Atlas Lithium Corp
For the period ended Apr 15, 2024. Filed Apr 16, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 15, 2024 · Filed Apr 16, 2024
Contents
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K.
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee views the link between company performance and our named executive officers’ (“NEO”) pay. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
The “Compensation Actually Paid”, which is presented in the table below, is defined by the SEC and does not reflect amounts actually paid, earned or received by our named executive officers. A significant portion of the “Compensation Actually Paid” amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. Any unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our share price. The ultimate values actually realized by our named executive officers from unvested equity awards, if any, cannot be determined until the awards fully vest and are exercised or settled, as the case may be.
| Year (1) | Summary Compensation Table Total for PEO ($)(2)(3) | Compensation Actually Paid to PEO ($)(4) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2)(5) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(6) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(7) | Net Loss ($) |
|---|---|---|---|---|---|---|
| 2023 | $3,229,593 | $3,229,593 | $1,711,915 | $3,193,184 | $2,979.05 | $(41,393,525) |
| 2022 | $1,310,310 | $1,310,310 | $385,176 | $450,468 | $666.67 | $(4,628,520) |
| 2021 | $1,091,273 | $1,091,273 | N/A | N/A | $542.86 | $(2,772,358) |
| (1) | In accordance with Item 402(v) of Regulation S-K, only three years of information is required for smaller reporting companies. |
| (2) | The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) set forth in the Company’s most recently filed Annual Report on Form 10-K. See the footnotes to the SCT for further detail regarding the amounts in this column. The amount reported as the Summary Compensation Table Total for our NEOs in 2022, and as a result, the Compensation Actually Paid calculation for 2022, have been adjusted to correct clerical errors in the Revised Definitive Information Statement on Schedule 14C, filed with the SEC On June 5, 2023. |
| (3) | For all years in question, our Principal Executive Officer (“PEO”) was the Company’s Chairman and Chief Executive Officer, Marc Fogassa. |
| (4) | The following table sets forth the adjustments made during 2021, 2022 and 2023 in the Pay Versus Performance Table to arrive at compensation “actually paid” to our PEO: |
| Adjustments to Determine Compensation “Actually Paid” for PEO | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Column in the SCT | Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End | Increase for Fair Value of Awards Granted during the year that Vest during year | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year | Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation | Total Adjustments |
|---|---|---|---|---|---|---|---|---|
| 2023 | $(2,741,196) | $0 | $2,741,196 | $0 | $0 | $0 | $0 | $2,741,196 |
| 2022 | $(921,165) | $0 | $921,165 | $0 | $0 | $0 | $0 | $921,165 |
| 2021 | $(901,940) | $0 | $901,940 | $0 | $0 | $0 | $0 | $901,940 |
| (5) | During 2021, the Company did not employ any non-PEO NEOs because none of our executive officers, other than the CEO, received compensation in excess of $100,000. During 2022, our remaining NEOs consisted of Gustavo Aguiar (Chief Financial Officer) and Brian Bernier (Vice President, Corporate Development). Mr. Aguiar was appointed as our Chief Financial Officer on March 16, 2022. During 2023, our remaining non-PEO NEOs consisted of Gustavo Aguiar (Chief Financial Officer), Brian Bernier (Vice President, Corporate Development) and Igor Tkachenko (Vice President of Corporate Strategy). |
| (6) | The following table sets forth the adjustments made during 2021, 2022 and 2023 in the Pay Versus Performance Table to arrive at the average compensation “actually paid” to our non-PEO NEOs: |
| Adjustments to Determine Average Compensation “Actually Paid” for PEO | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End | Increase for Fair Value of Awards Granted during the year that Vest during year | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year | Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation | Total Adjustments |
|---|---|---|---|---|---|---|---|---|
| 2023 | $(1,466,386) | $1,389,205 | $995,697 | $516,063 | $46,690 | $0 | $0 | $2,947,655 |
| 2022 | $(247,275) | $297,567 | $15,000 | $0 | $0 | $0 | $0 | $312,567 |
| (7) | Total shareholder return is calculated for each year based on a fixed investment of $100 from the beginning of the earliest year in the table (December 31, 2020) through the end of each applicable year in the table, assuming reinvestment of dividends. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.