Royalty Management Holding Corp
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Item 11. Executive Compensation
Executive Officer and Director Compensation
Overview
As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have opted to comply with the scaled disclosure requirements applicable to emerging growth companies.
The named executive officer and director compensation described in this section discusses our 2024 compensation programs. This discussion may contain forward-looking statements that are based on the Company’s current plans, considerations, expectations and determinations regarding future compensation programs.
Executive and Director Compensation
The Company’s Board of Directors, with input from our Chief Executive Officer, has historically determined the compensation for our named executive officers. Our named executive officers for the fiscal year ended December 31, 2024, which consist of our principal executive officer and the next two most highly compensated executive officers who were serving as executive officers as of December 31, 2024, are:
| · | Thomas Sauve, Chief Executive Officer; and |
| · | Kirk Taylor, Chief Financial Officer |
Summary Compensation Table
The following table sets forth information concerning the annual and long-term compensation of our executive officers and directors for services rendered in all capacities to us during the last completed fiscal year. 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.
| (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($) | ||||||||||||||||
| Thomas M. Sauve, Chief Executive Officer, Director (1) | 2024 | $100,000 | -0- | 8,310 | -0- | -0- | -0- | $108,310 | ||||||||
| 2023 | $165,000 | -0- | -0- | -0- | -0- | -0- | $165,000 | |||||||||
| Kirk P. Taylor, Chief Financial Officer | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||
| 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| Julie Griffith, Director (2) | 2024 | -0- | -0- | 9,476 | -0- | -0- | -0- | 9,476 | ||||||||
| 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| Josh Hawes, Director (3) | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||
| 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| Roy Smith, Director (4) | 2024 | -0- | -0- | 9,476 | -0- | -0- | -0- | 9,476 | ||||||||
| 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| Ben Kincaid, Director (5) | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||
| 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| Gary Ehlebracht, Director (6) | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||
| 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| Daniel Hasler, Director (7) | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||
| 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| Mark Laverghetta, Director (8) | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||
| 2023 | 15,000 | -0- | -0- | -0- | -0- | -0- | 15,000 | |||||||||
| Peter Rodriguez, Director (9) | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||
| 2023 | 15,000 | -0- | -0- | -0- | -0- | -0- | 15,000 | |||||||||
| Benjamin Wrightsman, Director (10) | 2024 | -0- | -0- | 9,403 | -0- | -0- | -0- | 9,403 | ||||||||
| 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| (1) | Thomas Sauve was appointed a Director of the Company prior to October 31, 2023. 2024 accrued compensation of $100,000 was converted to preferred stock on September 1, 2024 and December 31, 2024. The value of the stock warrants in Column (d) represents amortized book value of warrants valued using the Black-Scholes Options Pricing Model and does not represent the actual cash value of the warrants to the warrant holder. During 2024, 25,000 stock warrants were issued for board service. 2023 compensation of $150,000 was converted to preferred stock on September 1, 2024. 2023 Board compensation of $15,000 was also converted to preferred stock on September 1, 2024. |
| (2) | Julie Griffith was appointed as a director on October 31, 2023, as part of the Business Combination. The value of the stock warrants in Column (d) represents amortized book value of warrants valued using the Black-Scholes Options Pricing Model and does not represent the actual cash value of the warrants to the warrant holder. During 2024, 25,000 stock warrants were issued for board service. |
| (3) | Josh Hawes was appointed as a director on November 25, 2024. |
| (4) | Roy Smith was appointed as a director on February 12, 2024. The value of the stock warrants in Column (d) represents amortized book value of warrants valued using the Black-Scholes Options Pricing Model and does not represent the actual cash value of the warrants to the warrant holder. During 2024, 25,000 stock warrants were issued for board service. |
| (5) | Ben Kincaid was appointed as a director on November 25, 2024. |
| (6) | Gary Ehlebracht was appointed as a director at the Company’s inception on January 10, 2021. His board service ended on February 7, 2024. |
| (7) | Daniel Hasler was appointed as a director at the Company’s inception on January 10, 2021. His board service ended on February 7, 2024. |
| (8) | Mark Laverghetta was appointed as a director of Royalty Management Corporation, the wholly owned subsidiary of the Company, at its inception on June 21, 2021. $15,000 of board comp was accrued and later converted to preferred stock of the Company on October 16, 2024. His board service ended on October 31, 2023. |
| (9) | Peter Rodriguez was appointed as a director of Royalty Management Corporation, the wholly owned subsidiary of the Company, at its inception on June 21, 2021. $15,000 of board comp was accrued and later converted to preferred stock of the Company on October 16, 2024. His board service ended on October 31, 2023. |
| (10) | Benjamin Wrightsman was appointed as a director on February 12, 2024. The value of the stock warrants in Column (d) represents amortized book value of warrants valued using the Black-Scholes Options Pricing Model and does not represent the actual cash value of the warrants to the warrant holder. During 2024, 25,000 stock warrants were issued for board service. His board service ended on November 25, 2024. |
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