Evolv Technologies (EVLV) Proxy filing summary

Executive summary

• Achieved significant growth in 2025, with total revenue rising 40% to $145.9 million and ARR up 21% to $120.5 million, driven by new customer acquisition and expanded deployments.

• Adjusted EBITDA turned positive at $11.1 million, a $30 million improvement over 2024, and net loss narrowed to $33.1 million.

• Transitioned purchase-subscription orders to a direct fulfillment model, improving contract value, recurring revenue, and customer lifetime value.

• Expanded product innovation, including AI-powered screening solutions and enhanced cloud capabilities, with over 8,000 active systems screening more than one billion visitors in 2025.

• Ended 2025 with $69.0 million in cash and marketable securities, reflecting improved cash flow and a new credit facility.

Voting matters and shareholder proposals

• Election of Neil Glat and Richard Shapiro as Class II Directors to serve until the 2029 Annual Meeting.

• Advisory (non-binding) vote to approve executive compensation (Say-on-Pay).

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board refreshment included two new directors since 2025 and enhanced committee charters and governance frameworks.

• Board is majority independent, with separate CEO and Chair roles and robust self-evaluation processes.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Investment, all with independent directors.

• Director stock ownership guidelines require 5x annual cash retainer within five years.