BIOXYTRAN INC
For the period ended Dec 31, 2023. Filed Mar 22, 2024.
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FY2023 · Filed Mar 22, 2024
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Item 11. Executive Compensation
The following table sets forth information concerning all cash all cash and non-cash compensation awarded to, earned by or paid to the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the Chief Communications Officer (“CCO”), regardless of compensation level. The Company’s CEO, CFO and the CCO are the only officers of the Company for whom compensation disclosure is required pursuant to instruction 1 to Item 402(m)(2) of Regulation S-K.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Total Compensation |
|---|---|---|---|---|---|
| David Platt, Chairman of the Board, | 2022 | $108,900 | $— | $— | $108,900 |
| CEO and President | 2023 | $420,000 | $— | $— | $420,000 |
| Ola Soderquist, CFO | 2022 | $108,900 | $— | $— | $108,900 |
| 2023 | $420,000 | $— | $— | $420,000 | |
| Mike Sheikh, CCO | 2022 | $43,427 | $— | $— | $43,427 |
| 2023 | $280,000 | $— | $— | $280,000 |
Grants of Plan-Based Awards
There were no equity awards to the Company’s Executive Officers during the years ended at December 31, 2023 and 2022.
Outstanding Equity Awards at December 31, 2023; Option exercises and vested
There were no outstanding options or equity awards held by the Company’s Executive Officers at December 31, 2023.
Director Compensation
All compensation paid to our employee Directors is set forth in the table summarizing Executive Officer compensation above. Our non-employee Directors currently are entitled to receive $5,000 of shares of Common Stock per board and/or committee meeting with its basis determined by the weighted average market price over the quarter. There were 463,163 shares, at a fair market value of $113,239, issued as compensation to the Board in 2023. There were 280,000 shares, at a fair market value of $45,840, issued in 2022. Except for the foregoing, there are currently no agreements in effect entitling them to compensation.
Employment Contracts
Our Executive Officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The most substantial provisions include;
| ● | Compensation of three (3) times the employee’s annual salary upon the Termination Date and any target bonus earned, or if termination occurs within 12 months of a change in control, then the terminated employee shall receive two (2) times the employee’s annual salary and any target bonus earned. |
| ● | Continued coverage under any health, medical, dental or vision program or policy, in which they were eligible to participate at the time of employment termination, for 12 months. |
| ● | Provide outplacement services through one or more outside firms of the employee’s choosing up to an aggregate of $50,000. |
There are no other arrangements or plans in which we provide pension, retirement or similar benefits for any of Executive Officers or Directors.
The Board of Directors has set the monthly salary for David Platt and Ola Soderquist to $35,000, and for Mr. Sheikh of $26,250. Additionally, along with a 25% 401(k) Safe Harbor coverage up to the federal limit, currently $66,000 per year plus potential catchup, currently $7,500, as well as reimbursement of a gold-level healthcare plan.
Our Executive Officers and Directors may also receive stock or stock options at the discretion of our Board of Directors in the according to approved the 2021 Stock Plan, or any subsequent Stock Plan.
Compensation Risk Assessment
We have formed a Compensation Committee. In setting compensation, the Compensation Committee will consider the risks to the Company’s stockholders and to achievement of its goals that may be inherent in its compensation programs. The Compensation Committee will review and discuss its assessment with management and outside legal counsel to confirm that the Company’s compensation programs are and will be within industry standards and designed with the appropriate balance of risk and reward to align employees’ interests with those of the Company without incenting employees to take unnecessary or excessive risks. We believe our compensation plans will be appropriately structured consistent with the Company’s status as a pre-revenue start-up enterprise, and will not be reasonably likely to result in a material adverse effect on the Company.
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