KULR Technology Group Inc
For the period ended Dec 31, 2023. Filed Apr 12, 2024.
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FY2023 · Filed Apr 12, 2024
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Item 11. Executive Compensation
Summary Compensation Table
The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, 2023 and 2022 by (i) our principal executive officer, (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2023 and whose total compensation for the 2023 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000, (iii) a person who would have been included as one of our two most highly compensated executive officers, other than our principal executive officer, but for the fact that he was not serving as one of our executive officers as of December 31, 2023 (the individuals falling within categories (i), (ii) and (iii) are collectively referred to as the “Named Executive Officers”):
| · · · · · · · · · · · · · · · · · · | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · Stock · · Option · · Total | ||||||||||||||
| Name and Principal Position · · Year · Salary · Bonus · Awards · Awards · · Earned · | ||||||||||||||
| Michael Mo | 2023 | | $333,649 | | $— | | $— | | $— | | $333,649 | | ||
| Chief Executive Officer | 2022 | | $306,159 | | $— | | $1,443,000 | | $— | | $1,749,159 | (1) | ||
| Shawn Canter | 2023 | | $188,369 | | $— | | $1,380,000 | | $— | | $1,568,369 | (2) | ||
| Chief Financial Officer | 2022 | | $— | | $— | | | | | $— | | $— | | |
| William Walker | 2023 | | $223,703 | | $— | | $266,000 | | $— | | $489,703 | (3) | ||
| Chief Technology Officer | | 2022 | | $151,250 | | $12,000 | | $309,000 | | $— | | $472,250 | (4) | |
| (1) | Includes the incremental value of an equity modification for 1,500,000 shares of the Company’s common stock previously deemed to be earned upon achieving market capitalization milestones up to $4 billion, which will now vest in four equal increments over four years. |
| (2) | Includes cash compensation earned from date of hire March 31, 2023 through December 31, 2023. Also includes 1,500,000 shares of the Company’s common stock which vest in five equal increments over five years. |
| (3) | Includes 350,000 shares of the Company’s common stock which vest in four equal increments over four years. |
| (4) | Includes cash compensation earned from date of hire March 16, 2022 through December 31, 2022. Also includes 150,000 shares of the Company’s common stock which vest in four equal increments over four years. |
Employment Contracts; Termination of Employment and Change-in-Control Arrangements
We have not entered into employment agreements with our officers and directors and our Board of Directors has the sole discretion to pay salaries and incentive bonuses, including merit-based cash and equity bonuses.
During the year ended December 31, 2023, the Board, at the recommendation of the Compensation Committee, approved the following compensation for each of the following officers of the Company:
| ● | On February 2, 2023, the Board approved the appointment of Shawn Canter as the Chief Financial Officer. In connection with his appointment, the Board authorized an annual salary of $250,000 and granted Mr. Canter 1,500,000 shares of the company’s common stock, which shall vest in five equal annual installments. |
| ● | On July 12, 2023, the Board granted Dr. William Walker 350,000 shares of the Company’s common stock, which shall vest in four equal annual installments. |
Equity Compensation Plans
On August 15 and November 5, 2018, the Board of Directors and a majority of the Company’s shareholders, respectively, approved the 2018 Equity Incentive Plan (the “2018 Plan”). Under the 2018 Plan, 15,000,000 shares of common stock of the Company are authorized for issuance. The 2018 Plan provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, and restricted stock units to employees, directors and consultants of the Company and its affiliates. The 2018 Plan requires the exercise price of stock options to be not less than the fair value of the Company’s common stock on the date of grant.
Compensation of Directors
On November 1, 2022, the Board of the Company appointed a Lead Independent Director (“Lead Director”) and a non-Lead Independent Director (“non-Lead Director”) of the Board, to hold office until the earlier of the expiration of the term of office of the director whom they have replaced, successors are duly elected and qualified, or the earlier of such director’s death, resignation,
disqualification, or removal. Furthermore, the Lead Director will receive annual cash compensation equal to $150,000 upon their appointment and the non-Lead Independent Director (“non-Lead Director”) will receive annual cash compensation equal to $95,000. Additionally, all independent Board members were granted 37,500 shares of common stock, which shares vested quarterly in 7,500 share installments and were fully vested as of December 31, 2023.
Compensation Recovery Policy
We have adopted a compensation recovery policy, effective as of November 29, 2023, that complies with the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Clawback Policy”). Subject to the terms of the Clawback Policy, the Clawback Policy requires us to recover certain cash or equity-based incentive compensation payments or awards made or granted to an executive officer in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. See Exhibit 97 which includes our full Clawback Policy.
Outstanding Equity Awards at Fiscal Year-End
The following table discloses information regarding outstanding equity awards granted or accrued as of December 31, 2023, for our named executive officers.
| | | | | | |
|---|---|---|---|---|---|
| Outstanding Equity Awards | |||||
| Stock Awards | |||||
| · · Number of Shares or Units of · · Market Value of Units of | |||||
| · · Stock that have not vested · · Stock that have not vested | |||||
| Name · · (#) · · ($) | |||||
| Michael Mo (Chief Executive Officer) | 1,125,000 | | $213,750 | ||
| Shawn Canter (Chief Financial Officer) | | 1,500,000 | | | 285,000 |
| Dr. William Walker (Chief Technology Officer) | | 450,000 | | | 85,500 |
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