Greenland Mines Ltd
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
As an emerging growth company under the JOBS Act we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers (other than our principal executive officer) serving as executive officers at the end of our most recently completed fiscal year (collectively, our “Named Executive Officers”). This section describes the executive compensation program in place for our Named Executive Officers during the years ended December 31, 2024 and December 31, 2023, who are the individuals who served as our principal executive officer and two most highly compensated executive officers.
This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below and the non-employee members of our Board.
Summary Compensation Table
| Salary · Bonus · Awards · Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position | Year | ($) | ($) | ($)(1) | ($) (6) | ||||
| Joseph Sinkule - Chief Executive Officer(2) | 2024 | 300,000 | 180,000 | 1,174,900 | 1,654,900 | ||||
| Joseph Sinkule - Chief Executive Officer | 2023 | 160,000 | - | - | 160,000 | ||||
| Jeffrey LeBlanc - Chief Financial Officer(3) | 2024 | 121,875 | 80,000 | 555,000 | 756,875 | ||||
| Peter Moriarty - Chief Business Officer(4) | 2024 | 112,500 | 60,000 | 660,152 | 832,652 | ||||
| (1) | In accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock options in this column is a non-cash expense for the Company that reflects the fair value of the stock options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market price of our Common Stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note 2 to this Form 10-K for the year ended December 31, 2024. |
| (2) | Total compensation for Joseph Sinkule during 2024 includes two separate stock awards, of which one million shares and one million stock options were granted, representing stock-based compensation of $1,174,900. Both awards vested upon grant. The grant date fair values of these separate one million share grants were $0.80 per share for the stock grant and $0.37 per share for the stock option grant. |
| (3) | Total compensation for Jeffrey LeBlanc during 2024 included two grants of 100,000 shares and 400,000 shares. The 100,000 share grant vested upon grant and the 400,000 shares vest 50% after one year and 50% after the second year. From the stock awards granted, 400,000 shares have not vested as of December 31, 2024. |
| (4) | Total compensation for Peter Moriarty during 2024 included three grants of 100,000, 100,000 and 400,000 shares. The two separate 100,000 share grants vested upon grant and the 400,000 shares vest 50% after one year and 50% after the second year. From the stock awards granted, 400,000 shares have not vested as of December 31, 2024. |
Employment Agreements with our Named Executive Officers
Employment Agreement with Dr. Joseph Sinkule
On October 24, 2024, Dr. Joseph Sinkule, the Company’s Chief Executive Officer, entered into a new three-year employment agreement with the Company.
Pursuant to the Employment Agreement, Dr. Sinkule will receive an annual base salary of $360,000, and an equity award consisting of 1,000,000 options pursuant to the Company’s 2024 Incentive Plan. The options are valid for a period of three (3) years and have an exercise price equal to the closing price of the Company’s common stock on October 24, 2024. In addition, Dr. Sinkule will be eligible to participate in the Company’s annual bonus program for executives.
There are no family relationships between Dr. Sinkule and any other executive officer or director of the Company, and there are no arrangements or understandings between Dr. Sinkule and any other person pursuant to which he was appointed as an officer of the Company. Dr. Sinkule is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Employment Agreement with Jeffrey LeBlanc
On August 15, 2024, we entered into an employment agreement with Mr. LeBlanc. In connection with his appointment as Chief Financial Officer, on August 15, 2024, we entered into an Employment Agreement with Mr. LeBlanc for a term of three years. Pursuant to the Employment Agreement, Mr. LeBlanc will receive an annual base salary of $325,000, an initial equity award consisting of the Company’s common stock of 100,000 shares, and an additional equity award of 400,000 shares of the Company’s common stock, with 200,000 of such shares vesting on the first anniversary of the agreement and 200,000 of such shares vesting on the second anniversary of the agreement. In addition, Mr. LeBlanc will be eligible to participate in the Company’s annual bonus program for executives.
There are no family relationships between Mr. LeBlanc and any other executive officer or director of the Company, and there are no arrangements or understandings between Mr. LeBlanc and any other person pursuant to which he was appointed as an officer of the Company. Mr. LeBlanc is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Employment Agreement with Peter Moriarty
On August 15, 2024, we entered into an employment agreement with Mr. Moriarty. In connection with his appointment as a Chief Operating Officer, on August 15, 2024, Mr. Moriarty and the Company entered into an Employment Agreement for a term of three years. Pursuant to the Employment Agreement, Mr. Moriarty will receive an annual base salary of $300,000, an initial equity award consisting of the Company’s common stock of 100,000 shares and an additional equity award of 400,000 shares of the Company’s common stock, with 200,000 of such shares vesting on the first anniversary of the agreement and 200,000 of such shares vesting on the second anniversary of the agreement. In addition, Mr. Moriarty will be eligible to participate in the Company’s annual bonus program for executives.
There are no family relationships between Mr. Moriarty and any other executive officer or director of the Company, and there are no arrangements or understandings between Mr. Moriarty and any other person pursuant to which he was appointed as an officer of the Company. Mr. Moriarty is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes, for each of our Named Executive Officers, the number of shares of our Common Stock underlying outstanding stock options and the number of shares that have not vested under stock awards as of December 31, 2024:
| Option Award · Stock Awards | |||||||
|---|---|---|---|---|---|---|---|
| Name | Grant Date | Number of Shares Underlying Unexercised Options (#) Exercisable | Number of Shares Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock That Have Not Vested | Market Value of Units of Stock That Have Not Vested |
| Joseph Sinkule(1) | 10/24/2024 | 1,000,000 | - | $0.55 | N/A | - | - |
| Jeffrey LeBlanc(2) | - | - | - | - | N/A | 400,000 | $194,000 |
| Peter Moriarty(3) | - | - | - | - | N/A | 400,000 | $194,000 |
| (1) | Under the terms of the stock award agreement, on December 24, 2024, Joseph Sinkule received 1,000,000 stock options which immediately vested at an exercise price of $0.55 each. |
| (2) | Under the terms the stock award agreement, on August 15, 2024, Jeffrey LeBlanc received 400,000 share grants which vest under time restriction, whereby 50% vest after one year and the remaining 50% vest after two years from the grant date. The market value of the stock awards was $194,000 resulting from 400,000 shares at the December 31, 2024 Klotho’s common stock close price of approximately $0.49. |
| (3) | Under the terms of the stock award agreement, on August 15, 2024, Peter Moriarty received 400,000 share grants which vest under time restriction, whereby 50% vest after one year and the remaining 50% vest after two years from grant date. The market value of the stock awards was $194,000 resulting from 400,000 shares at the December 31, 2024 Klotho’s common stock close price of approximately $0.49. |
Incentive Award Plans
Equity Incentive Plan
On the date of the consummation of the Business Combination, the Stock Incentive Plan became effective. The Equity Incentive Plan is described in greater detail in the section of the Proxy Statement/Prospectus titled “Proposal No. 4-The Incentive Plan Proposal,” which is incorporated herein by reference.
The description of the Stock Incentive Plan is subject to and qualified in its entirety by reference to the Stock Incentive Plan, which is filed hereto as Exhibit 10.4 and the terms of which are incorporated by reference herein.
Director Compensation
The following table sets forth for each non-employee director that served as a director during the year ended December 31, 2024 certain information concerning his or her compensation for the year ended December 31, 2024:
Year Ended December 31, 2024
| Name | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|
| Shalom Z. Hirschman | $120,000 | $120,000 |
| Samuel Zentman | - | - |
| Jon W. McGarity | - | - |
| Riad El-Dada | - | - |
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