Skkynet Cloud Systems Inc
For the period ended Oct 31, 2024. Filed Jan 31, 2025.
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FY2024 · Filed Jan 31, 2025
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Item 11. Executive Compensation
The following tables sets for the compensation for all officers and directors during the past two years:
DIRECTORS and OFFICERS – COMPENSATION
| Annual compensation · Long-term compensation | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Awards · Payouts | |||||||||||
| Name andPrincipalPosition · Year · Salary($) · Bonus($) · Otherannualcompen-sation($) · Restrictedstockaward(s)($) · Securitiesunder-lyingoptions/SARs(#) · LTIPpayouts($) · All othercompen-sation($) · Total Compensation | |||||||||||
| Andrew S. Thomas, (1,6) | 2024 | 129,817 | -- | - | -- | - | -- | -- | 129,817 | ||
| Chief Executive Officer | 2023 | 130,733 | -- | - | -- | - | -- | -- | 130,733 | ||
| Paul Benford, (1,6) | 2024 | 129,817 | -- | - | -- | - | - | - | 129,817 | ||
| Chief Operating Officer | 2023 | 130,733 | -- | - | -- | - | - | - | 130,733 | ||
| Lowell Holden, (2) | 2024 | 49,193 | 7,423 | 56,616 | |||||||
| Chief Financial Officer | 2023 | 48,000 | 7,417 | 55,417 | |||||||
| Paul E. Thomas, (3,6) | 2024 | 129,817 | -- | - | -- | - | - | - | 129,817 | ||
| President | 2023 | 130,733 | 130,733 | ||||||||
| Xavier Mesrobin, | 2024 | 113,259 | 36,736 | 32,906 | -- | -- | -- | -- | 182,901 | ||
| Vice President Sales (5,6) | 2023 | 130,856 | -- | 29,244 | -- | -- | -- | ---- | 160,100 | ||
| Norman Evans, | 2043 | -- | - | 30,000 | - | - | - | -- | 30,000 | ||
| Director (4) | 2023 | -- | - | 30,000 | - | - | - | - | 30,000 | ||
| Kenneth Jennings, | 2024 | -- | -- | 30,000 | -- | -- | -- | -- | 30,000 | ||
| Director (4) | 2023 | -- | -- | 30,000 | -- | -- | -- | -- | 30,000 | ||
| John X Adiletta, | 2024 | -- | -- | 30,000 | -- | -- | -- | -- | 30,000 | ||
| Director (4) | 2023 | - | -- | 30,000 | -- | -- | -- | -- | 30,000 | ||
| (1) | Mr. Andrew S. Thomas and Mr. Benford each received cash payments paid by Cogent Real-Time Systems Inc. of $129,817, respectively. |
| (2) | Mr. Holden through LS Enterprises, Inc., a company of which he is President, received $56,616. |
| (3) | Mr. Paul E. Thomas received cash payments of $129,817 for consulting services through LifeCycle IP Management Inc., which he owns. |
| (4) | Directors’ fees of $30,000 per year per director were paid in cash to three outside directors. |
| (5) | Mr. Mesrobin was paid $113,259 in salary, $36,736 in bonus and $32,906 in commissions. |
| (6) | Compensation is calculated in US dollars for reporting purposes causing a variance from year to year on persons paid in Canadian dollars. |
Employment Agreements
We and our subsidiary, Cogent, have employment agreements with all of our executive officers. The terms and conditions of each such agreement are described below.
Effective January 1, 2012, our subsidiary, Cogent, entered into an Employment Agreement (the “Agreement”) with our CEO, Andrew S. Thomas commencing January 1, 2012. Mr. Thomas will perform identical duties for our Company as well. The Agreement is for a three-year term commencing on January 1, 2012 and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. Thomas is to receive an annual base salary of CDN$140,000, subject to annual increase at the discretion of our Board of Directors. In addition, Mr. Thomas is eligible for an annual cash bonus in an amount to be determined by and otherwise subject to the discretion of the Board of Directors. Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Thomas’s performance. While employed with the Company, the Agreement allows Mr. Thomas to engage in other limited business activities that are not competitive with and do not involve the Company, subject to the prior disclosure to the Company. The Employment Agreement permits Mr. Thomas to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company.
