Zapata Quantum, Inc.
For the period ended Dec 31, 2024. Filed Dec 9, 2025.
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FY2024 · Filed Dec 9, 2025
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Item 11. Executive Compensation
The following information is related to the compensation paid, distributed or accrued by us for the fiscal years ended December 31, 2024 and 2023 toour Chief Executive Officer (principal executive officer), two other most highly compensated executive officers serving as of December 31, 2024 whose compensation exceeded $100,000, and up to two additional individuals who would have met the above criteria except such individual(s) were not serving as of December 31, 2024 (the “Named Executive Officers”).
Summary Compensation Table
| Name and Principal Position (a) · Year (b) · Salary ($)(c) · Option Awards ($)(f) · All Other Compensation ($)(i) · Total ($)(j) | ||||||
|---|---|---|---|---|---|---|
| Sumit Kapur (1) | 2024 | 309,167 | * | 483,434 | 33,758 | 826,358 |
| Chief Executive Officer | 2023 | — | — | |||
| Christopher Savoie (2) | 2024 | 214,615 | * | 24,995 | 239,611 | |
| Former President and Chief Executive Officer | 2023 | 270,000 | 270,000 | |||
| Mimi Flanagan (3) | 2024 | 111,199 | * | 25,109 | 136,308 | |
| Former Chief Financial Officer | 2023 | 280,923 | 280,923 | |||
| Yudong Cao, Ph.D. (4) | 2024 | 172,596 | * | 15,060 | 187,656 | |
| Former Chief Technology Officer and Founder | 2023 | 200,000 | 200,000 | |||
*In connection with the cessation of operations in 2025, the Company paid all employees through October 9, 2024.
| (1) | Mr. Kapur joined the Company on May 13, 2024 with a base salary of $350,000 and bonus target of 30% or $105,000. In the table above his salary for 2024 includes $134,167 standard pay through September 30, 2024 and $175,000 for a six months’ advance/prepayment of salary to retain services to conduct the cessation of operations. Mr. Kapur’s “All Other Compensation” for 2024 includes a payment for his unused paid time off as of the cessation date, $9,898 as well as $23,860 for a six months’ advance/prepayment of health insurance. Mr. Kapur was awarded an Inducement Award on May 8, 2024 which included 656,370 options at an exercise price of $1.12 vesting at “one year cliff, then 36 monthly vest”. These were awarded under the 2018 Plan. The amount under “Option Awards” represents the fair market value of such grant calculated in accordance with ASC 718. This amount does not reflect the actual economic value realized by the officer. |
| (2) | Mr. Savoie resigned from his position as Chief Executive Officer on October 7, 2024. He was paid through October 4, 2024. His salary above includes $210,000 standard pay through September 30, 2024 and $4,615 for the four business days he worked in October. All other compensation of $24,995 includes payment for his unused paid time off hours. |
| (3) | Ms. Flanagan resigned from her position as Chief Financial Officer on May 20, 2024. She was paid through May 20, 2024. “All Other Compensation” of $25,109 includes a payment for her unused paid time off hours. |
| (4) | Mr. Cao was relieved of his position of Chief Technology Officer on October 9, 2024 as part of the cessation of operations. He was paid $162.981 through this date. Mr. Cao’s services were retained for an additional two weeks to support the Company in the cessation of its operations. For his services he was paid $9,615, a prorated portion of his annual salary. “All Other Compensation” of $15,060 includes payment for his unused paid time off hours. |
Employment Agreements
Sumit Kapur. Mr. Kapur is employed by the Company pursuant to an oral agreement under which he receives the compensation described in the table above and such other compensation as may be approved by the Board.
Outstanding Awards at Fiscal Year End
Listed below is information with respect to unexercised options that have not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2024.
