Matthew Booth
About Matthew Booth
Matthew Booth is Chief Executive Officer and a Class III director of Urgent.ly Inc. (ULY), serving as CEO and director since August 2022; he is 56 years old as of November 6, 2025 and holds a B.S. in Business (Finance) from Babson College . His prior experience includes leadership roles in software and technology, notably CEO of Connectivity (2013–2018) and Chief Strategy roles at BIA Kelsey (2006–2013), providing operational and strategic expertise relevant to ULY’s automotive and mobility data services . The company did not disclose TSR, revenue growth, or EBITDA growth targets tied to his pay; management reported that 2024 bonuses were not paid after consideration of performance against Company metrics, indicating outcome-based discipline without detailing specific KPIs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Urgent.ly Inc. | Chief Strategy Officer; Strategic Advisor | 2018–2019 (CSO Jan–Apr 2019); 2018–2019 (Advisor Aug 2018–Jan 2019) | Early strategy and advisory roles before CEO tenure |
| Connectivity | Chief Executive Officer; Advisor | 2013–2018 | Led customer intelligence solutions; operational leadership |
| BIA Kelsey | Chief Strategy Officer; Advisor | 2006–2013 (roles); advisor 2013–2015 | Media research and consulting; strategy leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company external directorships for Booth disclosed in proxy |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $380,000 | $503,846 |
| Target Bonus ($) | $350,000 (raised to $350,000 effective Oct 19, 2023) | $350,000 eligibility under 2025 A&R employment agreement |
| Actual Bonus Paid ($) | $350,000 (2023 annual bonus) | $0 (no 2024 bonus paid after performance review) |
| Stock Awards ($) | $1,820,185 (RSU grant-date fair value) | $108,623 (RSU grant-date fair value) |
| All Other Compensation ($) | $0 | $464 (life insurance premiums) |
| Total Compensation ($) | $2,550,185 | $612,934 |
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Company performance metrics (not itemized) | Not disclosed | Not disclosed | Not disclosed | 2023: $350,000; 2024: $0 | Committee stated 2024 bonuses not payable after review against company metrics; specific KPIs not listed |
Equity Awards (RSUs and Options)
| Award Type | Grant Date | Shares Granted | Vesting Schedule | As-of-Date Market Value ($) | Notes |
|---|---|---|---|---|---|
| RSU | 10/19/2023 | 7,233 | 2 equal annual installments beginning 2/20/2025 | $44,268 (at $6.12 on 12/31/2024) | |
| RSU | 11/17/2023 | 9,375 | 3 equal annual installments beginning 10/19/2025 | $57,375 (at $6.12 on 12/31/2024) | |
| RSU | 11/07/2024 | 15,833 | 4 equal annual installments beginning 11/07/2025 | $96,900 (at $6.12 on 12/31/2024) | |
| Stock Options (exercisable) | 04/02/2019 | 92 | Fully vested; $1,015.20 strike; exp. 04/01/2029 | — | Fully vested and immediately exercisable |
| Stock Options (exercisable) | 02/05/2020 | 199 | Fully vested; $1,069.20 strike; exp. 02/04/2030 | — | Fully vested and immediately exercisable |
| Stock Options (exercisable) | 12/15/2020 | 254 | Fully vested; $1,490.40 strike; exp. 12/14/2030 | — | Fully vested and immediately exercisable |
Implications: RSU vesting dates create potential periodic supply (e.g., February 20, October 19, and November 7 cycles), though hedging and pledging are prohibited, which mitigates forced-selling risk .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (shares) | % of Shares Outstanding | Breakdown/Notes |
|---|---|---|---|
| 04/15/2024 | 67,391 | <1% | Includes 6,172 options exercisable within 60 days |
| 01/31/2025 | 129,667 | 1.0% | Includes 6,554 options and 43,400 RSUs vesting within 60 days |
| 11/06/2025 | 14,273 | <1% | 9,769 shares held; 4,504 shares issuable upon option exercise within 60 days |
- Hedging and pledging: Company policy prohibits hedging transactions and pledging or margin arrangements in company stock, reducing misalignment and downside protection strategies that can dilute shareholder interests .
