GOLD ROCK HOLDINGS, INC.
For the period ended Dec 31, 2024. Filed Mar 25, 2025.
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FY2024 · Filed Mar 25, 2025
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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) | 2023 2024 | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- |
| Merle Ferguson President & Chairman | 2023 2024 | $95,000 $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $410,000(3) $-0- |
| Richard Kaiser CFO, Secretary & Director | 2023 2024 | $75,000 $75,000 | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $23,000 (4) $38,350 (4) |
| Anthony Denkinger COO | 2023 2024 | $-0- $150,000 | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $-0- | $-0- $120,000 (5) |
| (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. In 2023 & 2024, 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. On January 01, 2024, Mr. Ferguson’s contract was cancelled, no new compensation agreement in place. |
| (4) | 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. In 2024, Mr. Kaiser received $26,500 in compensation on accrued wages owed and $12,000 in consulting fee to YES International, a Company controlled by Mr. Kaiser |
| (5) | Anthony Denkinger on February 1, 2024 entered into a 2-year employment contract with the Company’s wholly-owned subsidiary LOOT8, Inc. whereas he is the CEO. The parent Company Gold Rock Holdings, Inc. pays him as the COO of LOOT8, Inc. $10,000 per month with $2,500 being deferred; accrued payment not expected until such time when the Company and/or wholly subsidiary has stronger financial status. On February 6, 2025, Mr. Denkinger became the COO of Gold Rock Holdings, Inc. and at this time he does not have an employment compensation agreement. |
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 consulting agreement is a monthly agreement for the period ending 2024 and is still active with Mr. Kaiser’s 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. Mr. Daley has decided to wait until the Company can become financial stable before entering into an employment agreement with the Company.
On February 01, 2024, Mr. Anthony Denkinger entered into an employment agreement with the Company’s wholly-owned subsidiary, LOOT8, Inc. as the Chief Executive Officer. The contract is a 2-year agreement which will terminate on January 31, 2026, but can continue on a month-to-month bases with a 30-day notification prior to the contract’s end date. Anthony Denkinger receives $12,500 per month of which $2,500 is deferred until the Company’s wholly-owned subsidiary and/or the parent Company, Gold Rock Holdings, Inc. has the financial health to support full payment on accrued wages. On February 6, 2025, Anthony Denkinger was appointed the Chief Operations Officer (COO) of Gold Rock Holdings, Inc., and at this time there in no compensation agreement with the parent Company.
Stock Options
The Company had no stock options outstanding at December 31, 2024.
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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.* During the period ending 2024, Mr. Kaiser had received monetary compensation for accrued wages equaling $26,350.
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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