Ascent Solar Technologies, Inc.

We have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act.

This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during 2024, and up to two of our next most highly compensated executive officers in respect of their service to our Company for 2024. Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2024, are:

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Paul Warley, our CEO;

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Jin Jo, our CFO; and

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Bobby Gulati, our COO

The following Summary Compensation Table sets forth certain information regarding the compensation of our Named Executive Officers for services rendered in all capacities to us during the years ended December 31, 2024 and 2023.

Summary Compensation Table

(1)

Mr. Warley joined the Company in December 2022 as the Company’s CFO and was appointed CEO in May 2023. Mr. Warley's employment agreement provided for annual base salary of $305,000, which increased to $350,000 in December 2022, after the Company raised a minimum $10 million of new capital. Mr. Warley's May 2023 CEO employment agreement provides for an annual base salary of $400,000 (increased to $450,000 in May 2024) and a one-time bonus of $85,000 in 2024 and $100,000 in 2023. In connection with Mr. Warley’s hiring in December 2022 as the Company’s CFO, Mr. Warley was granted an inducement grant of 35 RSUs for an aggregate of 35 shares (adjusted for a one-for-one hundred reverse stock split effected on August 14, 2024) of Ascent’s common stock valued at approximately $2,086,000 on grant date. 20% of the RSUs are fully vested upon grant. The remaining 80% of the RSUs vests in equal monthly increments over the next thirty-six months.

(2)

Ms. Jo joined the Company in June 2021 as the Company’s Financial Controller and was appointed CFO in May 2023. Ms. Jo's employment agreement provides an annual base salary of $225,000 (increased to $255,000 in May 2024) and a one-time bonus of $60,000 in 2024 and $45,000 in 2023.

(3)

Mr. Gulati joined the Company in February 2012 and was appointed COO in May 2023. Mr. Gulati's employment agreement provides an annual base salary of $225,000 (increased to $240,000 in May 2024) and a one-time bonus of $30,000 in 2024 and $25,000 in 2023.

Executive Employment Agreements

Paul Warley

On December 12, 2022, we entered into an CFO employment agreement with Mr. Warley. The CFO employment agreement provides for a term through December 31, 2025, subject to earlier termination by the Company and Mr. Warley as provided in the CFO employment agreement and provides Mr. Warley an annual base salary of $305,000, which increases to $350,000 once the Company raises a minimum $10 million of new capital. Mr. Warley will also be eligible for an annual incentive bonus of up to 75% of his Base Salary if the agreed bonus targets are achieved and a moving allowance of up to $30,000 if he relocates his primary residence to Colorado. Additionally, the Company granted Mr. Warley an inducement grant of RSUs for an aggregate of 35 shares (adjusted for a one-for-one hundred reverse stock split effected on August 14, 2024) of Ascent’s common stock. 20% of the RSUs are fully vested upon grant. The remaining 80% of the RSUs shall vest in equal monthly increments over the next thirty-six months. Any outstanding and unvested RSUs will accelerate and fully vest upon the earlier of (i) a change of control and (ii) the termination of Mr. Warley’s employment for any reason other than (x) by the Company for cause or (y) by Mr. Warley without good reason. Mr. Warley is also eligible to participate in the Company’s standard benefit plans and programs.

Under the CFO employment agreement, if the Company terminates Mr. Warley without cause or Mr. Warley terminates his employment for good reason or a change in control, Mr. Warley will be entitled to receive half of his Base Salary amount then in effect during the period from (i) the termination date through (ii) the end of the term of the CFO Employment Agreement. In addition, all RSUs and other equity awards will be immediately vested and settled. The CFO employment agreement also includes customary non-competition and non-solicitation provisions that Mr. Warley must comply with for a period of 12 months after termination of his employment with the Company.

On May 2, 2023, the Company entered into a CEO employment agreement with Mr. Warley. The CEO employment agreement replaces the prior CFO employment agreement with Mr. Warley from December 2022. The CEO employment agreement provides for a term through December 31, 2025, subject to earlier termination by the Company and Mr. Warley as provided in the employment agreement. The CEO employment agreement provides that Mr. Warley will receive an annual base salary (“Base Salary”) of $400,000 (increased to $450,000 in May 2024). In addition, to the Base Salary, the Company will pay Mr. Warley a one-time bonus in the amount of $100,000. Mr. Warley will also be eligible for an annual incentive bonus of up to 75% of his Base Salary if the agreed bonus targets are achieved. The CEO employment agreement provides that Mr. Warley is eligible to participate in the Company’s standard benefit plans and programs.

