PARKERVISION INC
For the period ended Dec 31, 2025. Filed Mar 23, 2026.
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FY2025 · Filed Mar 23, 2026
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Item 11. Executive Compensation
Summary Compensation Table
The following table summarizes the total compensation of each of our “named executive officers” as defined in Item402(m) of Regulation S-K (the “Executives”) for the fiscal years ended* December 31, 2025and2024*. Given the complexity of disclosure requirements concerning executive compensation, and in particular with respect to the standards of financial accounting and reporting related to equity compensation, there is a difference between the compensation that is reported in this table versus that which is actually paid to and received by the Executives. The amounts in the Summary Compensation Table that reflect the full grant date fair value of an equity award, donot necessarily correspond to the actual value that has been realized or will be realized in the future with respect to these awards.
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position · Year · Salary ($) · Bonus ($) (1) · Stock Awards ($)(2) · Option Awards ($)(2)(3) · All Other ($) · Total ($) | ||||||||||
| Jeffrey Parker, CEO | 2025 | $356,923 | $ | - | $ | - | $1,720,000 | $24,000 | 4 | $2,100,923 |
| 2024 | 260,000 | 350,000 | - | - | 24,000 | 634,000 | ||||
| Cynthia French, CFO | 2025 | 228,462 | $ | - | - | 215,000 | - | 443,462 | ||
| 2024 | 180,000 | 100,000 | - | - | - | 280,000 | ||||
| 1. | Bonuses for 2024 performance were approved by the compensation committee and paid in January 2025. |
| 2. | The amounts represented in columns (e) and (f) represent the full grant date fair value of equity awards in accordance with ASC 718. Refer to Note 14 to the consolidated financial statements for the year ended December 31, 2025 included in Item 8 for the assumptions made in the valuation of equity awards. |
| 3. | The amounts shown in column (f) for 2025 represent the increase in fair value of awards granted in January 2021 that were modified in April 2025 to extend the expiration date of these fully vested options by five additional years, or until January 11, 2031. No other changes were made to the awards. |
| 4. | Represents an annual automobile allowance in the amount of $24,000, paid on a biweekly basis. |
Narrative to Summary Compensation Table
Base Salaries and Discretionary Bonuses
The base salaries of our named executive officers, and other key employees, were reduced by approximately20%, on a voluntary basis, in* September 2018in connection with significant cost reduction measures. Until April 2025,*base salaries were maintained at those reduced levels. From time to time, our compensation committee awarded discretionary cash and/or equity-based bonuses that took into consideration these continued base salary reductions as well as the individual's performance and contribution to the corporate goals.
In* January 2025,our compensation committee approved the payment of discretionary cash bonuses for Mr. Parker and Ms. French in the amounts of$350,000* and*$100,000,* respectively. These bonuses were awarded in recognition of the officers' significant contribution to our strategic initiatives, including Mr. Parker's leadership in overseeing our patent litigation efforts and supporting our financial stability and Ms. French's role in maintaining compliance with regulatory requirements and reducing costs associated with outside professional services. The bonuses also partially offset the voluntary20% base salary reductions since2018 as part of the officers' efforts to support the Company during a period of significant challenges. The bonuses reflect the compensation committee's intent to appropriately compensate these executives for their leadership and sustained commitment to advancing the Company's goals.
In* April 2025,our compensation committee approved an increase in base compensation for Mr. Parker, from$260,000* to*$400,000* and an increase in base compensation for Ms. French from*$180,000* to*$250,000.* The compensation committee considered a similarly sized peer group (“Peer Group”) developed by an independent compensation consultant in its evaluation of base salaries for its named executive officers and established base compensation that fell below the50th percentile when compared to the Peer Group.
