Nuo Therapeutics Inc
For the period ended Dec 31, 2023. Filed Apr 19, 2024.
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FY2023 · Filed Apr 19, 2024
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ITEM 11. Executive Compensation
This following table presents information regarding compensation paid to our named executive officers for the fiscal years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position · Year · Salary · Bonus · Option and Equity Awards (1) · All Other Compen- sation · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| David E. Jorden | 2023 | $225,000 | (2) | $ | - | $ | - | $ | - | $225,000 | |
| Chief Executive and Chief Financial Officer | 2022 | $168,750 | $ | - | $1,786 | (3) | $ | - | $170,536 | ||
| Peter A. Clausen | 2023 | $225,000 | (4) | $ | - | $ | - | $ | - | $225,000 | |
| Chief Scientific Officer and Chief Operating Officer | 2022 | $210,000 | $ | - | $3,247 | (5) | $ | - | $213,247 | ||
| (1) | Represents the grant date fair value of the common stock options issued during the fiscal year indicated, calculated in accordance with FASB ASC Topic 718. The warrant fair value was estimated using the assumptions detailed in Note 2 - Liquidity and Summary of Significant Accounting Principles to the Company’s consolidated financial statements included in this Annual Report. The fair value of the common stock issued was based on the trading price of the stock on the date of issuance. |
| (2) | Effective April 1, 2022, the Board established Mr. Jorden’s annual salary as $225,000. |
| (3) | On March 4, 2022, Mr. Jorden was granted 125,000 immediately exercisable options at an exercise price of $0.75. |
| (4) | Effective January 1, 2022, the Board established Dr. Clausen’s paid annual salary as $180,000 and subsequently adjusted his annual salary to $225,000 effective May 1, 2022. |
| (5) | On March 4, 2022, Dr. Clausen was granted 275,000 options at an exercise price of $0.75 of which one-third were immediately exercisable and the balance vesting quarterly over 3 years. |
Employment Agreements
On May 9, 2022, the Company entered into an employment agreement effective April 1, 2022 with David Jorden, the Company’s Chief Executive and Financial Officer. The employment agreement provides for a base salary to Mr. Jorden of Two Hundred Twenty-Five Thousand Dollars ($225,000) per year and, as determined by the Compensation Committee, an annual bonus of up to 50% of such base salary. The employment agreement with Mr. Jorden also provides, upon certain circumstances, for a severance payment to him of twelve months base salary as in effect at the time upon termination of services, including due to a change in control of the Company. The terms of the employment agreement with Mr. Jorden contain other customary provisions.
On May 9, 2022, the Company also entered into an employment agreement effective January 1, 2022 with Peter Clausen, the Company’s Chief Scientific Officer and Chief Operating Officer. The employment agreement provides for a base salary to Dr. Clausen as of May 1, 2022 of Two Hundred Twenty-Five Thousand Dollars ($225,000) per year and, as determined by the Compensation Committee, an annual bonus of up to 50% of such base salary. Effective January 1, 2024, Dr. Clausen voluntarily reduced his salary by $15,000 to enable a salary increase for other Company employees. The Company anticipates that Dr. Clausen’s voluntary salary reduction will continue until the Company becomes cash flow positive. The employment agreement with Dr. Clausen also provides, upon certain circumstances, for a severance payment to him of twelve months base salary as in effect at the time upon termination of services, including due to a change in control of the Company. The terms of the employment agreement with Dr. Clausen contain other customary provisions.
The descriptions above of the employment agreements for Mr. Jorden and Dr. Clausen are qualified by reference to the actual employment agreements, copies of which are incorporated by reference as exhibits to this Annual Report.
The Company does not provide any pension plans/benefits or nonqualified deferred compensation.
Outstanding Equity Awards
The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, 2023.
Outstanding Equity Awards at December 31, 2023
| Name · Number of Securities Underlying Unexercised Options Exercisable · Number of Securities Underlying Unexercised Options Unexercisable · Option Exercise Price · Option Expiration Date | |||||
|---|---|---|---|---|---|
| David E. Jorden | 162,500 | (1) | - | $1.00 | 6/30/2026 |
| 192,710 | (2) | - | $0.40 | 8/8/2025 | |
| 125,000 | (3) | - | $0.40 | 12/31/2025 | |
| 66,672 | (4) | - | $0.50 | 03/03/2032 | |
| 125,000 | (5) | - | $0.75 | 03/03/2032 | |
| Peter A. Clausen | 183,853 | (2) | - | $0.40 | 8/8/2025 |
| 81,250 | (3) | - | $0.40 | 12/31/2025 | |
| 43,228 | (4) | - | $0.50 | 03/03/2032 | |
| 275,000 | (6) | 76,389 | $0.75 | 03/03/2032 | |
| (1) | 62,500 vested immediately upon the January 9, 2017 date of grant, 50,000 vested on March 31, 2017, and 50,000 vested on December 31, 2017. |
| (2) | Fully vested upon the August 9, 2018 date of grant in settlement of $77,083 and $73,541 of accrued compensation liabilities for Mr. Jorden and Dr. Clausen, respectively. |
| (3) | Fully vested upon the March 4, 2022 date of grant in settlement of $50,000 and $32,500 of accrued compensation liabilities for Mr. Jorden and Dr. Clausen, respectively. |
| (4) | Fully vested upon the March 4, 2022 date of grant in settlement of $33,336 and $21,614 of accrued compensation liabilities for Mr. Jorden and Dr. Clausen, respectively. |
| (5) | Fully vested upon the March 4, 2022 date of grant. |
| (6) | One-third vested immediately upon the March 4, 2022 date of grant and the remainder vest quarterly over three years. |
Potential Payments Upon Termination or Change of Control
The employment agreements of each of Mr. Jorden and Dr. Clausen provides, upon certain circumstances, for a severance payment of twelve months of his base salary as in effect at the time upon termination of services, including due to a change in control of the Company.
Director Compensation in 2023
The Company did not pay any cash or non-cash compensation to our non-executive directors for the fiscal year ended December 31, 2023.
Effective May 1, 2019, concurrent with the Company's decision to then furlough its remaining employees, the Board ceased its cash fees for its service and has not since reinstituted such fees.
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