EXECUTIVE AND DIRECTOR COMPENSATION
The following tables provide information regarding the compensation for services rendered in all capacities to the Company and its subsidiaries for the fiscal years ended December 31, 2024, and December 31, 2023, by the Company’s Chief Executive Officer, Chief Financial Officer and President of the Company whose employment commenced on April 30, 2024. The listed individuals are herein referred to as the “named executive officers.”
Summary Compensation Table
| Name and principal position | Year (b) | Salary ($) | | Bonus ($) | | Stock Awards ($)(1) | | Option Awards ($) | Nonequity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) (h) | All other compensation ($) | | Total ($) |
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| Yinghua Chen | 2024 | 300,000 | | — | | 1,279,200 | (2) | — | — | — | — | | 1,579,200 |
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| Chief Executive Officer | 2023 | 302,159 | (3) | 100,000 | (4) | — | | — | — | — | 19,448 | (5) | 421,607 |
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| · · · |
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| Roy Anderson | 2024 | 285,000 | | — | | 31,200 | (2) | — | — | — | — | | 316,200 |
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| Chief Financial Officer, Secretary | 2023 | 285,000 | | 10,000 | (4) | — | | — | — | — | — | | 295,000 |
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| · · · |
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| Yangyang Li(6) | 2024 | 266,667 | (7) | — | | 31,200 | (2) | — | — | — | 10,000 | (8) | 307,867 |
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| President | 2023 | — | | — | | — | | — | — | — | 37,500 | (8) | 37,500 |
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| (1) | Amounts in this column reflect the aggregate grant date fair value of restricted stock unit awards granted on February 22, 2024, computed in accordance with FASB ASC Topic 718, as discussed in Note 15 – Stockholders’ Equity of our notes to the consolidated financial statements contained in this Annual Report. The grant date fair value of each restricted stock unit award is measured based on the closing price of the Company’s common stock on the date of grant, which was $1.04. |
| (2) | The restricted stock unit awards were granted on February 22, 2024, and vest as follows: (i) 25% percent of each award vested immediately upon grant and (ii) the remaining shares under each award vest in three equal successive installments upon the named executive officer’s completion of each six-month period of service over the 18-month period measured from the date of grant. |
| (3) | Represents Ms. Chen’s base salary that was paid in Canadian dollars for the period of January 2023 to April 2023 and in U.S. dollars for the period from May 2023 through December 2023. The reported amounts paid in Canadian dollars were converted into U.S. dollars based on the exchange rate on each payment date. |
| (4) | Represents a one-time cash bonus awarded to Ms. Chen and Mr. Anderson. In January 2024, the Compensation Committee determined that Ms. Chen and Mr. Anderson would be awarded a one-time cash bonus of $100,000 and $10,000, respectively, based on individual performance and in light of the Company’s improved financial performance in 2023 as compared to 2022, primarily due to the implementation of various operating efficiencies and the positive impact of various strategic transactions announced or completed in 2023. |
| (5) | Represents a lump sum payment of accrued and unused vacation time due to a change in the treatment of paid time off. |
| (6) | Mr. Li was appointed President of the Company on April 30, 2024. |
| (7) | Reflects the base salary paid to Mr. Li in 2024 beginning on his hire date on April 30, 2024. |
| (8) | Represents compensation received as a director of the Company in fiscal year 2023 and 2024. |
Employment Arrangements
The Company does not have employment agreements with any of its current named executive officers other than Ms. Chen, which is described below. The compensation for our named executive officers is set by the Compensation Committee and for 2024 was comprised of base salary and discretionary bonus based on the Compensation Committee’s assessment of the Company’s financial performance and progress in achieving its objectives in 2024. Mr. Anderson’s base salary was set at $285,000 for 2023 and 2024 and Mr. Li’s base salary was set at $400,000 for 2024.
Yinghua Chen Employment Agreement
On March 6, 2024, the Company entered into an employment agreement (the “Chen Employment Agreement”) with the Company’s current Chief Executive Officer, Ms. Ying Hua (Yinghua) Chen. Pursuant to the Chen Employment Agreement, Ms. Chen will, among other things, (i) receive a base annual salary of $300,000, subject to adjustment as the Board deems appropriate; and (ii) be eligible to receive an annual incentive bonus of up to 60% of her annual salary, as determined annually at the discretion of the Board. The Chen Employment Agreement has an initial term of five years, provided that the term may be extended for additional periods of up to one-year by mutual written agreement. If Ms. Chen’s employment is terminated by the Company without cause (including non-renewal of the term by the Company) or due to her death or disability, or Ms. Chen resigns for good reason (as defined in the Chen Employment Agreement), she will be entitled to receive severance equal to 60 months of her base salary over a 60-month period in equal installments, less applicable taxes and withholdings, as well as any accrued, unused vacation pay, and all outstanding options and restricted stock awards will become fully vested. The severance is subject to Ms. Chen’s execution of a release of claims in favor of the Company.
