UAS Drone Corp
For the period ended Dec 31, 2023. Filed Mar 15, 2024.
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FY2023 · Filed Mar 15, 2024
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Item 11. Executive Compensation
Summary Compensation Table
The following sets forth the compensation of UAS’s Chief Executive Officer during fiscal 2023, and the other persons who served as executive officers during the Company’s fiscal year ended December 31, 2023. Unless otherwise noted, the amounts shown represent what was earned in the Company’s fiscal year ended December 31, 2023.
SUMMARY COMPENSATION TABLE - FISCAL YEAR ENDED DECEMBER 31, 2023
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in Pension Value and Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Yossef Bakula - | 2022 | 107,878 | 0 | 0 | 61,410 | 0 | 0 | 0 | 169,289 |
| CEO | 2023 | 97,568 | 0 | 0 | 20,864 | 0 | 0 | 0 | 118,431 |
| Shlomo Zakai - | 2022 | 28,900 | 0 | 0 | 8,497 | 0 | 0 | 0 | 37,397 |
| CFO | 2023 | 35,262 | 0 | 0 | 2,685 | 0 | 0 | 0 | 37,947 |
Restricted Stock Awards
There were no shares of restricted stock awarded during the Company’s fiscal year ended December 31, 2023.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
Outstanding Equity Awards at Fiscal Year End
There are no outstanding equity awards for the year ended December 31, 2023 except as disclosed below.
Grants of Plan-Based Awards for 2023
The following table presents the outstanding equity awards held as of December 31, 2023 by our named executive officers and directors, all of which have been issued pursuant to our 2021 Equity Compensation Plan, or the 2021 Plan:
| Name | Number of shares that have not vested (#) | Market value of shares that have not vested ($) | Equity incentive plan awards: Number of shares that have not vested (#) | Equity incentive plan awards: Market value of shares that have not vested ($) |
|---|---|---|---|---|
| Yossef Bakula | - | - | 112,500 | 11,250 |
| Erez Nachtomy | - | - | 50,000 | - |
| Eran Antebi | - | - | 30,000 | - |
| Sagiv Aharon | - | - | 30,000 | - |
| Shlomo Zakai | - | - | 12,500 | - |
Pension Benefits
We have no arrangements or plans, except for those we are obligated to maintain pursuant to the Israeli law, under which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options or restricted shares at the discretion of our Board in the future.
Nonqualified Deferred Compensation
The Company does not have a Deferred Compensation Plan for its executive officers.
Other Potential Post-Employment Payments
As of December 31, 2023, there were no named executives with employment contracts that require or required severance or other post-employment payments.
Summary Information about Equity Compensation Plans
Equity Compensation Plan Information
On May 27, 2021, our Board of Directors approved the 2021 Plan, pursuant to which we may issue awards, from time to time, consisting of non-qualified stock options, restricted stock grants and restricted stock units (“RSUs”). In addition, stock option awards that qualify under Section 102 of the Israeli Tax Ordinance (New Version) 1961 (the “ITO”), and/or under Section 3(i) of the ITO, may be granted. A summary of the 2021 Plan is found below.
Under the 2021 Plan, options, restricted share and RSUs may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of our subsidiary. The total number of awards to acquire shares of the Company’s common stock may not exceed 4,800,000 shares. To the extent that an award lapses or is forfeited, the shares subject to such Award will again become available for grant under the terms of the 2021 Plan.
The following table summarizes certain information regarding our equity compensation plans as of December 31, 2023:
| Plan Category | Number of securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of securities remaining available for future issuance under equity compensation plans |
|---|---|---|---|
| Equity compensation plan not approved by security holders | 2,426,812 | 0.81 | 2,373,188 |
No Loans for Option Exercises. It is our policy to not make loans to employees or officers for the purpose of paying for the exercise of stock options.
Director Compensation
We reimburse directors for out-of-pocket expenses they incur when attending meetings of the board of directors. On April 12, 2020, effective as of March 1, 2020, our board of directors approved payment of certain fees to our directors in the amounts of $4,980, $4,980 and $6,950 per month to our directors, Yariv Alroy, Sagiv Aharon and Erez Nachtomy (each, an “Active Director”), respectively. On April 12, 2020, we also enacted a policy to pay each director (that is not otherwise an Active Director) an amount of $1,500 for each calendar quarter and $400 for attendance of each meeting of the board of directors. These amounts are exclusive of Israeli VAT, if applicable.
Director Compensation
The following table provides information regarding compensation earned by, awarded or paid to each person for serving as a director who is not an executive officer during the fiscal year ended December 31, 2023:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Yariv Alroy | 64,395 | - | 64,395 |
| Sagiv Aharon | 60,655 | 6,444 | 67,099 |
| Erez Nachtomy | 84,550 | 10,739 | 95,289 |
| Eran Antebi | 9,253 | 6,444 | 15,697 |
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