CareView Communications Inc
For the period ended Dec 31, 2024. Filed Apr 1, 2025.
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FY2024 · Filed Apr 1, 2025
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ITEM 11. EXECUTIVE COMPENSATION
| ITEM 11. | EXECUTIVE COMPENSATION. |
|---|
Summary Compensation Table
The table below shows certain compensation information for services rendered in all capacities for the last two fiscal years ended December 31, 2024, and 2023. The information includes the dollar value of base salaries, bonus awards, the number of non-qualified stock options (“Options”) granted and certain other compensation, if any, whether paid or deferred.
| Name and · Salary · Bonus · Stock Awards · Option Awards · Non-Equity Incentive Plan Compensation · Nonqualified Deferred Compensation Earnings · All Other Compensation · Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) |
| Steven G. Johnson (1) (President, CEO, Sec., Treas.) | 2024 | $256,878 | — | — | — | — | — | $24,266 | $281,144 |
| 2023 | $256,878 | — | — | — | — | — | $24,266 | $281,144 | |
| Sandra K McRee (2) (COO) | 2024 | $217,248 | — | — | $534,127 | — | — | $15,266 | $766,641 |
| 2023 | $217,248 | — | — | — | — | — | $15,266 | $232,514 | |
| Jason T. Thompson (3) (Principal Financial Officer) | 2024 | — | — | — | — | — | — | — | — |
| 2023 | — | — | — | — | — | — | — | — | |
| (1) | For 2024: All Other Compensation includes $9,000 for car allowance and $15,266 for health insurance premiums paid on Mr. Johnson’s behalf. |
| For 2023: All Other Compensation includes $9,000 for car allowance and $15,266 for health insurance premiums paid on Mr. Johnson’s behalf. |
| (2) | For 2024 and 2023: All Other Compensation is for health insurance premiums paid on Ms. McRee’s behalf. |
| (3) | Mr. Thompson was named Principal Financial Officer and Chief Accounting Officer effective January 1, 2018, upon the resignation of our former CFO. |
Outstanding Equity Awards at Fiscal Year End
The table below shows outstanding equity awards for our executive officers as of the fiscal year ended December 31, 2024, which equity awards consists solely of ten-year, non-qualified stock options (the “Options”). No executive officers have exercised any of their Options.
| Option Awards · Stock Awards | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Securities Underlying Unexercised Options (#) · Number of Securities Underlying Unexercised Options (#) · Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options · Option Exercise Price · Option Expiry · Number of Shares or Units of Stock That Have Not Vested · Market Value of Shares or Units of Stock That Have Not Vested · Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested · Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||||
| Name and Office · Exercisable · Unexercisable · (#) · ($) · Date · (#) · ($) · (#) · ($) | |||||||||||
| Steve G. Johnson (Pres., CEO, Sec.,Treas.) | 2,000,000 | (1) | — | — | $0.10 | 12/05/26 | — | — | — | — | |
| 666,667 | (2) | — | — | $0.06 | 11/28/27 | — | — | — | — | ||
| 1,200,000 | (3) | — | — | $0.04 | 08/08/30 | — | — | — | — | ||
| Sandra K McRee (COO) | 1,000,000 | (4) | — | — | $0.53 | 02/22/25 | — | — | — | — | |
| 2,000,000 | (5) | — | — | $0.10 | 12/05/26 | — | — | — | — | ||
| 2,000,000 | (6) | — | — | $0.10 | 12/20/27 | — | — | — | — | ||
| 7,400,000 | (7) | — | — | $0.04 | 08/08/30 | — | — | — | — | ||
| 2,967,371 | 5,934,742 | (8) | — | $0.06 | 03/02/34 | — | — | — | — | ||
| Jason T. Thompson (Principal Financial Officer) | 235,295 | (9) | — | — | $0.17 | 08/29/26 | — | — | — | — | |
| 666,667 | (10) | — | — | $0.06 | 11/28/27 | — | — | — | — | ||
| 1,200,000 | (11) | — | — | $0.04 | 08/08/30 | — | — | — | — | ||
| 51,877 | 103,753 | (12) | — | $0.06 | 03/02/34 | — | — | — | — | ||
(1) All underlying shares vested on December 7, 2019.
(2) All underlying shares vested on November 11, 2020.
(3) All underlying shares vested on August 10, 2023.
(4) All underlying shares vested on February 25, 2018.
(5) All underlying shares vested on December 7, 2019.
(6) All underlying shares vested on December 3, 2020.
(7) All underlying shares vested on August 10, 2023.
(8) One third of the underlying shares vested on March 4, 2025.
(9) All underlying shares vested on August 31, 2019.
(10) All underlying shares vested on November 20, 2020.
(11) All underlying shares vested on August 10, 2023.
(12) One third of the underlying shares vested on March 4, 2025.
Employment Agreements with Executive Officers
We have no employment agreements with our executive officers.
Director Compensation
Our Directors Compensation Policy state that a cash retainer to outside directors shall be paid quarterly in advance as of the first day of each fiscal quarter. Cash retainers shall commence effective as of January 1, 2017, or at such later date as the Company is in a position to pay cash retainers. No cash retainers were paid in 2024 or 2023 per the terms of the Directors Compensation Policy as the Company was not in a financial position to pay such cash retainers.
Our Directors have also been granted non-qualified stock options from time to time as detailed in the table below. During the period ended December 31, 2024, there were no options granted to Directors.
The table below shows outstanding equity awards for our directors who are not executive officers, which equity awards consists solely of ten-year, non-qualified stock options. No options have been exercised.
| Fees Earned or · Stock Awards · Option Awards · Non-Equity Incentive Plan Compensation · Nonqualified Deferred Compensation Earnings · All Other Compensation · Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Paid in Cash | ($) | ($)(1) | ($) | ($) | ($) | ($) | ||||||
| $24,000 | $24,000 | ||||||||||||
| $50,700 | $50,700 | ||||||||||||
| $24,000 | $24,000 | ||||||||||||
| $36,000 | $36,000 | ||||||||||||
| L. Allen Wheeler (2) | — | — | $9,338 | — | — | — | $9,338 | ||||||
| $16,900 | $16,900 | ||||||||||||
| $24,000 | $24,000 | ||||||||||||
| $24,000 | $24,000 | ||||||||||||
| $36,000 | $36,000 | ||||||||||||
| Steven B. Epstein (3) | — | — | $9,338 | — | — | — | $9,338 | ||||||
| $24,000 | $24,000 | ||||||||||||
| $24,000 | $24,000 | ||||||||||||
| $36,000 | $36,000 | ||||||||||||
| Dr. James R. Higgins (4) | — | — | $9,338 | — | — | — | $9,338 | ||||||
| Jeffery C. Lightcap | — | — | — | — | — | — | — | ||||||
| $24,000 | $24,000 | ||||||||||||
| $24,000 | $24,000 | ||||||||||||
| $36,000 | $36,000 | ||||||||||||
| David R. White (5) | — | — | $9,338 | — | — | — | $9,338 | ||||||
| (1) | The valuation methodology used to determine the fair value of the options granted during the year was the Black-Scholes Model. The Black-Scholes-Merton model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected life of the options. For more detail, see NOTE 4 of the Notes to Consolidated Financial Statements attached hereto. |
| (2) | An aggregate of 2,251,962 are vested as of December 31, 2024. |
| (3) | An aggregate of 2,151,962 are vested as of December 31, 2024. |
| (4) | An aggregate of 2,101,962 are vested as of December 31, 2024. |
| (5) | An aggregate of 2,101,962 are vested as of December 31, 2024. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.