American Resources Corp
For the period ended Dec 31, 2023. Filed Apr 15, 2024.
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FY2023 · Filed Apr 15, 2024
AREC$1.17+7.3%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 11. Executive Compensation
The following table sets forth information concerning the annual and long-term compensation of our executive officers for services rendered in all capacities to us during the last two completed fiscal years. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” We also have included below a table regarding compensation paid to our directors who served during the last completed fiscal year. The address for all individuals identified in the following tables is 12115 Visionary Way, Suite 174, Fishers, IN 46038.
Summary Compensation Table - Officers
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (I) | (j) |
|---|---|---|---|---|---|---|---|---|---|
| Name and principalposition | Year | Salary($) | Bonus($) | StockAwards($) | OptionAwards($) | Non-equityIncentive planCompensation($) | Nonqualified deferred compensation earnings($) | All otherCompensation($) | Total($) |
| Mark C. Jensen, (1) CEO | 2022 | 375,000 | -0- | -0- | -0- | -0- | -0- | -0- | 375,000 |
| 2022 | 350,000 | -0- | -0- | 262,625 | -0- | -0- | -0- | 612,625 | |
| Thomas M. Sauve, (2) President | 2022 | 300,000 | -0- | -0- | -0- | -0- | -0- | 8,074 | 308,074 |
| 2022 | 275,000 | -0- | -0- | 137,375 | -0- | -0- | 7,335 | 419,710 | |
| Kirk P. Taylor, (3) CFO | 2022 | 300,000 | -0- | -0- | -0- | -0- | -0- | 25,298 | 325,298 |
| 2022 | 275,000 | -0- | -0- | 95,500 | -0- | -0- | 23,135 | 393,635 | |
| Tarlis R Thompson, (4) COO | 2022 | 197,837 | -0- | -0- | -0- | -0- | -0- | -0- | 197,837 |
| 2022 | 197,837 | -0- | -0- | -0- | -0- | -0- | -0- | 197,837 |
| (1) | On October 1, 2020, the Company entered into an employment agreement, beginning January 1, 2021 and expiring on December 31, 2021, with Mr. Jensen increasing base pay to $250,000 and carrying certain performance bonuses which would be awarded by the board of directors. 60,976 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 450,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2022 and expiring on December 31, 2022, with Mr. Jensen increasing base pay to $350,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 150,000. The value in the option awards represents Black-Scholes Option Pricing Model. No bonus was awarded during 2021 and 2022. |
| (2) | On October 1, 2020, the Company entered into an employment agreement with Mr. Sauve increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors.49,342 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 275,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2022 and expiring on December 31, 2022, with Mr. Sauve increasing base pay to $275,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000. The value in the option awards represents Black-Scholes Option Pricing Model. No bonus was awarded during 2021 and 2022. During 2021, other compensation included $2,865 health insurance reimbursement. During 2022 and 2021, other compensation totaling $2,865 and $7,335 included health insurance reimbursement. |
| (3) | On October 1, 2020, the Company entered into an employment agreement with Mr. Taylor increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors. 49,342 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 100,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2022, and expiring on December 31, 2022, with Mr. Taylor increasing base pay to $275,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000. The value in the option awards represents Black-Scholes Option Pricing Model. No bonus was awarded during 2020 and 2021. During 2021, other compensation totaling included $4,973 health insurance reimbursement. During 2022 and 2021, other compensation totaling $4,973 and $23,045 included health insurance reimbursement. |
| (4) | There is no employment agreement in place for Mr. Thompson. 0 Options were issued during 2022. The value in the option awards represents Black-Scholes Option Pricing Model. |
Director Compensation
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and principal position · Fees Earned or Paid in Cash($) · StockAwards($) · OptionAwards($) · Non-Equity Incentive Plan Compensation($) · Nonqualified deferred compensation earnings($) · All Other Compensation($) · Total($) | |||||||||||||
| Mark C. Jensen (1) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||
| 2022 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||
| Thomas M. Sauve (2) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||
| 2022 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||
| Courtenay O. Taplin (3) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||
| 2022 | -0- | -0- | 199,500 | -0- | -0- | -0- | 199,500 | ||||||
| Michael Layman (4) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||
| 2022 | -0- | -0- | 332,500 | -0- | -0- | -0- | 332,500 | ||||||
| Dr. Gerardine Botte (5) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||
| 2022 | -0- | -0- | 266,000 | -0- | -0- | -0- | 266,000 | ||||||
| Josh Hawes (6) | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||
| 2022 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||
