UPEXI INC
For the period ended Jun 30, 2024. Filed Dec 16, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Dec 16, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 11. Executive Compensation
The particulars of the compensation paid to the following persons:
| (a) | our principal executive officers; |
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary($) | Bonus($) | StockAwards($) | OptionAwards($)(3) | Non-Equity IncentivePlanCompensation ($) | Nonqualified Deferred Compensation Earnings($) | AllOtherCompensation($) | Total($) |
|---|---|---|---|---|---|---|---|---|---|
| Allan Marshall, CEO, and Director (2) | 2024 | 840,000 | 250,769 | - | - | - | - | - | 1,090,769 |
| 2023 | 840,000 | 341,068 | 90,000 | 1,271,068 | |||||
| Andrew Norstrud, Chief Financial Officer (3) | 2024 | 250,000 | - | - | - | - | - | - | 250,000 |
| 2023 | 250,000 | 150,000 | 30,000 | 430,000 | |||||
| Anthony Bazan, COO (1) | 2023 | 294,800 | 294,800 | ||||||
| (1) | Anthony Bazan resigned all positions with the Company on June 15, 2023. |
| (2) | At June 30, 2024, Allan Marshall had an accrued and unpaid bonus of $399,231 not included in this compensation table. |
| (3) | At June 30, 2024, Andrew Norstrud had an accrued and unpaid bonus of $375,000 not included in this compensation table. |
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors. The value of the option awards is based on the intrinsic value at date of grant.
| (3) | Represents equity-based compensation expense calculated in accordance with the provisions of Accounting Standards Codification Section 718 – Compensation – Stock Compensation, using the Black-Scholes option pricing model as set forth in Notes to our consolidated financial statements in Item 13. |
Employment Agreements
On March 15, 2021, the Company entered a new employment agreement that superseded all previous agreements with Allan Marshall, Chairman and Chief Executive Officer (the “Marshall Employment Agreement”). The Marshall Employment Agreement provides for a three-year term ending on March 15, 2025, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard 1-year automatic extension clause if there is no notice by the Company of termination. Mr. Marshall received a starting base salary at the rate of $460,000 per year which can be adjusted by the Compensation Committee. In the previous contract Mr. Marshall was granted an option to purchase 1,111,112 shares of Common Stock at a price of $1.53 per share with 555,556 shares vesting immediately and 555,556 shares vesting ratably over a two-year period. The options are exercisable for 10 years and provide for cashless exercise. Mr. Marshall is entitled to receive an annual bonus based on criteria to be agreed to by Mr. Marshall and the Compensation Committee. The Marshall Employment Agreement contains standard termination, change of control, non-compete and confidentiality provisions.
On February 1, 2021, the Company entered an employment agreement with Andrew Norstrud, Chief Financial Officer (the “Norstrud Employment Agreement”). The Norstrud Employment Agreement provides for a three-year term ending on February 1, 2024, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard 1-year automatic extension clause if there is no notice by the Company of termination. Mr. Norstrud received a starting base salary at the rate of $250,000 per year which can be adjusted by the Compensation Committee. Mr. Norstrud was granted an option to purchase 388,889 shares of Common Stock at a price of $1.53 per share vesting ratably over a two-year period. The options are exercisable for 10 years and provide for cashless exercise. Mr. Norstrud is entitled to receive an annual bonus based on criteria to be agreed to by Mr. Norstrud and the Chief Executive Officer and the Compensation Committee. The Norstrud Employment Agreement contains standard termination, change of control, non-compete and confidentiality provisions.
Outstanding Equity Awards at Fiscal Year- End Table
The following table summarizes equity awards granted to Named Executive Officers and directors that were outstanding as of June 30, 2024:
| Option Awards · Stock Awards | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Number of Securities Underlying Unexercised Options:# Exercisable | Number of Securities Underlying Unexercised Options:# Unexercisable | Equity Incentive Plan Awards:Number of Securities Underlying Unearned and Unexercisable Options: | Option Exercise Price$ | OptionExpirationDate | # 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 of Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested$ |
| Allan Marshall, CEO, and Director | 62,500 | - | - | $83.60 | 7/21/2031 | - | - | - | - |
| 41,667 | - | - | $30.60 | 6/1/2029 | - | - | - | - | |
| Andrew Norstrud, | 10,000 | - | - | $83.60 | 7/21/2031 | - | - | - | - |
| Chief Financial Officer and Director | 8.334 | - | - | $30.60 | 2/1/2031 | - | - | - | - |
| 19,445 | - | - | $30.60 | 6/1/2029 | - | - | - | - | |
| Gene Salkind, Director | 2,500 | - | - | $77.40 | 9/30/2027 | - | - | - | - |
| 2,500 | - | - | $83.60 | 7/21/2031 | - | - | - | - | |
| 1,389 | - | - | $30.60 | 2/1/2031 | - | - | - | - | |
| Tomas C. Williams, Director | 2,500 | - | - | $77.40 | 9/30/2027 | - | - | - | - |
| 2,500 | - | - | $83.60 | 7/21/2031 | - | - | - | - | |
| 1,389 | - | - | $30.60 | 2/1/2031 | - | - | - | - | |
| Lawrence H Dugan, Director | 2,500 | - | - | $77.40 | 9/30/2027 | - | - | - | - |
| 2,500 | - | - | $83.60 | 7/21/2031 | - | - | - | - | |
| 1,389 | - | - | $30.60 | 2/1/2031 | - | - | - | - | |
Directors Compensation
Our directors also receive cash compensation of $5,000 per quarterly board meeting and receive $5,000 up to $7,000 per year for being committee chair.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.