SOBR Safe Inc
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
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FY2024 · Filed Apr 15, 2025
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ITEM 11. – EXECUTIVE COMPENSATION
The particulars of compensation paid to the following persons:
| (a) | all individuals serving as our Principal Executive Officers during the year ended December 31, 2024; |
| (b) | each of our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, 2024 who had total compensation exceeding $100,000; and |
| (c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2024. |
Executive Officers and Directors
The following tables set forth certain information about compensation paid, earned or accrued for services by (i) the Company’s Chief Executive Officer and (ii) all other executive officers who earned in excess of $100,000 in the years ended December 31, 2024, and 2023 (“Named Executive Officers”):
| SUMMARY COMPENSATION TABLE | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| David Gandini, CEO and Secretary(2) | 2024 | 300,000 | -0- | -0- | -0- | -0- | -0- | -0- | 300,000 |
| 2023 | 300,000 | -0- | 150,062(3) | 1,048,159(4) | -0- | -0- | -0- | 1,498,221(3,4) | |
| Christopher Whitaker, Chief Financial Officer (5) | 2024 | 225,000 | -0- | -0- | -0- | -0- | -0- | -0- | 225,000 |
| Jerry Wenzel, Former CFO(6) | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| 2023 | 225,000 | -0- | 24,000(7) | -0- | -0- | -0- | -0- | 249,000(7) | |
| Scott Bennett, EVP of Bus Ops(8) | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Michael Watson, Former EVP of Sales & Marketing(9) | 2023 | 158,333 | -0- | -0- | -0- | -0- | -0- | -0- | 158,333 |
| (1) | Includes amounts paid and/or accrued. |
| (2) | Mr. Gandini was appointed as our Chief Executive Officer in October 2021. Mr. Gandini previously served as our Chief Revenue Officer and Chief Financial Officer. |
| (3) | Includes the value of 90 Restricted Stock Units under our 2019 Equity Incentive Plan based on the fair market value of our common stock on the date of the grant. |
| (4) | Includes the value of 464 stock options granted to acquire shares of our common stock under our 2019 Equity Incentive Plan. |
| (5) | Mr. Whitaker was appointed as our Chief Financial Officer in January 2024. Mr. Whitaker previously served as our Vice President of Finance and Accounting. |
| (6) | Mr. Wenzel was hired as our Chief Financial Officer in January 2022, and resigned as our Chief Financial Officer effective December 31, 2023. |
| (7) | Includes the value of 46 Restricted Stock Units under our 2019 Equity Incentive Plan based on the fair market value of our common stock on the date of the grant. |
| (8) | Mr. Bennett was hired as our Executive Vice President of Business Operations in October 2021. Effective March 15, 2023, Scott Bennett will continue as Executive Vice President of Business Operations but will no longer be an officer of the Company. |
| (9) | Mr. Watson was hired as our Executive Vice President of Sales and Marketing in October 2021. Mr. Watson was terminated effective October 13, 2023. |
Employment Contracts
David Gandini. On January 30, 2023, we entered into an Employment Agreement with Mr. Gandini to continue to serve as our Chief Executive Officer through December 31, 2025 (the “Term”). The Term will automatically renew for additional terms of one year unless written notice not to renew is otherwise given by either Mr. Gandini or the Company.
Under the terms of the Employment Agreement, Mr. Gandini will receive an annual base salary of $300,000. For each subsequent calendar year of the Term and Renewal Terms, Mr. Gandini will receive salary adjustments as recommended by the Compensation Committee and approved by the Company’s Board of Directors. Mr. Gandini is also entitled to participate in the Company’s Annual Bonus Plan and any and all other incentive payments available to executives of the Company. Mr. Gandini may also be provided with regular equity grants commensurate with his role and as awarded by the Board of Directors pursuant to the Company’s 2019 Equity Incentive Plan.
Director Compensation
The following table sets forth director compensation for 2024:
| Name | Fees Earned or Paid in Cash($) | Stock Awards($) | Option Awards($) | Non-Equity Incentive Plan Compensation($) | Nonqualified Deferred Compensation Earnings($) | All Other Compensation($) | Total($) |
|---|---|---|---|---|---|---|---|
| David Gandini | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| Ford Fay | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| Steven Beabout | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| Noreen Butler | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| Sandy Shoemaker | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
As of December 31, 2024, we have no formal plan for compensating our directors for their service in their capacity as directors, although such directors may receive restricted stock units or stock options to purchase common shares as awarded by our Board of Directors or (as to future stock options) or the Compensation Committee of our Board of Directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.
Outstanding Equity Awards
The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers on December 31, 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 Unexercised Unearned Options(#) | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($) |
| David Gandini(1) | 592 | - | 164 | $869.20-2,552.00 | November 1, 2029 -February 23, 2033(1) | - | - | 90 | $1,035 |
| Christopher Whitaker | 110 | - | 87 | $528.00-2,321.00 | February 23, 2028-November 10, 2028(2) | - | - | - | - |
| (1) | Under the terms of Mr. Gandini’s stock option grant, 292 of the options expire ten (10) years from the date of vesting, or November 1, 2029.Under the terms of Mr. Gandini’s stock option grant, 464 of the options expire ten (10) years from the date of vesting, or February 23, 2033. |
| (2) | Under the terms of Mr. Whitaker’s stock option grant, 60 of the options expire five (5) years from the date of vesting, or February 23, 2028.Under the terms of Mr. Whitaker’s stock option grant, 137 of the options expire five (5) years from the date of vesting, or November 10, 2028. |
Aggregated Option Exercises
No options were exercised during the year ended December 31, 2024, by our named executive officers.
Long-Term Incentive Plan
Currently, our Company does not have a formal long-term incentive plan in favor of any director, officer, consultant or employee of our Company.
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