Greenwave Technology Solutions Inc
For the period ended Dec 31, 2023. Filed Apr 16, 2024.
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FY2023 · Filed Apr 16, 2024
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Item 11. Executive Compensation
Pay Versus Performance
In August 2022, the SEC adopted final rules to require companies to disclose information about the relationship between executive compensation actually paid and certain financial performance of the company. The information below is provided pursuant to Item 402(v) of SEC Regulation S-K with respect to “smaller reporting companies” as that term is defined in Item 10(f)(1) of SEC Regulation S-K.
| (a) Year | (b) Summary Comp Table Total for PEO ($)(1) | (c) Comp. Actually Paid to PEO ($)(2) | (d) Average Summary Comp. Table for Non-PEO NEOs ($)(3) | (e) Average Comp. Actually Paid to Non-PEO NEOs ($)(4) | (f) Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)(5) | (g) Net Income ($)(6) |
|---|---|---|---|---|---|---|
| 2021 | $650,605 | $650,605 | $24,167 | $24,167 | $783.33 | $2,776,027 |
| 2022 | $1,950,000 | $1,950,000 | $62,942 | $62,942 | $48.94 | $(63,859,328) |
| 2023 | $750,000 | $750,000 | $136,633 | $136,633 | $31.39 | $(33,597,142) |
| (1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Meeks (Chief Executive Officer) from October 2021 to December 2023, along with Mr. Dietrich from January to September 2021, for each corresponding year, in the “Total” column of the Summary Compensation Table. See “Executive Compensation - Summary Compensation Table. |
| (2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Meeks and Mr. Dietrich as computed in accordance with Item 402(v)(2)(iii) of SEC Regulation S-K, which prescribes certain specified additions and subtractions from the amount in column (b). In accordance with the requirements of Item 401(v)(2)(iii) of Regulation S-K, there were no adjustments required to be made to Mr. Meeks’ and Mr. Dietrich total compensation for each year to determine the compensation actually paid. As of December 31, 2023 and 2022, Mr. Meeks was owed $1,200,000 and $950,000 in accrued bonuses, respectively. |
| (3) | The dollar amounts reported in column (d) represent the average amounts reported for the Company’s named executive officers as a group (excluding Mr. Meeks and Mr. Dietrich except from October to November 2021 and after April 2023) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Meeks and Mr. Dietrich except from October to November 2021 and after April 2023) included for purposes of calculating the average amounts in each applicable year are as follows: (a) Mr. Dietrich from October to November 2021 and April to December 2023; (b) Mr. Jordan from April to September 2022; and (c) Mrs. Sickles from September 2022 to April 2023 |
| (4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Meeks and Mr. Dietrich except from October to November 2021 and after April 2023) as computed in accordance with Item 402(v)(2)(iii) of SEC Regulation S-K, which prescribes certain specified additions and subtractions from the amount in column (d). In accordance with the requirements of Item 401(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Meeks and Mr. Dietrich except from October to November 2021 and after April 2023) for each year to determine the compensation actually paid: |
| (5) | Total Shareholder Return is determined based on the value of an initial fixed investment in the Company’s common stock of $100 on December 31, 2020 and calculated in accordance with Item 201(e) of SEC Regulation S-K. |
| (6) | The dollar amounts reported in column (g) represent the amount of net income reflected in our consolidated audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay Versus Performance Table
The Compensation Committee of the Board of Directors of the Company does not have a policy or practice regarding evaluating Total Shareholder Return as part of its determination of compensation decisions for the named executive officers. The Compensation Committee takes various factors into account in determining the competitiveness of its executive compensation. Over the past three fiscal years the Compensation Committee has recognized the significant time and effort required by the executive officers and others to manage the Company’s liquidity by raising capital while reducing operating expenses and cash used in operations, secure and maintain the Company’s listing on the Nasdaq Capital Market, and to source and evaluate merger and acquisition opportunities. To retain qualified executive management, the Board, from 2021 to 2023, paid bonuses to Mr. Meeks that were earned during fiscal year 2021 through 2023. Mr. Meeks last received equity awards in 2021.
All information provided above under the “Pay Versus Performance Information” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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