United Health Products, Inc.
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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FY2024 · Filed Mar 28, 2025
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Item 11. Executive Compensation Discussion and Analysis
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the overall compensation earned over the fiscal years ended December 31, 2024 and 2023 by (1) each person who served as the principal executive officer of the Company during fiscal year 2024; (2) our most highly compensated (up to a maximum of two) executive officers as of December 31, 2024 with compensation during fiscal year ended 2024 of $100,000 or more; and (3) those individuals, if any, who would have otherwise been included in section (2) above but for the fact that they were not serving as an executive officer as of December 31, 2024.
| Name and Principal Position | FiscalYear | Salary($)(4) | Bonus($) | Stock Awards($)(1) | Options Awards($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation($)(2)(3) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Brian Thom | 2024 | $198,000 | $-0- | $-0- | $-0- | $-0- | $-0- | $198,000 |
| Chief Executive Officer | 2023 | $253,688 | $-0- | $-0- | $-0- | $-0- | $-0- | $253,688 |
| Kristofer Heaton | 2024 | $165,000 | $-0- | $-0- | $-0- | $-0- | $-0- | $165,000 |
| Principal Financial Officer | 2023 | $211,406 | $-0- | $-0- | $-0- | $-0- | $-0- | $211,406 |
| (1) | FASB ASC Topic 718 requires the company to determine the overall full grant date fair value of the restricted stock awards and options as of the date of grant based upon the Black-Scholes method of valuation which total amounts are set forth in the table above under the year of grant, and to then expense that value over the service period over which the restricted stock awards and options become vested. As a general rule, for time-in-service-based restricted stock awards and options, the company will immediately expense any restricted stock awards and option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the restricted stock awards and options. For a description FASB ASC Topic 718 and the assumptions used in determining the value of the restricted stock awards and options under the Black-Scholes model of valuation, see the notes to the financial statements included with this Form 10-K. |
| (2) | Includes all other compensation not reported in the preceding columns, including (i) perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (ii) any “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes; (iii) discounts from market price with respect to securities purchased from the company except to the extent available generally to all security holders or to all salaried employees; (iv) any amounts paid or accrued in connection with any termination (including without limitation through retirement, resignation, severance or constructive termination, including change of responsibilities) or change in control; (v) contributions to vested and unvested defined contribution plans; (vi) any insurance premiums paid by, or on behalf of, the company relating to life insurance for the benefit of the named executive officer; and (vii) any dividends or other earnings paid on stock or option awards that are not factored into the grant date fair value required to be reported in a preceding column. |
| (3) | Includes compensation for service as a director described under Director Compensation, below. |
| (4) | For the year ended December 31, 2023, the amounts include the grant date fair value of $55,688 of stock compensation received in lieu of cash and $66,000 of accrued compensation to Mr. Thom and the grant date fair value of $46,406 of stock compensation received in lieu of cash and $68,750 of accrued compensation for Mr. Heaton. |
For a description of the material terms of each named executive officers’ compensation arrangements, including the terms of any contract, agreement, plan or other arrangement that provides for any payment to a named executive officer in connection with his or her resignation, retirement or other termination, or a change in control of the company see section below entitled “Compensation Arrangements.”
No outstanding common share purchase option or other equity-based award granted to or held by any named executive officer were repriced or otherwise materially modified, including extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined, nor was there any waiver or modification of any specified performance target, goal or condition to payout, other than as described below.
Compensation Agreements
Messrs. Thom and Heaton are being compensated at the monthly rate of $16,500 and $13,750 respectively, pursuant to services agreements entered with each of them.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table sets forth all outstanding equity awards held by our named executive officers as of December 31, 2024.
| Option Awards · Stock Awards | ||||||
|---|---|---|---|---|---|---|
| Name | Number of Securities Underlying UnexercisedOptions (#)Exercisable | Number of Securities Underlying UnexercisedOptions (#)Unexercisable | Option Exercise Price($) | OptionExpirationDate | Number of Shares or Units That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested($) (1) |
| Brian Thom, | — | — | $— | — | 13,225,000 | $0.43 |
| CEO | ||||||
| Kristofer Heaton, | — | — | $— | — | ||
| Principal Financial Officer | 325,000 | $0.71 | ||||
| 400,000 | $1.00 | |||||
| 400,000 | $1.20 | |||||
| (1) | Market value is based on the stock price on the day the Restricted Stock Unit agreement or amendment was entered into. |
Disclosure of Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information.
The Company does not have any adopted policies and practices on the timing of equity incentive awards or grants in relation to the disclosure of material nonpublic information by the Company. The Company does not have a predetermined schedule as to if or when the Company’s Board of Directors grants or awards equity incentives to the Company’s executive officers, employees or members of the Board of Directors. The Board of Directors takes material nonpublic information into account when determining the timing and terms of awards and grants, and whether any disclosure of material nonpublic information is timed for the purpose of affecting the value of executive compensation, and will, in these instances, delay the grant of awards if material news is expected to be made public based on discussions with management.
The Company, during the last completed fiscal year, did not award options or other equity incentives to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report.** **
DIRECTOR COMPENSATION
The following table sets forth certain information concerning the compensation paid to our directors not named as an executive officer in this Item 11 above for services rendered to us during the fiscal year ended December 31, 2024.
| Name | Fees Earned or Paid in Cash ($) | StockAwards (1) (2) | OptionAwards | Total |
|---|---|---|---|---|
| Robert Denser | $— | $— | $— | $— |
| (1) | FASB ASC Topic 718 requires the company to determine the overall full grant date fair value of the restricted stock awards and options as of the date of grant based upon the Black-Scholes method of valuation which total amounts are set forth in the table above under the year of grant, and to then expense that value over the service period over which the restricted stock awards and options become vested. As a general rule, for time-in-service-based restricted stock awards and options, the company will immediately expense any restricted stock awards and option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the restricted stock awards and options. For a description FASB ASC Topic 718 and the assumptions used in determining the value of the restricted stock awards and options under the Black-Scholes model of valuation, see the notes to the financial statements included with this Form 10-K. |
| (2) | During the year ended December 31, 2022, the Board of Directors approved an RSU Agreement to grant 1,000,000 RSU’s to Mr. Denser which vest according to certain performance conditions as discussed in the financial statements. The grant date fair value of the RSU’s granted assuming all performance conditions are met would be $430,000. |
Cash Fees and Options
Currently the Company has no audit, compensation, corporate governance, nominating or other committee of the Board of Directors. No cash fees have been paid to board members for serving on the board.
Travel Expenses
All directors are entitled to be reimbursed for their reasonable out-of-pocket expenses associated with attending director and shareholder meetings in person.
Review of Risks Arising from Compensation Policies and Practices
We have reviewed our compensation policies and practices for all employees and concluded that any risks arising from our policies and practices are not reasonably likely to have a material adverse effect on the Company.
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