In* January 2026,our compensation committee approved grants, under the2019* Plan, of nonqualified performance-based stock options to Mr. Parker and Ms. French. The performance-based grants included a performance-based option to purchase up to8,000,000 shares granted to Mr. Parker and a performance-based option to purchase up to500,000 shares granted to Ms. French. The options have afive-year performance period, with quarterly measurement dates, and expireten years from the date of grant. Vested options are exercisable at a price of*$0.24* per share, which was the last sale price of the our common stock on the date of grant. The performance conditions for vesting of these options are based on cumulative net cash received by the company from its patent enforcement actions, after deduction of all attorney contingency fees and contractual repayments of contingent payment obligations tothird parties. The performance-based options provide for automatic acceleration of vesting, regardless of performance conditions, in the event (i) the market capitalization of the company meets or exceeds*$1* billion fortwenty (20) consecutive trading days, or (ii) upon a change in control event. In addition, the compensation committee approved a grant to Ms. French, under the2019 Plan, of a nonqualified time-based stock option for the purchase of up to500,000 shares. This option has an exercise price of*$0.24* per share, vests infour equal biannual installments over atwo-year period beginning* July 22, 2026,and expiresfive* years from the date of grant.
Employment and Non-Compete Agreements
We donot have employment agreements in place for our executives. We do have non-compete arrangements in place with all of our employees, including our executives, that impose post-termination restrictions on (i) employment or consultation with competing companies or customers, (ii) recruiting or hiring employees for a competing company, and (iii) soliciting or accepting business from our customers.
Employee Benefits and Perquisites
Our named executive officers are eligible to participate in our health and other benefit plans to the same extent as our other full-time employees. We generally donot provide our named executive officers with perquisites or other personal benefits that arenot afforded to all full-time employees, with the exception of a*$24,000* annual vehicle allowance provided for our chief executive officer.
Policies and Practices Related to the Grant of Equity Awards
From time to time, we grant equity awards, including stock options, to our employees, including our named executive officers. Historically, we have typically granted new-hire option awards on a new hire's employment start date. Also, non-employee directors have historically received annual equity awards during or about thefirst month of each calendar year, pursuant to our non-employee director compensation policy. We donot otherwise maintain any written policies on the timing of our equity awards. Our compensation committee considers whether there is any material nonpublic information ("MNPI") about our company when determining the timing of equity awards and doesnot seek to time the grant of equity awards in relation to our public disclosure of MNPI. We havenot timed the release of MNPI for the purpose of affecting the value of executive compensation. During the year ended* December 31, 2025,we didnot* grant any stock option or other equity awards to our named executive officers.** **
In* April 2025,the compensation committee approved the modification of nonqualified options held by our named executive officers in order to extend the expiration date of the options from January 11, 2026to January 11, 2031.The modified options include8,000,000* options awarded to the CEO and1,000,000 options awarded to the CFO on* January 11, 2021,with exercise prices of$0.54* per share and an original term offive years. The options were fully vested as of the modification date and we recorded aone-time charge to share-based compensation of approximately*$1.9* million in connection with the modification of these awards. The extension of the expiration date is the only modification made to these awards andno additional securities were issued.
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Independent Compensation Consultant
In* December 2024,*our compensation committee retained an independent consultant to conduct a competitive review and assessment of our executive compensation program and to make recommendations for both our executive compensation and non-employee director compensation programs on a going forward basis.
