Aeluma, Inc.
For the period ended Jun 30, 2025. Filed Sep 9, 2025.
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FY2025 · Filed Sep 9, 2025
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Item 11. Executive Compensation
As an “emerging growth company” as defined in the JOBS Act and a smaller reporting company we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies and smaller reporting companies.
Summary Compensation Table
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer during the fiscal years ended June 30, 2025 and 2024 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
| Name and principal position · Year · Salary ($) · Bonus ($) · Stock Awards ($) · Option Awards ($) (4) · Non-Equity Incentive Plan Compensation ($) · Nonqualified Deferred Compensation Earnings ($) · All Other Compensation ($) · Total ($) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Jonathan Klamkin, CEO | 2025 | $271,667 | (1) | $163,800 | - | $1,427,360 | - | - | - | $1,862,827 |
| and Director | 2024 | $255,000 | (1) | - | - | - | - | - | - | 255,000 |
| James Seo | 2025 | $159,000 | (2)(3) | - | - | $99,345 | - | - | - | $258,345 |
| Interim CFO | 2024 | $152,500 | - | - | - | - | - | - | $152,500 | |
| (1) | On January 27, 2025, the Board of Directors approved an increase in Mr. Klamkin’s annual salary to $295,000. On January 10, 2024, The Board of Directors approved issuing him 220,000 options with a 4-year vesting schedule, with an exercise price of $7.80 per share, subject to continued service as of each such vesting date. |
| (2) | On January 1, 2025, The Board of Directors approved issuing Mr. Seo 15,000 options with a 4-year vesting schedule, with an exercise price of $8.86 per share, subject to continued service as of each such vesting date. |
| (3) | Mr. Seo was Interim Financial Officer from March 18, 2025 to August 4, 2025. |
| (4) | The dollar amounts in this column reflect the grant date fair value of stock option awards granted during the fiscal year ended June 30, 2025. These amounts have been calculated in accordance with FASB ASC Topic 718. |
**Employment and Change in Control Agreements **
We have an employment agreement in place with our Chief Financial Officer, Christopher Stewart, pursuant to which he was granted 110,000 stock options and 55,000 restricted stock units (“RSUs”). The stock options have an exercise price of $21.04, with 25% of the stock options vesting on the twelve (12) month anniversary of Mr. Stewart’s employment with the Company. The balance of the stock options will vest in equal monthly increments, on each monthly anniversary of Mr. Stewart’s employment start date with the Company, over the next thirty-six (36) months. The stock options expire on the 10-year anniversary of their vesting date. 25% of the shares underlying the RSUs will vest at the end of the fiscal quarter following the twelve (12) month anniversary of Mr. Stewart’s employment start date with the Company, with a pro-rated amount for any partial quarter preceding the twelve (12) month anniversary. The balance of the RSUs will vest in equal quarterly increments, with a pro-rated amount for any partial final quarter. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock. Additionally, as per his employment agreement, if Mr. Stewart is terminated by the Company without cause or by Mr. Stewart for good reason, within a period of (i) ninety (90) days before, or (ii) twelve (12) months following, a change of control, any unvested options and RSUs held by Mr. Stewart pursuant to the Company’s 2021 Stock Incentive Plan (the “Plan”) shall vest and become immediately exercisable subject to and in accordance with the Plan and the relevant grant agreement(s). In the case of the options, such options shall be exercisable within the earlier of ninety (90) days after the termination date and the expiry date of the options set forth in the grant agreement.
Outstanding Equity Awards at Fiscal Year End
The following table presents information regarding certain outstanding shares held by each of our named executive officer as of June 30, 2025. These shares were converted into shares of our common stock in connection with the Merger, and the table below reflects all outstanding shares as of June 30, 2025 as if they had been granted by us.
Outstanding Equity Awards at June 30, 2025
| Stock Options | Stock Awards | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Prices ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Share or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Been Issued (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Been Issued ($) |
| Jonathan Klamkin(1) | 62,500 | 37,500 | - | 2.10 | 11/30/2032 | - | - | - | - |
| 27,499 | 192,501 | - | 7.80 | 1/10/2035 | - | - | - | - | |
| James Seo(2) | 19,999 | 20,001 | 3.00 | 5/15/2033 | |||||
| 1,875 | 13,125 | - | 8.86 | 1/1/2035 | - | - | - | - | |
| (1) | On November 30, 2022, we granted Mr. Klamkin a stock option to purchase 100,000 shares of our common stock, vesting in equal quarterly installments over four years, subject to his continued service on each vesting date. On January 10, 2025, we granted him a stock option to purchase 220,000 shares of our common stock, vesting in equal monthly installments over four years, also subject to his continued service on each vesting date. |
| (2) | On May 15, 2023, we granted Mr. Seo a stock option to purchase 40,000 shares of our common stock. Twenty-five percent of the options will vest after twelve months of continuous employment from the grant date, with the remaining shares vesting in equal monthly installments over the following three years, subject to his continued service on each applicable vesting date. Additionally, on January 1, 2025, we granted him a stock option to purchase 15,000 shares of our common stock, vesting in equal monthly installments over four years, also subject to his continued service on each vesting date. |
Compensation Paid to Directors
The following table provides a summary of compensation paid to directors, who are not also executive officers, during the fiscal year ended June 30, 2025. The only director who is also an executive director is Mr. Klamkin, whose compensation is included in the Summary Compensation table above.
| Director · Fees Earned or Paid in Cash ($) · Stock Awards ($) · Option Awards ($)(1)(2) · All Other Compensation ($) · Total ($) | ||||||
|---|---|---|---|---|---|---|
| Steven P. DenBaars | - | - | 534,950 | - | 534,950 | |
| Craig Ensley | - | - | 542,621 | - | 542,621 | |
| John Paglia | - | - | 555,813 | - | 555,813 | |
| Michael Byron | - | - | 233,336 | (3) | - | 233,336 |
| (1) | The dollar amounts in this column reflect the grant date fair value of stock option awards granted during the fiscal year ended June 30, 2025. These amounts have been calculated in accordance with FASB Accounting Standards Codification Topic 718. |
| (2) | On January 10, 2024, we granted stock options to Mr. DenBaars, Mr. Ensley and Mr. Paglia to purchase 84,663, 85,885 and 87,973 shares, respectively, of our common stock at an exercise price of $7.80, subject to their continued service through each such applicable vesting date. Twenty-five percent of each grant will vest February 28, 2025, with the remaining shares vesting in equal installments on May 31, August 31 and November 30, 2025. |
| (3) | On February 10, 2025, we entered into an independent director agreement with Mr. Byron, pursuant to which we issued him 45,833 stock options at an exercise price of $5.93 per share and provided him with standard indemnification. The terms of the option grants are as follows: 833 of the stock options shall vest on February 28, 2025, with the remaining 15,000 shares vesting in equal installments on May 31, August 31 and November 30, 2025. |
Pension, Retirement or Similar Benefit Plans
With the exception of the executive officers who are eligible for participation in the company 401(k) plan, there are currently no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Cash or non-cash compensation may be paid to our executive officers, including stock options, at the discretion of the board of directors or a committee thereof.
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