Reborn Coffee, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Item 11. Executive Compensation
Compensation Philosophy
Our compensation philosophy includes:
| ● | pay for performance; |
| ● | fair compensation that is competitive with market standards; |
| ● | compensation mix according to growth stage of our company as well as job level; and |
| ● | incentivizing employees to work for long-term sustainable and profitable growth of our company. |
Objective of Executive Compensation Program
The objective of our compensation program is to provide a fair and competitive compensation package in the industry to each named executive officer (“NEO”) that will enable us to:
| ● | attract and hire outstanding individuals to achieve our mid-term and long-term visions; |
| ● | motivate, develop and retain employees; and |
| ● | align the financial interests of each named executive officer with the interests of our stakeholders including stockholders and encourage each named executive officer to contribute to enhance value of the Company. |
Our named executive officers for the year 2024, which consist of our principal executive officer and our two highest compensated executive officers, were:
| ● | Jay Kim, President and Chief Executive Officer; and |
| ● | Stephan Kim, Chief Financial Officer. |
Administration
Our Compensation Committee oversees our executive compensation program and is responsible for approving the nature and amount of the compensation paid to our NEOs. The committee also administers our equity compensation plan and awards.
Elements of Compensation
Our compensation program for NEOs consists of the following elements of compensation, each described in greater depth below:
| ● | base salaries; |
| ● | performance-based bonuses; |
| ● | equity-based incentive compensation; and |
| ● | general benefits. |
Base Salary
Base salaries are an annual fixed level of cash compensation to reflect each NEO’s performance, role and responsibilities, and retention considerations.
Equity Compensation
We may pay equity-based compensation to our NEOs in order to link our long-term results achieved for our stockholders and the rewards provided to NEOs, thereby ensuring that such NEOs have a continuing stake in our long-term success.
General Benefits
Our NEOs are provided with other fringe benefits that we believe are commonly provided to similarly situated executives.
Summary Compensation Table – Officers* *
The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2024 and December 31, 2023.
| Salary · Bonus · Stock Awards · Option Awards · Non-equity Incentive plan compensation · Change in Pension Value and Nonqualified deferred compensation · All other Compensation · Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name and principal position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) |
| Jay Kim Chief Executive Officer | 2024 | $162,000 | -0- | -0- | -0- | -0- | -0- | -0- | $162,000 |
| Stephan Kim Chief Financial Officer | 2024 | $124,000 | -0- | -0- | -0- | -0- | -0- | -0- | $124,000 |
| Jay Kim Chief Executive Officer | 2023 | $150,000 | -0- | -0- | -0- | -0- | -0- | -0- | $150,000 |
| Stephan Kim Chief Financial Officer | 2023 | $144,000 | -0- | -0- | -0- | -0- | -0- | -0- | $144,000 |
Employment Agreements
Effective July 27, 2022, we executed an employment agreement with Stephan Kim for Mr. Kim to serve as our full time Chief Financial Officer, effective immediately. Mr. Kim shall receive a monthly payment of $12,000 ($144,000 annually) as compensation for his services, and we granted $56,000 worth of restricted stock units (RSUs), which vested 3 months after employment and can be sold after one year. The employment agreement is an at-will agreement and is terminable by either party at any time.
Except as set forth above we do not currently have employment agreements with any of our NEOs**.**
Timing of Option Awards
We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. We have no policy or practice regarding option grant timing because we do not grant, and have not granted, options to our NEOs. We have not timed the disclosure of material nonpublic information to affect the value of executive compensation. During 2024, we did not grant any stock options to the NEOs during any period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K disclosing material non-public information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report with the SEC.
Outstanding Equity Awards at Fiscal Year-End
As of December 31, 2024, there were no outstanding equity awards for each of the NEOs.
Director Compensation
No compensation was paid to our non-employee directors for services rendered during the years ended December 31, 2024 and 2023.
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