GOLD ROCK HOLDINGS INC
For the period ended Dec 31, 2023. Filed Mar 22, 2024.
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FY2023 · Filed Mar 22, 2024
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Item 11. Executive Compensation
The table below summarizes the compensation during the last two fiscal years received by our executive officers:
| Name and Principal Position | Year | Salary | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation ($) | All Other Compensation ($) | Total ($) (1)(2) |
|---|---|---|---|---|---|---|---|---|---|
| Marcus Daley, CEO & Directors (2) | 2022 2023 | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- |
| Merle Ferguson President & Chairman | 2022 2023 | $-0- $95,000 | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $410,000 (3) |
| Richard Kaiser CFO, Secretary & Director | 2022 2023 | $-0- $75,000 | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $23,000 (4) |
| (1) | Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. |
| (2) | Marcus Daley became CEO and Director on October 3, 2023. No compensation contract has been entered into with Mr. Daley as of the date of this filing. |
| (3) | Mr. Ferguson received $95,000 in restricted shares for Board of Director/Officer salary, $350,000 in restricted shares for repayment on working capital and service expenses paid on behalf of the Company from 1998 to 2023, received $29,000 in restricted shares for 2023 expenses paid on behalf of the Company, and received $31,000 for Board of Director/officer fees accrued prior to 2023. |
| (4) | Mr. Kaiser became an Officer/Director in August 2022; no contract was established at that time for compensation. No officer/director compensation was earned in 2022. In 2023, Mr. Kaiser received $75,000 in restricted shares for Board of Director/Officer Salary, and received $23,000 in fees owed to him for past role as consultant to the Company. |
Employment Agreements
On January 1, 2023, the Company entered into a five-year employment contract with Mr. Ferguson starting January 01, 2023 until December 31, 2028, annual pay at $95,000 (See Exhibit 10.3). On January 1, 2024, Mr. Ferguson cancelled his employment contract
with the Company. As of this date of the filing, Mr. Ferguson has yet to enter into a new employment contract with the Company.
On January 1, 2023, the Company entered into an employment contract with Mr. Kaiser for his rolls as CFO/Secretary/ Director for a three (3) year period from January 01, 2023 until December 31, 2026, annual pay at $75,000 (See Exhibit 10.4).
The Company had no employment agreement with Mr. Kaiser through December 31, 2022. Prior to becoming an officer/director Mr. Kaiser had a consulting agreement with the Company. The agreement which is still active is with his Company YES International (See Exhibit 10.2).
As of the date of this filing, Mr. Daley has yet to enter into an employment agreement with the Company.
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Stock Options
The Company had no stock options outstanding at December 31, 2023.
Board of Directors Compensation
Mr. Ferguson, President/Chairman was paid $95,000 in the form of new common stock awards for his services as an Office/Director of the Company for the year ended December 31, 2023. On January 1, 2024, Mr. Ferguson cancelled his Director compensation
agreement*
Mr. Kaiser, CFO/Secretary/Director was paid $75,000 in the form of new common stock awards for his services as an Officer/Director of the Company for the year ended December 31, 2023.*
Mr. Daley CEO/Director, has no compensation agreement in place as his role as an Officer/Director of the Company.
- The common shares issued in lieu of cash compensation are thinly traded and they are restricted from sale under Rule 144. It is very likely that the actual cash value of any issued shares is greatly less than the imputed accounting value reflected above.
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