- Ownership guidelines: No executive stock ownership guidelines disclosed; director equity programs and change-in-control vesting for directors are defined separately .
Employment Terms
| Provision | Detail |
|---|---|
| Agreement | Amended and Restated Executive Employment Agreement dated January 27, 2025 |
| Role | At-will employment; CEO |
| Base Salary | Eligible for $500,000 annually |
| Target Bonus | Eligible for up to $350,000 annually |
| Severance (non‑CoC) | 12 months base salary plus target bonus; up to 6 months paid health coverage, upon termination without cause or resignation for good reason outside CoC window |
| Severance (CoC double-trigger) | If involuntary termination occurs within 3 months before to 12 months after a change-in-control: cash severance multiplied by 2 (salary + target bonus), paid in lump sum; full acceleration of all outstanding equity awards |
| Triggers | “Cause,” “Good Reason,” and “Change in Control” as defined in agreement; benefits contingent on timely execution of a release within 60 days |
| Restrictive Covenants | Confidentiality, non-solicitation, IP assignment; non-compete not disclosed |
| Clawback | Compensation committee empowered to create or revise clawback policy; specific provisions not detailed in proxy |
Board Governance
- Board service: Booth has served as CEO and director since August 2022; Class III director with current term expiring in 2026 .
- Independence: Booth is not independent due to his executive role; six of seven directors are independent; board has an independent Chairman (James Micali), separating CEO and Chair functions .
- Committees: Booth is not listed on audit, compensation, or nominating/governance committees; committee membership is independent .
- Attendance: In 2024, board held eight meetings and all directors met at least 75% attendance thresholds .
- Insider trading policy: Prohibits short sales, options/derivatives in company stock, and hedging; also prohibits pledging/margin accounts .
Performance & Track Record
- 2024 annual bonuses were not paid to named executive officers after evaluation against company metrics, implying below-target performance outcomes; specific metrics were not disclosed .
- The company pursued a reverse stock split authorization to address Nasdaq minimum bid price deficiency noted on September 30, 2024; closing price was $0.53 on February 14, 2025 pre-split; board sought ratios of 1-for-4 to 1-for-12 and authorized a reduction in authorized shares, highlighting listing compliance priorities .
- CFO transition: Timothy Huffmyer resigned effective June 6, 2025; subsequently engaged as an advisor through January 31, 2026, indicating leadership changes during Booth’s tenure .
Compensation Committee Analysis
- Committee composition: Independent directors (Chair: Gina Domanig; members: Andrew Geisse and James Micali) .
- Consultant: Pearl Meyer engaged to provide market data and advice on executive and director compensation; no non-compensation services provided .
- Responsibilities: Oversees executive pay, equity plans, and clawback policy framework .
Related Party Transactions (Contextual Governance)
- Significant commercial relationships with BMW iVentures and Enterprise affiliates generated $28.5M and $40.3M revenue in 2023, respectively; investors’ rights and convertible notes financing involved several strategic investors, but no Booth-specific related party transactions disclosed .
Investment Implications
- Pay-for-performance discipline: Zero 2024 cash bonus despite eligibility underscores a link to undisclosed performance thresholds, suggesting the committee will temper cash payouts in weak operating years . Equity remains the dominant performance-driven component, with multi-year RSU schedules starting in 2025 .
- Retention and sale-of-company incentives: Double-trigger CoC terms (2× salary+target bonus plus full equity acceleration) create strong incentives in change-of-control scenarios but require actual termination, aligning with shareholder protections while potentially increasing Booth’s near-term realized pay in a sale outcome .
- Insider selling pressure: RSU vesting events in February, October, and November (starting 2025) create periodic supply; prohibitions on hedging/pledging reduce forced-selling and misalignment risks; option strikes appear high and fully vested, suggesting options are unlikely to drive near-term sales absent price appreciation .
- Governance quality: Independent chair, majority-independent board, and strong insider trading controls are positives; absence of disclosed executive ownership guidelines is a gap relative to best practice; committee retains clawback authority but specifics are not disclosed .