Outstanding Equity Awards at Fiscal Year-End
As of December 31, 2024, the Company’s named executive officers had the following outstanding equity awards:
| Name (a) · Number of securities underlying unexercised options exercisable (#)(b) · · Number of Securities underlying unexercised options unexercisable (#)(c) · · Equity Incentive plan awards: Number of Securities underlying unexercised unearned options unexercisable (#)(c) · Option exercise price ($)(e) · Option expiration date (f) · Number of shares of units of stock that have not vested (#)(g) · Market value of shares or units of stock that have not vested ($)(h) · Equity Incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(i) · · Equity Incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(j)(1) · |
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| Yinghua Chen | 40,000 | (2) | — | | 2.11 | 7/01/2030 | | | | |
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| 56,250 | (3) | 18,750 | (3) | 2.21 | 11/11/2031 | | | | |
| | | | | 615,000 | (4) | 487,695 | (4) |
| Roy Anderson | | | | | | 15,000 | (4) | 11,895 | (4) |
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| Yangyang Li | 30,000 | (5) | 10,000 | (5) | 2.48 | 5/6/2031 | | | | |
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| | | | | 15,000 | (4) | 11,895 | (4) |
| (1) | Based on a closing price of $0.7930 per share of common stock of the Company as reported on the last trading day of the 2024 fiscal year, December 31, 2024. |
| (2) | Represents a stock option granted to Ms. Chen on July 1, 2020 in connection with service as a member of the Board of Directors. The option vests in 4 equal annual installments on each of July 1, 2021, 2022, 2023, and 2024. |
| (3) | Represents a stock option granted on November 11, 2021 in connection with Ms. Chen’s employment as the Company’s Chief Investment Officer. The option vests in four equal annual installments on each of November 11, 2022, 2023, 2024, and 2025. |
| (4) | Represents restricted stock awards granted on granted on February 22, 2024, which vested as follows: (i) 25% of each award vested immediately upon grant and (ii) the remaining shares under each award vest in three equal successive installments upon the named executive officer’s completion of each six-month period of service over the 18-month period measured from the date of grant. |
| (5) | Represents a stock option granted on May 6, 2021 in connection with service as a member of the Board of Directors. The option vests in four equal annual installments on each of May 6, 2022, 2023, 2024, and 2025. |
Director Compensation
The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during the year ended December 31, 2024. The compensation earned by employee directors is reported in the Summary Compensation Table above.
| Director Compensation Table |
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| Name (a) · Fees earned or paid in cash ($) (b) · Stock Awards ($) (c) (1)(2) · All other compensation ($) (g) · Total ($) (h) |
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| Zongmin Ding(3) | 3,763 | — | — | | 3,763 |
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| Yushi Guo | 30,000 | 31,200 | — | | 61,200 |
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| Joseph Lahti(4) | 10,000 | 20,800 | — | | 30,800 |
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| Jingsheng (Jason) Lu | 20,000 | 20,800 | — | | 40,800 |
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| Adam Pliska(5) | 6,667 | 20,800 | 80,000 | (6) | 107,467 |
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| Guanzhou (Jerry) Qin | 30,000 | 31,200 | — | | 61,200 |
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| Yuanfei Qu | 20,000 | 20,800 | — | | 40,800 |
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| Mao Sun(7) | 10,000 | — | — | | 10,000 |
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| Chi Zhao(8) | 20,000 | — | — | | 20,000 |
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| (1) | Amounts in this column reflect the aggregate grant date fair value of restricted stock awards granted on February 22, 2024, computed in accordance with FASB ASC Topic 718, as discussed in Note 15 – Stockholders’ Equity of our notes to the consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2024. The grant date fair value of each restricted stock award is measured based on the closing price of the Company’s common stock on the date of grant, which was $1.04. |
| (2) | The restricted stock unit awards were granted to certain directors on February 22, 2024, and vest as follows: (i) 25% vested immediately upon grant and (ii) the remaining shares vesting in three equal successive installments upon the reporting person’s completion of each six-month period of service over the 18-month period measured from the date of grant. |
| (3) | The Board appointed Mr. Ding to the Board as a Class A director on October 23, 2024, pursuant to that certain securities purchase agreement by and between the Company and Blue Planet New Energy Technology Limited, dated October 18, 2024. On April 25, 2025, Mr. Ding resigned as a director of the Company effective immediately. |
| (4) | Mr. Lahti resigned as director effective July 1, 2024. In connection with Mr. Lahti’s resignation, the vesting of Mr. Lahti’s 20,800 restricted stock unit award was accelerated. |
| (5) | Mr. Pliska resigned as director effective April 30, 2024. In connection with Mr. Pliska’s resignation, the vesting of Mr. Pliska’s 20,800 restricted stock unit award was accelerated. |
| (6) | In February 2022, Mr. Pliska entered into a consulting arrangement with the Company pursuant to which he agreed to provide certain business and strategic advice to the Company. Mr. Pliska received a consulting fee in the amount of $80,000 for fiscal year 2024. |
| (7) | The Board appointed Mr. Sun to the Board as a Class B director on July 1, 2024. |
| (8) | The Board appointed Ms. Zhao to the Board as a Class C director on April 30, 2024. |
Director Compensation Program
In March 2023, the Company’s Board of Directors approved the following compensation for non-employee directors: (i) annual $20,000 fee for director services; and (ii) annual $10,000 fee for committee chairs (capped at $10,000 per director). The Company has the option to pay such amounts in cash or shares of Common Stock issued from the Company’s incentive plan (valued at the closing price of the common stock on the trading day immediately prior to the scheduled payment date), with the current fees payable in cash. The fees are payable monthly by the Company.
