Blink Charging Co.
For the period ended May 20, 2026. Filed May 20, 2026.
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May 20, 2026 · Filed May 20, 2026
Contents
Bonus Program
As noted above, the cash-based portion of the incentive program (the “Bonus Program”) rewards executives for the achievement of annual financial and operational goals, which are established by the Compensation Committee. Each executive officer has a target bonus opportunity set for each performance period under the Bonus Program, which represents 50% of the individual’s total potential award. Our Compensation Committee took into account market data, relative levels of responsibility across our company, and other relevant factors in order to set the target awards for each of our NEOs. For fiscal year 2025, the NEOs had the following payment targets under the Bonus Program:
| Named Executive Officer | Target Award as a Percentage of Base Salary | Target Annual Award |
|---|---|---|
| Michael C. Battaglia | 60% | $345,000 |
| Brendan S. Jones | 60% | $465,000 |
| Michael Bercovich | 50% | $215,000 |
| Michael P. Rama | 50% | $217,300 |
| Aviv Hillo | 55% | $215,250 |
The award payable to each NEO was primarily based on actual achievement against performance goals established by the Compensation Committee. For each metric, the Compensation Committee set a target level of achievement and the initial award amount may be adjusted based on performance above or below the target level. In addition, the Compensation Committee may take into account other factors, such as individual performance when arriving at the final award amount.
The targets and outcomes of the Bonus Program are described below.
| Metric · Weighting · Target · Achievement · Percent Achievement · Percentage of Bonus Payout | ||||||
|---|---|---|---|---|---|---|
| Business Model Shift | 30% | Grow Blink-owned charging segment revenue 30% YoY; distribute 25M kWh; clear backlog | Blink-owned charging segment revenue ~14% growth; kWh distributed 28M kWh; backlog cleared | 90% | 27% | |
| Financial Strategy | 30% | Raise $40M in capital (50% debt / 50% equity) | Raised $20M in equity; $0 in debt financing | 50% | 15% | |
| Total Company Financials | 20% | Total charging revenue of $136M; gross margin of 36%; Q4 adj. EBITDA of -$3.0M | Total revenue $103.5M; gross margin ~24.6%; Q4 adj. EBITDA -$10.3M | 0% | 0% | |
| Departmental Key Results | 20% | Department OpEx budget adherence (ex-Envoy): $96.3M or less | Total Dept. (ex-Envoy) OpEx: $85.3M | 100% | 20% | |
| 100% | 62 | % (1) | ||||
| (1) | Achievement against these performance objectives resulted in a non-cash payout of up to approximately 62% of target, plus an additional 25% uplift component recommended by the Board’s Compensation Committee in recognition of management’s alignment with the Company’s cash preservation initiatives and acceptance of equity-based compensation in lieu of cash payments. |
The corporate performance goals will be measured at the end of each performance period after our financial reports have been published or such other appropriate time as our Compensation Committee determines. If the corporate performance goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period. In general, an executive officer must be employed by us on the bonus payment date to be eligible to receive a bonus payment. The Bonus Program also permits our Compensation Committee to approve additional bonuses to executive officers in its sole discretion, which are described below.
Based on review of performance against established goals as well as consideration of individual performance, the Compensation Committee determined the following payouts for our NEOs:
| Named Executive Officer · Target Award · Actual Payment(1) | ||||
|---|---|---|---|---|
| Michael C. Battaglia | $345,000 | $267,374 | (2) | |
| Brendan S. Jones | $465,000 | $ | - | (3) |
| Michael Bercovich | $215,000 | $86,517 | (4) | |
| Michael P. Rama | $217,300 | $ | - | (3) |
| Aviv Hillo | $215,250 | $ | - | (3) |
| (1) | Grants will appear in the 2027 proxy statement. |
| (2) | Paid in the form RSU, instead of cash. |
| (3) | Such individuals were not employed by the Company as of April 30, 2026. |
| (4) | Paid in the form RSU, instead of cash, pro-rated to start of employment on June 23, 2025. |
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