Effective January 1, 2012, our subsidiary, Cogent, entered into an Employment Agreement (the “Agreement”) with our COO, Paul Benford commencing January 1, 2012. Mr. Benford will perform identical duties for our Company as well. The Agreement is for a three-year term commencing on January 1, 2012 and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. Benford is to receive an annual base salary of CDN $140,000, subject to annual increase at the discretion of our Board of Directors. In addition, Mr. Benford is eligible for an annual cash bonus in an amount to be determined by and otherwise subject to the discretion of the Board of Directors. Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Benford’s performance. While employed with the Company, the Agreement allows Mr. Benford to engage in other limited business activities that are not competitive with and do not involve the Company, subject to the prior disclosure to the Company. The Employment Agreement permits Mr. Benford to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company.
Effective January 1, 2012, our subsidiary, Cogent, entered into an Employment Agreement (the “Agreement”) with its Vice President of Intellectual Property, Paul E. Thomas commencing January 1, 2012. Mr. Paul Thomas will also serve as President for our Company as well. The Agreement is for a three-year term commencing on January 1, 2012 and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. Paul Thomas is to receive an annual base salary of CDN $140,000, subject to annual increase at the discretion of our Board of Directors. In addition, Mr. Thomas is eligible for an annual cash bonus in an amount to be determined by and otherwise subject to the discretion of the Board of Directors. Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Paul Thomas’s performance. While employed with the Company, the Agreement allows Mr. Paul Thomas to engage in other limited business activities that are not competitive with and do not involve the Company, subject to the prior disclosure to the Company. The Employment Agreement permits Mr. Paul Thomas to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company.
Effective April 16, 2012, the Company entered into an Employment Agreement (the “Agreement”) with our Chief Financial Officer, Lowell T. Holden commencing April 16, 2012. The Agreement is for an eight-month term commencing on April 16, 2012 and provides for automatic renewal of successive quarterly terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. Holden is to receive an annual base salary of $48,000, subject to annual increase at the discretion of our Board of Directors. In addition, Mr. Holden is eligible for an annual cash bonus in an amount to be determined by and otherwise subject to the discretion of the Board of Directors. Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Holden’s performance. While employed with the Company, the Agreement allows Mr. Holden to engage in other limited business activities that are not competitive with and do not involve the Company, subject to the prior disclosure to the Company. The Employment Agreement permits Mr. Holden to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company.
Effective October 1, 2013, the Company entered into an Employment Agreement (the “Agreement”) with our Vice President, Sales & Marketing, Xavier Mesrobian commencing November 1, 2013 for an indefinite term. The agreement provides that Mr. Mesrobian is to receive an annual base salary of CDN$100,000, subject to annual increase at the discretion of our Board of Directors, and a commission calculated quarterly based on sales/revenue growth of the Company. In addition, Mr. Mesrobian is eligible for an annual cash bonus in an amount to be determined by and otherwise subject to the discretion of the Board of Directors. Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Mesrobian’s performance. The Employment Agreement permits Mr. Mesrobian to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company.
Directors receive $2,500 per month each in fees and are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meeting of the Board of Directors.
The Company has no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company’s directors or executive officers.
The Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any executive officer or director, where such plan or arrangement would result in any compensation or remuneration being paid resulting from the resignation, retirement or any other termination of such executive officer’s employment or from a change-in-control of the Company or a change in such executive officer’s responsibilities following a change-in-control and the amount, including all periodic payments or installments where the value of such compensation or remuneration exceeds $100,000 per executive officer.
During the last completed fiscal year, no funds were set aside or accrued by the Company to provide pension, retirement, or similar benefits for Directors or Executive Officers.
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