownership Policies and Alignment
- Stock ownership guidelines require 2x base salary for “All Other Officers” (CEO 6x; Directors 3x) and mandate retention of at least 50% of net shares from option exercises/RSU vesting until compliant, measured each December 31 .
- Hedging and pledging are prohibited (no derivatives, short sales, margin purchases, or pledging) under the insider trading policy .
Employment Terms
| Aspect | Detail |
|---|---|
| Employment letters | Initial offer Jan 2017; amended/restated March 2017; at-will employment |
| Base salary & target bonus | 2024 base $378,000; 2025 no increase; target bonus 55% for 2024–2025 |
| Severance (without cause; not death/disability) | 6 months of then-current base salary; acceleration of 6 months of vesting of then-unvested options |
| Change-in-control (qualifying termination within 12 months or resignation for good reason) | 100% acceleration of unvested options; severance benefits contingent on timely general release |
| Clawback | Incentive Compensation Recoupment Policy adopted November 2023 (Dodd-Frank compliant); SOX 304 reimbursement obligations for CEO/CFO upon misconduct-related restatement |
| Equity grant policy shift | Beginning in 2024, NEO grants expected to be RSUs/PSUs only; no further stock options anticipated |
Investment Implications
- Pay-for-performance alignment improved: 2024 bonuses tied to explicit financial (revenue growth, Adjusted EBITDA margin, revenue retention) and strategic metrics (NPS, Great Place to Work) with threshold/target/max payouts; LTI now 50% PSUs tied to 2026 revenue and Adjusted EBITDA, introducing multi-year, outcome-based vesting .
- Insider selling pressure likely clusters around quarterly RSU vest dates (6.25% or 8.33% schedules) and the Feb 15, 2025 Bonus RSU cliff vest; hedging/pledging bans reduce misalignment risk, while ownership guidelines require 2x salary in stock, encouraging net share retention .
- Option-driven selling risk is limited near-term: as of Dec 31, 2024, all option strikes ($26.50–$37.26) were above the $13.06 share price used for valuation, implying options were out-of-the-money at that date; current program shift away from options further dampens exercise-related sales .
- Governance feedback loop active: 2023 say-on-pay passed with ~68% support; subsequent adoption of clawback and stock ownership guidelines, plus formalized bonus metrics and PSU usage, indicate responsiveness to investors and tighter alignment with long-term value creation .