CLEARONE INC
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 11. Executive Compensation
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or earned by each named executive officer for the years ended December 31, 2025 and 2024.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Salary | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total |
|---|---|---|---|---|---|
| Derek Graham, Chief Executive Officer(1) | |||||
| Year ended December 31, 2025 | $249,749 | $— | $— | $— | $249,749 |
| Year ended December 31, 2024 | $238,621 | $24,336 | $— | $20,096(3) | $283,053 |
| Simon Brewer - Chief Financial Officer(2) | |||||
| Year ended December 31, 2025 | $307,477 | $— | $— | $— | $307,477 |
| Year ended December 31, 2024 | $193,846 | $40,560 | $— | $— | $234,406 |
| (1) | Derek L. Graham was appointed as Interim CEO on May 24, 2022 and became permanent CEO on Jan 26, 2023. |
| (2) | Simon Brewer was appointed Chief Financial Officer on April 15, 2024. |
| (3) | Bonuses reflect achievement of specific performance metrics approved by the Compensation Committee. |
Executive Separations and Rehirings (Subsequent Event)
On December 31, 2025, the Company terminated the employment of Derek Graham (Chief Executive Officer). Mr. Graham received severance of $57,500 (three months base salary), which was accrued at December 31, 2025. Mr. Graham was rehired effective January 2, 2026 under a new employment agreement. A retention bonus was granted to Mr. Graham, contingent upon finishing projects on an agreed upon timeframe.
On December 31, 2025 the Company terminated the employment of Simon Brewer (Chief Financial Officer). Mr. Brewer received no material severance. Mr. Brewer was rehired effective January 1, 2026 under a new employment agreement. Mr. Brewer received a $75,000 sign-on bonus paid on January 9, 2026. A retention bonus was granted to Mr. Brewer, contingent upon the closing of a future transaction of the Company.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table provides information on the holdings of stock options by the named executive officers as of December 31, 2025.
| Name · Number of Securities Underlying Unexercised Options · Option Exercise Price ($) · Option Grant Date · Option Expiration Date | |||||
|---|---|---|---|---|---|
| Exercisable | Unexercisable | ||||
| Derek Graham | 667 | — | 37.500 | 12-14-2020 | 12-14-2026 |
| 1,666 | 334(1) | 15.150 | 06-15-2023 | 06-15-2029 | |
| 4,000 | — | 7.350 | 11-27-2024 | 11-26-2030 | |
| Simon Brewer | 6,667 | — | 7.350 | 11-27-2024 | 11-26-2030 |
| (1) | One-third of the shares underlying each stock option vest on the first anniversary of the grant date and the remaining shares vest equally over a period of 24 months following the first anniversary of the grant date. |
OPTION EXERCISES AND STOCK VESTED
There were no exercises of stock options by named executive officers during 2025.
DIRECTOR COMPENSATION
The following table summarizes the compensation paid to non-employee directors for the year ended December 31, 2025.
| Name | Fees Earned or Paid in Cash | Option Awards | Other Compensation | Total |
|---|---|---|---|---|
| Eric L. Robinson | $54,000 | $— | $— | $54,000 |
| Lisa B. Higley | 54,000 | — | — | 54,000 |
| Eric Boehnke | — | — | — | — |
| Bruce Whaley | 33,600 | — | — | 33,600 |
| Youngsun Park | 17,267 | — | — | 17,267 |
All directors are reimbursed by the Company for their out-of-pocket travel and related expenses, if any, incurred in attending all Board of Directors and committee meetings. However, during 2025 no expenses were reimbursed to any director.
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