American Resources Corp
For the period ended Dec 31, 2024. Filed May 19, 2025.
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FY2024 · Filed May 19, 2025
AREC$1.17+7.3%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 11. Executive Compensation
The following table sets forth information concerning the annual and long-term compensation of our executive officers for services rendered in all capacities to us during the last two completed fiscal years. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” We also have included below a table regarding compensation paid to our directors who served during the last completed fiscal year. The address for all individuals identified in the following tables is 12115 Visionary Way, Suite 174, Fishers, IN 46038.
Summary Compensation Table - Officers
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (I) · (j) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and principal position · Year · Salary ($) · Bonus ($) · Stock Awards ($) · Option Awards ($) · Non-equity Incentive plan Compensation ($) · Nonqualified deferred compensation earnings ($) · All other Compensation ($) · Total ($) | ||||||||||||||||
| Mark C. Jensen, (1) CEO | 2024 | 375,000 | -0- | -0- | 378,000 | -0- | -0- | -0- | 753,000 | |||||||
| 2023 | 375,000 | -0- | -0- | 1,221,000 | -0- | -0- | -0- | 1,596,000 | ||||||||
| Thomas M. Sauve, (2) President | 2024 | 300,000 | -0- | -0- | 207,000 | -0- | -0- | 8.417 | 515,417 | |||||||
| 2023 | 300,000 | -0- | -0- | 915,750 | -0- | -0- | 8,074 | 1,223,824 | ||||||||
| Kirk P. Taylor, (3) CFO | 2024 | 300,000 | -0- | -0- | -0- | -0- | -0- | 26,363 | 326,363 | |||||||
| 2023 | 300,000 | -0- | -0- | 574,500 | 25,298 | 899,798 | ||||||||||
| Tarlis R Thompson, (4) COO | 2024 | 197,837 | -0- | -0- | -0- | -0- | -0- | 26,699 | 224,536 | |||||||
| 2023 | 197,837 | -0- | -0- | -0- | -0- | -0- | -0- | 197,837 | ||||||||
| (1) | On October 1, 2020, the Company entered into an employment agreement, beginning January 1, 2021 and expiring on December 31, 2021, with Mr. Jensen increasing base pay to $250,000 and carrying certain performance bonuses which would be awarded by the board of directors. 60,976 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 450,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2024 and expiring on December 31, 2024, with Mr. Jensen increasing base pay to $375,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 150,000. The Company issued 800,000 and 300,000 stock options in 2023 and 2024, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2023 and 2024. |
| (2) | On October 1, 2020, the Company entered into an employment agreement with Mr. Sauve increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors. 49,342 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 275,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2024 and expiring on December 31, 2024, with Mr. Sauve increasing base pay to $300,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000. The Company issued 625,000 and 225,000 stock options in 2023 and 2024, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2023 and 2024. During 2024 and 2023, other compensation totaling $8,417 and $8,074 included health insurance reimbursement. |
| (3) | On October 1, 2020, the Company entered into an employment agreement with Mr. Taylor increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors. 49,342 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 100,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2024, and expiring on December 31, 2024, with Mr. Taylor increasing base pay to $300,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000. The Company issued 450,000 and 0 stock options in 2023 and 2024, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2024 and 2023. During 2024 and 2023, other compensation totaling $26,363 and $25,298 included health insurance reimbursement. |
| (4) | There is no employment agreement in place for Mr. Thompson. 0 Options were issued during 2024. The value in the option awards represents Black-Scholes Option Pricing Model. During 2024 and 2023, other compensation totaling $26,699 and $0 included health insurance reimbursement. |
Director Compensation
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and principal position · Fees Earned or Paid in Cash ($) · Stock Awards ($) · Option Awards ($) · Non-Equity Incentive Plan Compensation ($) · Nonqualified deferred compensation earnings ($) · All Other Compensation ($) · Total ($) | |||||||||||||
| Mark C. Jensen (1) | 2024 | -0- | -0- | 378,000 | -0- | -0- | -0- | 378,000 | |||||
| 2023 | -0- | -0- | 1,221,000 | -0- | -0- | -0- | 1,221,000 | ||||||
| Thomas M. Sauve (2) | 2024 | -0- | -0- | 207,000 | -0- | -0- | -0- | 207,000 | |||||
| 2023 | -0- | -0- | 915,750 | -0- | -0- | -0- | 915,750 | ||||||
| Courtenay O. Taplin (3) | 2024 | -0- | -0- | 134,597 | -0- | -0- | -0- | 134,597 | |||||
| 2023 | -0- | -0- | 292,500 | -0- | -0- | -0- | 292,500 | ||||||
| Michael Layman (4) | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||
| 2023 | -0- | -0- | 1,132,500 | -0- | -0- | -0- | 1,132,500 | ||||||
| Dr. Gerardine Botte (5) | 2024 | -0- | -0- | 193,500 | -0- | -0- | -0- | 193,500 | |||||
| 2023 | -0- | -0- | 292,500 | -0- | -0- | -0- | 292,500 | ||||||
| Josh Hawes (6) | 2024 | -0- | -0- | 320,000 | -0- | -0- | -0- | 320,000 | |||||
| 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||
| (1) | The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 800,000 and 300,000 of options were issued to Mr. Jensen, respectively. |
| (2) | The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 625,000 and 225,000 of options were issued to Mr. Sauve, respectively. |
| (3) | Mr. Taplin was appointed as a director on November 15, 2018. The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 150,000 and 150,000 options were issued to Mr. Taplin for his service on the board, respectively. |
| (4) | Mr. Layman was appointed as a director on July 16, 2020. The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 0 and 750,000 options were issued to Mr. Layman, respectively. |
| (5) | Dr. Botte was appointed as a director on November 23, 2020. The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 150,000 options were issued to Dr. Botte for her service on the board. |
| (6) | Mr. Hawes was appointed as a director on August 16, 2023. During 2024, 250,000 options were issued to Mr. Hawes for his service on the board and chair of the audit and compensation committees. |
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.