Outstanding Equity Awards At Fiscal Year-End
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
|---|---|---|---|---|---|---|---|---|---|
| (a) | (b) | (c) | (d) | ($)(e) | (f) | (g) | ($)(h) | (i) | (j) |
| Christopher J Savoie | 345,589 | — | N/A | $1.25 | 1/7/2025 | N/A | N/A | N/A | N/A |
| Christopher J Savoie | 377,493 | — | N/A | $2.01 | 1/7/2025 | N/A | N/A | N/A | N/A |
| Sumit Kapur | — | 600,000 | N/A | $1.23 | 5/8/2034 | N/A | N/A | N/A | N/A |
| Clark Golestani | 34,279 | — | N/A | $2.01 | 2/4/2031 | 50,000 | 28,600 | N/A | N/A |
| Clark Golestani | 68,559 | — | N/A | $3.80 | 8/1/2033 | — | — | N/A | N/A |
| Dana Jones | 68,559 | — | N/A | $2.01 | 1/7/2025 | — | — | N/A | N/A |
| Dana Jones | 34,279 | — | N/A | $3.80 | 1/7/2025 | — | — | N/A | N/A |
| Jeff Huber | 68,559 | — | N/A | $2.01 | 1/7/2025 | — | — | N/A | N/A |
| Jeff Huber | 34,279 | — | N/A | $3.80 | 1/7/2025 | — | — | N/A | N/A |
| Matt Brown | No option award as of 12/31/24 | — | N/A | $— | 1/0/1900 | — | — | N/A | N/A |
| Raj Ratnakar | No option award as of 12/31/24 | — | N/A | $— | 1/0/1900 | — | — | N/A | N/A |
| William Klitgaard | 34,279 | — | N/A | $3.80 | 1/7/2025 | — | — | N/A | N/A |
| Mimi Flanagan | 37,136 | — | N/A | $2.01 | 5/20/2029 | N/A | N/A | N/A | N/A |
| Mimi Flanagan | 63,988 | — | N/A | $2.69 | 5/20/2029 | N/A | N/A | N/A | N/A |
| Mimi Flanagan | 15,997 | — | N/A | $2.01 | 5/20/2029 | N/A | N/A | N/A | N/A |
| Yudong Cao | 13,332 | — | N/A | $1.25 | 1/7/2025 | N/A | N/A | N/A | N/A |
| Yudong Cao | 168,692 | — | N/A | $2.01 | 1/7/2025 | N/A | N/A | N/A | N/A |
Compensation of Directors
In the fiscal year ended December 31, 2024, non-employee members of our Board of Directors were compensated for as follows:
| Name (a) | Fees Earned or Paid in Cash ($)(b) | Stock Awards ($)(c)(1) | Total ($)(j) |
|---|---|---|---|
| Clark Golestani | 95,000 | 57,200 | 152,000 |
| William E. Klitgaard | 62,500 | 14,300 | 76,800 |
| Dana Jones (2) | 62,500 | 14,300 | 76,800 |
| Jeffrey Huber (2) | 60,000 | 14,300 | 74,300 |
| Raj Ratnaka (2)r | 60,000 | 14,300 | 74,300 |
| William Matthew Brown (2) | 50,000 | 14,300 | 64,300 |
(1) Amounts reported represent the aggregate grant date fair value of awards granted without regards to forfeitures granted to the independent members of our Board of Directors during the fiscal year ended December 31, 2024, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the director.
(2) Is a former director.
The table below sets forth the unexercised options held by each of our non-employee directors outstanding as of December 31, 2024.
| Name | Aggregate Number of Unexercised Option Awards Outstanding at December 31,2024 | Aggregate Number of Unexercised Stock Awards Outstanding at December 31, 2024 |
|---|---|---|
| Clark Golestani | 102,838 | 152,838 |
| William E. Klitgaard | ||
| Dana Jones | ||
| Jeffrey Huber | ||
| Raj Ratnakar | ||
| William Matthew Brown | ||
Equity Compensation Plan Information
The following table contains information about the Equity Compensation Plan as of December 31, 2024:
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|---|---|---|---|
| (a) | (b) | (c) | |
| Equity compensation plans approved by stockholders: | 2,356,812 | 2.13 | 3,266,146 |
| Equity Compensation Plan | |||
| Equity compensation not approved by stockholders | |||
| Total | 2,356,812 | 3,266,146 | |
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