GUIDED THERAPEUTICS INC
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
Summary Compensation Table
The following table lists specified compensation we paid or accrued during each of the fiscal years ended December 31, 2024 and 2023 to the Chief Executive Officer and the Chief Operating Officer, collectively referred to as the “named executive officers.” On March 3, 2023, Dr. Gene Cartwright notified the Board of Directors the Company of his intent to retire from his position as President and Chief Executive Officer of the Company and as a member of the Board. Mark Faupel was appointed by the Corporation’s Board as President and Chief Executive Officer on March 10, 2023.
During 2023, the Compensation Committee of the Board of Directors approved a salary for Mr. Faupel of $200 thousand per annum, beginning May 1, 2023, to be accrued until such time as the Corporation’s Board of Directors determines funds are available to pay Mr. Faupel. Any salary not paid by May 1, 2024 will accrue 6.0% (six percent) annual interest starting on that date and will accrue until the remaining unpaid salary is fully paid off.
The below table reflects the updated roles and total compensation paid to the named executive officers for the years ended December 31, 2024 and 2023:
| Name and Principal Position · Year · Salary ($) · Option and Warrant Awards ($) · Other ($) · Total ($) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mark Faupel, Ph.D. - Chief Executive Officer, President, Acting Chief Financial Officer, Director and Former Chief Operating Officer | 2024 | 200,000 | (1) | 12,000 | (2) | 6,773 | (5) | 218,773 | |||||
| 2023 | 137,333 | (1) | 732,580 | (3) | 19,389 | (5) | 889,302 | ||||||
| Gene S. Cartwright, Ph.D. - Former Chief Executive Officer, President, Acting Chief Financial Officer and Director | 2024 | - | - | - | - | ||||||||
| 2023 | 2,000 | (2) | 59,216 | (4) | - | 61,216 | |||||||
| (1) | From January - April 2023, Dr. Faupel was owed $1,000 per month in compensation. Beginning May 2023, Dr. Faupel is owed $16,667 per month as compensation. Mr. Faupel was paid $44,929 during 2024; the remaining balance of his compensation has been deferred. |
| (2) | During 2022 and through February 2023, Mr. Cartwright was owed $1,000 per month in compensation, which has been deferred and is unpaid. |
| (3) | On February 10, 2023, the Company granted 200,000 stock options to Mr. Faupel. The stock options, which have an exercise price of $0.2629, will expire on February 9, 2033. One fourth of the stock options vested immediately, while the remaining options will vest over a period of 33 months, beginning on May 10, 2023. On May 14, 2023, the Compensation Committee of the Company’s Board of Directors approved the issuance of 4,000,000 common stock warrants to Mr. Faupel, upon his appointment to the Company’s Board as President and Chief Executive Officer. The warrants, which have a strike price of $0.25, are fully vested and will expire on May 13, 2028. |
| (4) | On February 10, 2023, the Company granted 200,000 stock options to Mr. Cartwright, which had an exercise price of $0.2629 and an expiration date of February 9, 2033. One fourth of the stock options vested immediately, while the remaining options were forfeited upon Mr. Cartwright’s retirement in March of 2023. On May 2, 2023, the Company’s Board of Directors approved an extension of the expiration date of Mr. Cartwright’s vested options to June 1, 2025. The amount presented above is equal to the excess of management's estimate of the fair value of the modified awards over the original awards. |
| (5) | Other compensation is related to health insurance benefits. |
Outstanding Equity Awards to Officers at December 31, 2024
| Name and Principal Position | Number of Securities Underlying Vested Options and Warrants | Number of Securities Underlying Unvested Options | Weighted-Average Exercise Price | Weighted-Average Expiration Date |
|---|---|---|---|---|
| Mark Faupel, Ph.D. - Chief Executive Officer, President, Acting Chief Financial Officer, Director and Former Chief Operating Officer | 4,572,727 | 127,273 | 0.27 | 11/17/28 |
Outstanding Equity Awards to Directors at December 31, 2024
| Name and Principal Position | Number of Securities Underlying Vested Options | Number of Securities Underlying Unvested Options | Weighted-Average Exercise Price | Weighted-Average Expiration Date |
|---|---|---|---|---|
| Michael C. James, Chairman and Director | 152,273 | 97,727 | 0.25 | 02/26/33 |
| John E. Imhoff, M.D., Director | 152,273 | 97,727 | 0.25 | 02/26/33 |
| Alan Grujic, Director | 100,000 | 100,000 | 0.20 | 11/05/33 |
Equity Compensation Policy
While we do not have a formal written policy in place with regard to the timing of certain equity awards in relation to the disclosure of material nonpublic information, our Board and the Compensation Committee do not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed. It has been our practice generally to grant initial equity awards to our officers and non-employee directors in connection with their hiring or appointment to the Board, as applicable. We generally intend to issue equity awards to our officers at approximately the same time each year, typically in close proximity to the first regularly scheduled meeting of our Compensation Committee each fiscal year.
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