Employment Agreements
Except for our Chief Operating Officer, we have employment agreements with the Named Executive Officers that provide for the base salaries and a discretionary annual performance bonus of up to three times their annual base salary, plus potential participation in the Company’s Employee Incentive Stock Option Plan. The payment of such bonus and/or incentive stock options shall be in the sole discretion of the Company’s Board of Directors. The in-place contracts we effective beginning January 1, 2024 and expired December 31, 2024 with one year automatic extensions effective through December 31, 2024.
Outstanding Equity Awards
The following equity awards, including, options, restricted stock or other equity incentives from the Company to current officers are as follows:
- Chief Executive Officer:
| · | November 23, 2020 to purchase up to 85,976 shares of our Company at $1.64 per share. Those options vest upon issuance. |
| · | February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. |
| · | December 13, 2021 to purchase up to 450,000 shares of our Company at $1.74 per share. Those options vest over 9 years. |
| · | June 28, 2022 to purchase up to 300,000 shares of our Company at $1.52 per share. Those options vest over 5 years. July 27, 2022 to purchase up to 100,000 shares of our Company at $1.94 per share. Those options vest over 2 years. |
| · | January 1, 2023 to purchase 150,000 shares of our Company at $1.32 per share. Those options vest over 4.25 years. April 19, 2023 to purchase 350,000 shares of our Company at $1.29 per share. Those options vest over 5 years. July 18, 2023 to purchase 300,000 shares of our Company at $1.95 per share. Those options vest over 5.25 years. February 8, 2024 to purchase 50,001 shares of our Company at $1.29 per share. Those options vest over 1 years. February 8, 2024 to purchase 249,999 shares of our Company at $1.29 per share. Those options vest over 5.25 years. |
- President:
| · | November 23, 2020 to purchase up to 70,732 shares of our Company at $1.64 per share. Those options vest upon issuance. |
| · | February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. |
| · | December 13, 2021 to purchase up to 275,000 shares of our Company at $1.74 per share. Those options vest over 7 years. |
| · | June 28, 2022 to purchase up to 175,000 shares of our Company at $1.52 per share. Those options vest over 3 years. July 27, 2022 to purchase up to 100,000 shares of our Company at $1.94 per share. Those options vest over 2 years. |
| · | January 1, 2023 to purchase 100,000 shares of our Company at $1.32 per share. Those options vest over 4.25 years. April 19, 2023 to purchase 350,000 shares of our Company at $1.29 per share. Those options vest over 5 years. July 18, 2023 to purchase 175,000 shares of our Company at $1.95 per share. Those options vest over 4.75 years. February 8, 2024 to purchase 175,000 shares of our Company at $1.29 per share. Those options vest over 4.75 years. August 29, 2024 to purchase 50,000 shares of our Company at $0.54 per share. Those options vest over 3 years. |
- Chief Financial Officer:
| · | November 23, 2020 to purchase up to 45,732 shares of our Company at $1.64 per share. Those options vest upon issuance. |
| · | February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. |
| · | December 13, 2021 to purchase up to 100,000 shares of our Company at $1.74 per share. Those options vest over 7 years. |
| · | July 27, 2022 to purchase up to 100,000 shares of our Company at $1.94 per share. Those options vest over 2 years. |
| · | January 1, 2023 to purchase 100,000 shares of our Company at $1.32 per share. Those options vest over 4.25 years. April 19, 2023 to purchase 350,000 shares of our Company at $1.29 per share. Those options vest over 5 years. |
- Chief Operating Officer, who was issued options under our Employee Incentive Stock Option Plan on
| · | September 12, 2018 to purchase up to 136,830 shares of our Company at $1.00 per share. Those options vest equally over the course of three years. |
| · | June 5, 2019 to purchase up to 75,000 shares of our Company at $2.63 per share |
| · | June 18, 2020 to purchase up to 500,000 shares of our Company at $1.13 per share |
| · | December 13, 2021 to purchase up to 200,000 shares of our Company at $1.74 per share. Those options vest over 7 years. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.