Form 4: Evolv Technologies Holdings Executive Awarded Restricted Stock Units

Robert E. Marshall, Chief Revenue Officer of Evolv Technologies Holdings, was granted restricted stock units (RSUs) that vest based on continued employment and the achievement of company stock price goals.

Summary

• Robert E. Marshall, the Chief Revenue Officer of Evolv Technologies Holdings, Inc., was granted restricted stock units (RSUs) on March 3, 2025.
• A total of 409,090 RSUs vest in three equal tranches annually, contingent upon continued employment.
• An additional 306,818 RSUs vest upon achievement of specified company stock price goals during a three-year performance period, also subject to continued employment.
• Each RSU represents the right to receive one share of the Issuer's Class A common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The granting of RSUs is a common practice and can be seen as a positive sign of aligning management interests with shareholders. However, the value is contingent on future performance.

Positives

• The granting of RSUs to the Chief Revenue Officer aligns his interests with those of the shareholders.
• The vesting conditions based on continued employment and stock price goals may incentivize performance and retention.

Risks

• The value of the RSUs is dependent on the future stock price of Evolv Technologies Holdings, Inc., which is subject to market fluctuations.
• Failure to meet the stock price goals would result in the forfeiture of 306,818 RSUs.

Future Outlook

The vesting of the RSUs is contingent upon continued employment and, for a portion of the grant, the achievement of specific company stock price goals over a three-year period.

Industry Context

Granting RSUs to executives is a common practice in the technology industry to incentivize performance and align management's interests with those of shareholders. The specific vesting conditions, such as stock price targets, are tailored to the company's strategic goals.

Comparison to Industry Standards

• RSU grants are a standard component of executive compensation packages in the technology sector, often used by companies like Palantir, Crowdstrike, and Datadog.
• Vesting schedules tied to both time and performance metrics are also common, aligning executive incentives with long-term company success, similar to practices seen at companies like Okta and Zscaler.
• The size of the RSU grant relative to the company's market capitalization and the executive's role is a key factor in assessing its appropriateness, and should be compared to peer companies such as Motorola Solutions and Thales.

Stakeholder Impact

• Shareholders may view the RSU grant positively as it aligns executive compensation with company performance.
• Employees may be motivated by the potential for increased company value and the achievement of stock price goals.

Key Dates