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ONE STOP SYSTEMS, INC.

For the period ended May 15, 2024. Filed Apr 15, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2024 · Filed Apr 15, 2024

OSS$4.31+9.9%Stored close · as of Nov 6, 2026
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Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, the following table provides information regarding the total compensation earned by each individual who served (i) as our principal executive officer at any time during 2023, and (ii) our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers as of December 31, 2023, during each of the fiscal years ended December 31, 2023 and December 31, 2022. For information on our executive compensation program, see the above Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End Table.

Year · Summary compensation table tool for PEO (1)(2) · Summary compensation table tool for PEO (1)(3) · Compensation actually paid to PEO (2)(4) · Compensation actually paid to PEO (2)(4) · Average summary compensation table total for non-PEO named executive officers (5) · Average compensation actually paid to non-PEO named executive officers (6) · Net income
2023$2,245,573$511,855$260,077$497,276$594,960$340,551$(6,716,176)
2022$-$1,459,657$-$655,445$701,968$445,855$(2,229,055)

(1)

The dollar amounts reported in these columns are the amounts of total compensation reported for our respective PEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.”

(2)

Michael Knowles was appointed as the Company’s president and chief financial officer, effective June 5, 2023, and served as the Company’s PEO from such date through December 31, 2024. Mr. Knowles was not employed by the Company prior to such date, and therefore did not receive any compensation during the year ended December 31, 2022.

(3)

David Raun served as the Company’s president and chief financial officer for the entirety of the year ended December 31, 2022 and through June 5, 2023, and served as the Company’s PEO for such period.

(4)

The dollar amounts reported these columns represent the amount of “compensation actually paid” to our respective PEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our respective PEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the compensation actually paid:

2023 · 2022
Adjustments: · PEO ($) · PEO ($) · PEO ($) · PEO ($)
Summary Compensation Table Total for PEOs$2,245,573$511,855$-$1,459,657
Stock Awards(1,180,000)--(783,900)
Option Awards(796,000)--
Medical Benefits(13,034)(15,960)-(27,166)
Contribution to 401K Plan3,5381,381-6,854
Compensation actually paid$260,077$497,276$-$655,445

(5)

The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The Company’s non-PEO NEOs for each of fiscal 2023 and 2022 were John W. Morrison, Jr. and Jim Ison.

(6)

The dollar amounts reported in this column represent the average amount of “compensation actually paid” to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation

S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 4:

Average for Non- PEO NEOs
20232022
Adjustments:PEO ($)PEO ($)
Summary Compensation Table Total for Non-PEO NEOs$594,960$701,968
Stock Awards(225,250)(235,800)
Option Awards--
Medical Benefits(38,352)(31,706)
Contribution to 401K Plan9,19311,394
Compensation actually paid$340,551$445,855

(7)

The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.

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