NutriBand Inc.
For the period ended Jan 31, 2025. Filed Apr 28, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 28, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 11. Executive Compensation
Executive Compensation
The table below shows the compensation for services in all capacities we paid during the years ended January 31, 2025 and 2024 to the individuals serving as our principal executive officers during the last completed fiscal year and our other two most highly paid executive officers at the end of the last completed fiscal year (whom we refer to collectively as our “named executive officers”);
| Name and Principal Position · Year · Salary $ · Bonus Awards $ · Stock Awards $ · Option/ Awards(1) $ · Incentive Plan Compensation $ · Nonqualified Deferred Earnings $ · All Other Compensation $ · Total $ | ||||||
|---|---|---|---|---|---|---|
| Gareth Sheridan, | 2025 | 150,000 | 203,368 | 5,000 | 358,368 | |
| CEO(1) | 2024 | 150,000 | 38,000 | 82,110 | 25,000 | 285,110 |
| Serguei Melnik | 2025 | 150,000 | 203,368 | 5,000 | 358,368 | |
| President | 2024 | 150,000 | 82,110 | 25,000 | 257,110 | |
| Alan Smith | 2025 | 154,000 | 142,004 | 5,000 | 301,004 | |
| Chief Operating Officer | 2024 | 154,000 | 42,720 | 5,000 | 201,720 | |
| Gerald Goodman | 2025 | 110,000 | 147,584 | 5,000 | 262,584 | |
| Chief Financial Officer | 2024 | 110,000 | 52,866 | 30,000 | 192,866 | |
(1)
| Directors Compensation | |||||||
|---|---|---|---|---|---|---|---|
| Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation’ ($) (e) | Change in Pension Value and NonQualified Deferred Compensation Earnings ($) (f) | All Other Compensation ($) (g) | Total ($) (h) |
| Mark Hamilton | $5,000 | $— | $59,664 | $— | $— | $— | $64,664 |
| Radu Bujoreanu | $5,000 | $— | $55,444 | $— | $— | $— | $60,444 |
| Stefani Mancas | $5,000 | $— | $49,116 | $— | $— | $— | $54,116 |
| Irina Gram | $5,000 | $— | $ | $— | $— | $— | $5,000 |
Employment Agreements with Company Officers
The Company entered into a three-year employment agreement with Gareth Sheridan, our CEO, and Serguei Melnik, our President, effective February 1, 2022. The agreement also provides that the executives will continue as a director. The agreement provides for an initial term, commencing on the effective date of the agreement and ending on January 31, 2025, and continuing on a year-to-year basis thereafter unless terminated by either party on not less than 30 days’ notice given prior to the expiration of the initial term or any one-year extension. For their services to the Company during the term of the agreement, Mr. Sheridan and Mr. Melnik will receive an annual salary of $250,000 per annum, commencing on the effective date of the agreement. Mr. Sheridan and Mr. Melnik will also receive a performance bonus of 3.5% of net income before income taxes. As of July 31, 2022, the Company and Mr. Sheridan and Mr. Melnik mutually agreed to reduce their annual salary to $150,000.
| Net Operating Profit Before Income Taxes | Performance Bonus |
|---|---|
| On the First $10 Million | 3.5% |
| On the Next $40 Million | 3.5% |
| On the Next $50 Million | 3.0% |
| On all Amounts Over $100 Million | 2.5% |
Each of the Employment Agreements contains similar provisions for discharge for “cause”, including breach of the Employment Agreement or specified detrimental conduct by the employee, in which cases accrued compensation would payable as provided in the Employment Agreements. The Agreements also provide for termination by the executives for “good reason”, comprising events such as breach of the Agreement by the Company, assignment of duties inconsistent with the Executive’s position, , or in the event of a change in control of the Company. In the event of a termination by the Company without cause, or by the executive for “good reason”, the Company is required to pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts:
| A. | the sum of (1) the executive’s annual minimum salary through the date of termination to the extent not theretofore paid, (2) any annual incentive payment earned by the executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any annual performance bonus payment earned by the executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and (5) any business expenses incurred by the executive that are unreimbursed as of the date of termination;5 |
| B. | The product of (1) the performance bonus payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the date of termination occurs as of the date of termination, and the denominator of which is 365; |
| C. | the amount equal to the sum of (1) three (3) times the executive’s annual minimum salary; (2) one (1) times the performance bonus payment and (3) one (1) times the incentive payment; |
| D. | In the event executive is not fully vested in any retirement benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts executive would have been paid if he or she had been vested on the date his/her employment was terminated and the amounts paid or owed to the executive pursuant to such retirement plans; |
| E. | The product of (1) the incentive payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the date of termination occurs as of the date of termination, and the denominator of which is 365; and |
| F. | If applicable, the present value of the amount equal to the sum of five (5) years’ Performance Bonus pay with such amount being calculated based on the Performance Bonus paid to the Employee the year prior to Termination. |
In addition, all stock options and warrants outstanding as of the date of termination and held by the executive shall vest in full and become immediately exercisable for the remainder of their full term; all restricted stock shall no longer be restricted to the extent permitted by law, and the Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible.
Gross-up Reimbursement on Excise Taxes Paid by Employee on Certain Payments received from Company
The Employment Agreements of Mr. Sheridan and Mr. Melnik provide that, to the extent any payment under the Employment Agreement to the executive is subject to the excise tax imposed by section 4999 of the Internal Revenue Code, the executive is entitled to a gross-up payment from the Company to reimburse the executive for additional federal, state and local taxes imposed on executive by reason of the excise tax and the Company’s payment of the initial taxes on such amount. The Company is also required to bear the costs and expenses of any proceeding with any taxing authority in connection with the imposition of any such excise tax.
Pension Benefits
We currently have no plans that provide for payments or other benefits at, following, or in connection with retirement of our officers.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.