In connection with Mr. Warley’s hiring in December 2022 as the Company’s Chief Financial Officer, Mr. Warley received an inducement grant of restricted stock units (“RSUs”) for an aggregate of 35 shares of Ascent’s common stock. Mr. Warley retains such RSUs with the same terms as originally granted.

Under the CEO employment agreement, if the Company terminates Mr. Warley without cause or Mr. Warley terminates his employment for good reason or a change in control, Mr. Warley will be entitled to receive half of his Base Salary amount then in effect during the period from (i) the termination date through (ii) the end of the term of the employment agreement. In addition, all RSUs and other equity awards will be immediately vested and settled.

The CEO employment agreement requires Mr. Warley to maintain the confidentiality of the Company’s proprietary information. The employment agreement also includes customary non-competition and non-solicitation provisions that Mr. Warley must comply with for a period of 12 months after termination of his employment with the Company.

Jin Jo

On October 19, 2023, the Company entered into a CFO employment agreement with Ms. Jo. The employment agreement provides for a term through December 31, 2025, subject to earlier termination by the Company and the executive as provided in the employment agreements. The employment agreement is effective as of April 17, 2023. The employment agreement provides that Ms. Jo will receive an annual base salary of $225,000 (increased to $255,000 in May 2024) and a one-time bonus in the amount of $45,000. Ms. Jo will also be eligible for an annual incentive bonus of up to 60% of Base Salary if the agreed bonus targets are achieved.

Under the CFO employment agreement, if the Company terminates Ms. Jo without cause or Ms. Jo terminates her employment for good reason or a change in control, Ms. Jo will be entitled to receive half of her Base Salary amount then in effect during the period from (i) the termination date through (ii) the end of the term of the employment agreement.

Bobby Gulati

On October 19, 2023, the Company entered into a COO employment agreement with Mr. Gulati. The employment agreement provides for a term through December 31, 2025, subject to earlier termination by the Company and the executive as provided in the employment agreements. The employment agreement is effective as of April 17, 2023. The employment agreement provides that Mr. Gulati will receive an annual base salary of $225,000 (increased to $240,000 in May 2024) and a one-time bonus in the amount of $25,000. Mr. Gulati will also be eligible for an annual incentive bonus of up to 60% of Base Salary if the agreed bonus targets are achieved.

Under the COO employment agreement, if the Company terminates Mr. Gulati without cause or Mr. Gulati terminates his employment for good reason or a change in control, Mr. Gulati will be entitled to receive half of his Base Salary amount then in effect during the period from (i) the termination date through (ii) the end of the term of the employment agreement.

The following table sets forth information concerning the outstanding equity awards granted to the named executive officer as of December 31, 2024.

Outstanding Equity Awards at Fiscal Year-End 2024

(1)

In December 2022, Mr. Warley was granted an inducement grant of for an aggregate of 35 shares of Ascent’s common stock. 20% of the RSUs are fully vested upon grant. The remaining 80% of the RSUs vests in equal monthly increments over the next thirty-six months. In January 2024, Mr. Warley received an equity grant of 2,150 RSUs valued at the grant date fair value of $77 per RSU. A third of these RSUs vested on March 31, 2024, a third vested on January 1, 2025 and the remaining third will vest on January 1, 2026. In August 2024, Mr. Warley received an equity grant of 23,500 Options valued at the grant date fair value of $4.15 per Option. A third of these Options vested on September 15, 2024, a third will vest on August 21, 2025 and the remaining third will vest on August 21, 2026.

(2)

In January 2024, Ms. Jo received an equity grant of 425 RSUs valued at the grant date fair value of $77. A third of these RSUs vested on March 31, 2024, a third vested on January 1, 2025 and the remaining third will vest on January 1, 2026. In August 2024, Ms. Jo received an equity grant of 11,500 Options valued at the grant date fair value of $4.15 per Option. A third of these Options vested on September 15, 2024, a third will vest on August 21, 2025 and the remaining third will vest on August 21, 2026.

(3)

In January 2024, Mr. Gulati received an equity grant of 425 RSUs valued at the grant date fair value of $77. A third of these RSUs vested on March 31, 2024, a third vested on January 1, 2025 and the remaining third will vest on January 1, 2026. In August 2024, Mr. Gulati received an equity grant of 11,500 Options valued at the grant date fair value of $4.15 per Option. A third of these Options vested on September 15, 2024, a third will vest on August 21, 2025 and the remaining third will vest on August 21, 2026.