Power REIT
For the period ended Dec 31, 2023. Filed Mar 29, 2024.
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FY2023 · Filed Mar 29, 2024
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Item 11. Executive Compensation
Trustee Compensation
There was no compensation paid to our independent trustees for the fiscal year ending December 31, 2023, see the table below.
| Trustee Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards (Shares) | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Virgil E. Wenger | $ | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||
| William S. Susman | $ | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||
| Patrick R Haynes, III | $ | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||
| Dionisio D’Aguilar | $ | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||
The table below shows the aggregate number of option and stock awards outstanding at December 31, 2023 for each of our independent trustees.
| Trustee Name | Number of shares Subject to Outstanding Options | Number of Shares Subject to Outstanding Stock Awards |
|---|---|---|
| Virgil E. Wenger | 10,000 | - |
| William S. Susman | 10,000 | - |
| Patrick R Haynes, III | 10,000 | - |
| Dionisio D’Aguilar | 10,000 | - |
Executive Officer Compensation
The Trust is managed by David H. Lesser, the Trust’s Chief Executive Officer and Chairman, with oversight from its Board of Trustees.
Summary Compensation Table
Compensation for our principal executive officer and principal accounting officer for the last two fiscal years ending December 31 is set forth in the table below:
| Name and Principal Positions · Year · Salary · Bonus · Stock Awards · Option Awards (Shares)(2) · All Other Compensation · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| David H. Lesser, Chairman, CEO and CFO | 2023 | $150,000 | $ | - | $ | - | - | $ | - | $150,000 | |
| 2022 | $62,500 | $ | - | $268,800 | (1) | 1,189,895 | $ | - | $1,521,195 | ||
| Susan Hollander, CAO | 2023 | $66,000 | $ | - | $ | - | - | $ | - | $66,000 | |
| 2022 | $63,000 | $ | - | $ | - | 59,494 | $ | - | $122,494 | ||
| (1) | The value reflects the aggregate grant date fair value computed in accordance with FASB ASC 718. Shares vest monthly over 36 months beginning August 1, 2022. |
| (2) | For all option awards, the value reflects date of grant using the Black-Scholes formula. Options vest monthly in a series of 36 equal monthly installments starting on August 1, 2022. |
The following table sets forth outstanding option equity and restricted stock awards granted to the Trust’s principal executive officer and principal accounting officer as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year End
| Option Awards | Stock Awards | |||||||
|---|---|---|---|---|---|---|---|---|
| Name · Year · Number of shares underlying unexercised options (exercisable) (1) · Number of shares underlying unexercised options (unexercisable)(1) · Option exercise price · Option expiration date · Number of shares that have not vested · Market value of shares that have not vested (5) | ||||||||
| David H. Lesser, CEO · 2023 · - · - · - · - · $ · - | ||||||||
| 2022 | 70,833 | 79,167 | $13.44 | 7/15/2032 | ||||
| 2022 | 10,556 | (3) | 6,867 | |||||
| 2021 | - | - | - | 2,778 | (2) | 1,805 | ||
| Susan Hollander, CAO | 2023 | - | - | - | - | |||
| 2022 | 3,542 | 3,958 | $13.44 | 7/15/2032 | - | - | ||
| 2021 | - | - | 83 | (4) | 53 | |||
| (1) | For all option awards, the value reflects date of grant using the Black-Scholes formula. Options vest monthly in a series of 36 equal monthly installments starting on August 1, 2022. |
| (2) | Shares were granted on May 12, 2021 and vest monthly over 36 months on a pro-rata basis starting June, 2021. |
| (3) | Shares were granted on July 15, 2022 and vest monthly over 36 months on a pro-rata basis starting August, 2022. |
| (4) | Shares were granted on May 12, 2021 and vest quarterly over 12 quarters starting July 1, 2021. |
| (5) | Based on the stock price of our common stock at 12/31/23 which is $0.65. |
Clawback Policy
The Board of Trustees has adopted a clawback policy which allows us to recover performance-based compensation, whether cash or equity, from a current or former executive officer in the event of an Accounting Restatement. The clawback policy defines an Accounting Restatement as an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws. Under such policy, we may recoup incentive-based compensation previously received by an executive officer that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts in the Accounting Restatement.
The Board of Trustees has the sole discretion to determine the form and timing of the recovery, which may include repayment, forfeiture and/or an adjustment to future performance-based compensation payouts or awards. The remedies under the clawback policy are in addition to, and not in lieu of, any legal and equitable claims available to the Company. The clawback policy is annexed to this Annual Report as an exhibit.
COMPENSATION DISCUSSION
The Trust’s compensation program is designed to incentivize key individuals to provide services of value to the Trust, including services in the long-term interest of the Trust. Neither the CEO, nor the CAO have written employment agreements and are both part-time employees. Over the last few years, the Trust has focused on minimizing cash compensation and providing incentive compensation in the form of option and restricted stock grants. The compensation program has consisted primarily of occasional option grants and restricted stock grants to our independent trustees, occasional option grants and restricted stock grants to our CEO and occasional option grants to our CAO in additions to the cash salary paid to our CEO and CAO. The Trust believes this approach provides the Trust with increased flexibility to vary the amounts and types of compensation paid to the Trust’s executive officer, to serve the goals of:
| ● | more strongly aligning the interests of the Trust and the interests of its executive officers and trustees, among others, in support of our business expansion and improvement plans; |
| ● | rewarding our executive officers in proportion to the increased duties we are imposing on them and the increased levels of performance we are requiring of them; and |
| ● | rewarding our executive officers and trustees, among others, if and when they achieve substantial successes in expanding and improving our business and prospects, including, without limitation, by creating long-term shareholder value by increasing funds from operations (“FFO”) and dividends per share through accretive acquisitions of energy and transportation infrastructure. |
In furtherance of these compensation goals, the Compensation Committee approved certain stock grants and option during 2022 to our trustees and CEO and an option grant to our CAO. During 2023 there were no stock grants or options granted to our trustees or officers. See the “Trustee Compensation” table above, for further information as to these grants and our compensation amounts generally.
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