RYVYL Inc
For the period ended Dec 31, 2023. Filed Mar 26, 2024.
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FY2023 · Filed Mar 26, 2024
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Item 11. Executive Compensation
Summary Compensation Table
The following table summarizes information concerning the compensation awarded to, earned by, or paid to, our Chief Executive Officer (Principal Executive Officer) and our two most highly compensated executive officers other than the Principal Executive Officer (collectively, the “Named Executive Officers”) during fiscal years 2023 and 2022. Our Named Executive Officers in 2022 were Mr. Nisan, Mr. Errez, and Ms. Dollar. Our Named Executive Officers in 2023 were Mr. Nisan, Mr. Errez, and Mr. Wei.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options Awards ($)(1) | All Other Compensation ($)(2) | Total ($) |
|---|---|---|---|---|---|---|---|
| Ben Errez | 2023 | 380,000 | 218,585 | 148,127 | 88,920 | 835,632 | |
| Chairman/EVP | 2022 | 201,539 | 48,000 | 195,812 | 21,621 | 80,496 | 547,468 |
| Fredi Nisan | 2023 | 411,666 | 217,225 | 148,927 | 88,252 | 866,070 | |
| CEO/Director | 2022 | 201,539 | 48,000 | 195,812 | 21,621 | 74,816 | 541,788 |
| Min Wei | 2023 | 320,000 | 160,000 | 158,400 | 157,949 | 33,469 | 829,818 |
| COO (3) | 2022 | 244,262 | - | 67,082 | - | 17,662 | 329,006 |
| Jacqueline Dollar | 2023 | 60,295 | - | - | - | 3,626 | 63,921 |
| Chief Marketing Officer (4) | 2022 | 251,923 | 2,437 | 289,500 | - | 24,092 | 567,952 |
| (1) | Represents the aggregate grant date fair value of restricted stock and stock option awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). These amounts do not necessarily correspond to the actual value that may be recognized by the holder. Refer to Note 1, Summary of Significant Accounting Policies, of this Report for a description of the assumptions used in determining the grant date fair values of these awards. |
| (2) | All other compensation includes Company paid healthcare insurance premiums, compensation for board memberships, and 401(k) match. For Messrs. Errez and Nisan, as members of the Board, each of their compensation includes $63,000 in cash. |
| (3) | Mr. Wei joined the Company in February 2022. |
| (4) | Ms. Dollar joined the Company in 2021 and left in February 2023. |
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding equity awards held by Mr. Nisan, Mr.Wei, and Mr. Errez (three of our Named Executive Officers for 2023) as of December 31, 2023.
| Option Awards(1) · Stock Awards | ||||||
|---|---|---|---|---|---|---|
| Name | Number of Securities Underlying Unexercised Options, Exercisable (#) | Number of Securities Underlying Unexercised Options, Not Exercisable (#) | Option Exercise Price ($) | 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 ($) |
| Fredi Nisan | 8,333 | - | $60.60 | 06/01/2026 | 340 | $5,000 |
| 301 | - | 133.10 | 06/02/2026 | 472 | 5,000 | |
| 818 | - | 36.60 | 10/13/2027 | 1,020 | 5,000 | |
| 80,000 | - | 2.18 | 11/15/2028 | 1,587 | 5,000 | |
| 2,427 | 5,000 | |||||
| 53,333 | $105,599 | |||||
| 1,628 | 5,000 | |||||
| Ben Errez | 8,333 | - | 60.60 | 06/01/2026 | 340 | 5,000 |
| 301 | - | 133.10 | 06/02/2026 | 472 | 5,000 | |
| 818 | - | 36.60 | 10/13/2027 | 1,020 | 5,000 | |
| 80,000 | - | 2.18 | 11/15/2028 | 1,587 | 5,000 | |
| 2,427 | 5,000 | |||||
| 53,333 | 105,599 | |||||
| 1,628 | 5,000 | |||||
| Min Wei | 80,000 | - | 1.98 | 11/15/2028 | 53,333 | 105,599 |
Employment and Consulting Contracts, Termination of Employment, and Change-in-Control Arrangements
The Company has not entered into employment agreements or other compensation agreements with its executive officers. All employee contracts are “at will.” There are no potential payments payable to the named executive officers upon a termination of employment in connection with a change in control.
Director Compensation
The following table sets forth compensation earned by each non-employee Director who served during the year ended December 31, 2023.
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) |
|---|---|---|---|
| Genevieve Baer | $30,000 | $14,542 | $44,542 |
| William J. Caragol (3) | 20,000 | 39,883 | 59,883 |
| Dennis James (3) | 10,000 | 19,935 | 29,935 |
| Ezra Laniado | 30,000 | 14,542 | 44,542 |
| N. Adele Hogan (3) (4) | 10,000 | 4,939 | 14,939 |
| David Montoya (5) | 68,000 | 4,402 | 72,402 |
| (1) | Represents the cash portion of annual director fees for service on the RYVYL Board. |
| (2) | Represents the fair value of the share awards for the year ended December 31, 2023. These amounts reflect the actual value upon vesting realized by the Board member. |
| (3) | Resigned on April 12, 2023. See Item 9B. |
| (4) | Ms. Hogan joined the Board in April 2022. |
| (5) | Mr. Montoya joined the Board in May 2023. |
Each non-employee director has entered into Board of Director Agreements (the “BOD Agreements”). Pursuant to the BOD Agreements, each non-employee director receives cash compensation in the amount of $2,500 per month. Pursuant to the BOD Agreements, each non-employee director will receive equity compensation in the form of shares of Common Stock in an amount equal to $2,500 per month. Each chairman of the independent committees receives cash compensation in the amount of $5,000 per month and equity compensation in the form of shares of Common Stock in an amount equal to $5,000 per month. Additionally, from time to time, each of the independent directors may receive awards pursuant to the Company’s Equity Incentive Plan.
Each non-employee director has agreed to execute an indemnification agreement in favor of the Board member substantially in the form of the agreement attached to each BOD Agreement as Exhibit A (the “Indemnification Agreement”). In addition, so long as the Company’s indemnification obligations exist under the Indemnification Agreement, the Company shall provide the Board member with directors’ and officers’ liability insurance coverage in the amounts specified in the Indemnification Agreement.
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