| (1) | The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder. During 2021, 300,000 of options were issued to Mr. Jensen for his service on the board and as serving as chairman. The value of the options have been included in the officer compensation table. During 2024, 450,000 of options were issued to Mr. Jensen for his service on the board and as serving as chairman and member of the strategic committee. During 2022, 400,000 of options were issued to Mr. Jensen for his service on the board and as serving as chairman and member of the strategic committee. The value of the options have been included in the officer compensation table. |
| (2) | The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder. During 2024, 300,000 of options were issued to Mr. Sauve for his service on the board. The value of the options have been included in the officer compensation table. During 2022, 300,000 of options were issued to Mr. Sauve for his service on the board and as serving member of the strategic committee. The value of the options have been included in the officer compensation table. |
| (3) | Mr. Taplin was appointed as a director on November 15, 2018. The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder. During 2021, 150,000 options were issued to Mr. Taplin for his service on the board. During 2024, 150,000 options were issued to Mr. Taplin for his service on the board. During 2022, 150,000 options were issued to Mr. Taplin for his service on the board. |
| (4) | Mr. Layman was appointed as a director on July 16, 2020. The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants valued using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder. During 2021, 250,000 options were issued to Mr. Layman for his service on the board and as chairs of the Audit Committee and Compensation Committee. During 2022, 450,000 options were issued to Mr. Layman for his service on the board and as chairs of the Strategic, Audit Committee and Compensation Committee. |
| (5) | Dr. Botte was appointed as a director on November 23, 2020. The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder. During 2021, 200,000 options were issued to Dr. Botte for her service on the board. During 2024, 150,000 options were issued to Dr. Botte for her service on the board. During 2022, 200,000 options were issued to Dr. Botte for her service on the board. |
| (6) | Mr. Hawes was appointed as a director on XX, 2023. During 2024, 250,000 options were issued to Mr. Hawes for his service on the board and chair of the audit and compensation committees. |
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.
Employment Agreements
Except for our Chief Operating Officer, we have employment agreements with the Named Executive Officers that provide for the base salaries and a discretionary annual performance bonus of up to three times their annual base salary, plus potential participation in the Company’s Employee Incentive Stock Option Plan. The payment of such bonus and/or incentive stock options shall be in the sole discretion of the Company’s Board of Directors. The in-place contracts we effective beginning January 1, 2023 and expired December 31, 2023 with one year automatic extensions effective through December 31, 2024.
Outstanding Equity Awards
The following equity awards, including, options, restricted stock or other equity incentives from the Company to current officers are as follows:
- Chief Executive Officer:
| · | November 23, 2020 to purchase up to 85,976 shares of our Company at $1.64 per share. Those options vest upon issuance. |
| · | February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. |
| · | December 13, 2021 to purchase up to 450,000 shares of our Company at $1.74 per share. Those options vest over 9 years. |
| · | September 26, 2022 to purchase 550,000 shares of our Company at $2.44 per share. Those options vest over 7 years. |
- President:
| · | November 23, 2020 to purchase up to 70,732 shares of our Company at $1.64 per share. Those options vest upon issuance. |
| · | February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. |
| · | December 13, 2021 to purchase up to 275,000 shares of our Company at $1.74 per share. Those options vest over 7 years. |
| · | September 26, 2022 to purchase 350,000 shares of our Company at $2.44 per share. Those options vest over 7 years. |
- Chief Financial Officer:
| · | November 23, 2020 to purchase up to 45,732 shares of our Company at $1.64 per share. Those options vest upon issuance. |
| · | February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. |
| · | December 13, 2021 to purchase up to 100,000 shares of our Company at $1.74 per share. Those options vest over 7 years. |
| · | September 26, 2022 to purchase 200,000 shares of our Company at $2.44 per share. Those options vest over 7 years. |
- Chief Operating Officer, who was issued options under our Employee Incentive Stock Option Plan on
| · | June 18, 2020 to purchase up to 500,000 shares of our Company at $1.13 per share |
| · | June 5, 2019 to purchase up to 75,000 shares of our Company at $2.63 per share |
| · | September 12, 2018 to purchase up to 136,830 shares of our Company at $1.00 per share. Those options vest equally over the course of three years. |
| · | December 13, 2021 to purchase up to 200,000 shares of our Company at $1.74 per share. Those options vest over 7 years. |
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