Outstanding Equity Awards at Fiscal Year End
The following table summarizes information concerning the outstanding equity awards, including unexercised options, unvested stock and equity incentive awards, as of* December 31, 2025* for each of our Executives:
| Option Awards | |||||
|---|---|---|---|---|---|
| Number of securities underlying unexercised options (#) exercisable · Number of securities underlying unexercised options (#) unexercisable · Option Exercise Price ($) · Option Expiration Date | |||||
| Name · (a) · (b) · (c) · (d) | |||||
| Jeffrey Parker | 2,660,000 | 1,4 | - | 0.17 | 8/7/2026 |
| 8,000,000 | 2 | - | 0.54 | 1/11/2031 | |
| Cynthia French | 870,550 | 1 | - | 0.17 | 8/7/2026 |
| 150,000 | 3 | - | 0.33 | 2/9/2027 | |
| 1,000,000 | 2 | - | 0.54 | 1/11/2031 | |
| 1 | Options vested over eight equal quarterly periods from September 1, 2019 to June 1, 2021. |
| 2 | Options vested over eight equal quarterly periods from March 31, 2021 to December 31, 2022 and were amended in April 2025 to extend the expiration date from January 11, 2026 to January 11, 2031. |
| 3 | Options vested 50% on grant date and the remaining 50% over four equal quarterly periods from May 9, 2020 to May 9, 2021. |
| 4 | Number of securities underlying exercisable options is net of 3.3 million share options gifted for no consideration by Mr. Parker in January 2021. |
Director Compensation
Since* September 2018,the Board compensation program has consisted exclusively of equity-based compensation, generally awarded annually, in the form of nonqualified stock options, RSUs, or a combination thereof. Unvested director equity compensation awards are forfeited if the director's services are terminated for any reason. In January 2023,the Board formalized its non-employee director compensation program whereby (i) non-employee directors will continue to solely receive share-based compensation for board and committee service, (ii) share-based compensation will be awarded annually on or about thefirst* month of each year, (iii) the grant-date fair value of non-employee director awards for annual board service shallnot exceed*$80,000* for board service andno more than*$20,000* additional for service on board committees, (iv) the awards shall vest overone year and expireno more thanseven years after grant date, and (v) any unvested awards shall be forfeited upon a director's termination of service for any reason.
In* January 2025,the compensation committee delayed its annual non-employee director compensation awards pending review of a report from athird*-party compensation consultant on independent director compensation. On* July 3, 2025,each of our non-employee directors were awarded, at their discretion, either (i)275,000 restricted share units (“RSUs”) or (ii)300,000 nonqualified share options with an exercise price of$0.29* per share for2025 director compensation. The awards vested50% upon grant and50% on* December 31, 2025.Each of the director awards has a grant-date fair value of approximately$80,000* which aligned with the independent compensation consultant recommendations.
On* January 22, 2026,each of our non-employee directors were awarded370,000* nonqualified share options with an exercise price of*$0.24* per share for2026 director compensation. The awards vest in two bi-annual installments beginning* July 22, 2026.Each of the director awards has a grant-date fair value of approximately$76,000.*
We reimburse our non-employee directors for their reasonable expenses incurred in attending meetings where applicable and we encourage participation in relevant educational programs for which we reimburse all or a portion of the costs incurred for these purposes.
Directors who are also our employees arenot compensated for serving on our Board. Information regarding compensation otherwise received by our directors who are also named executive officers is provided under “Executive Compensation.”
The following table summarizes the compensation for each of our non-employee directors who served as a director for any portion of the year ended* December 31, 2025*.
| Name | Stock Awards($) 1 | Option Awards($) 1 | Total ($) |
|---|---|---|---|
| (a) | (b) | (c) | (d) |
| Sanford Litvack 2 · $ · - · $ · - · $ · - | |||
| Paul Rosenbaum 3 | 79,750 | - | 79,750 |
| Robert Sterne 4 | - | 75,815 | 75,815 |
| Lewis Titterton 5 | 79,750 | - | 79,750 |
| 1. | The amounts represented in columns (b) and (c) represent the full grant date fair value of share-based awards in accordance with ASC 718. Refer to Note 14 of the consolidated financial statements included in Item 8 for the assumptions made in the valuation of stock awards. |
| 2. | Mr. Litvack resigned from the Board in April 2025 and received no compensation during the year ended December 31, 2025. |
| 3. | At December 31, 2025, Mr. Rosenbaum has 2,205,000 nonqualified stock options outstanding, all of which are exercisable. |
| 4. | At December 31, 2025, Mr. Sterne has 2,505,000 nonqualified stock options outstanding, all of which are exercisable. |
| 5. | At December 31, 2025, Mr. Titterton has 75,000 nonqualified stock options outstanding, all of which are exercisable. |
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