Soluna Holdings Inc
For the period ended Apr 29, 2024. Filed Apr 29, 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 29, 2024 · Filed Apr 29, 2024
Contents
PAY VERSUS PERFORMANCE
In August 2022, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission adopted a rule requiring companies to disclose the relationship between executive compensation actually paid and the Company’s financial performance.
The following table sets forth specified executive compensation and financial performance measures over a three-year lookback period.
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Loss (in thousands of dollars) |
|---|---|---|---|---|---|---|
| 2023 | $404,373 | $377,705 | $325,373 | $234,352 | 62 | $(27,703) |
| 2022 | $313,846 | $(3,645,896) | $290,113 | $117,286 | 228 | $(99,095) |
| 2021 | $3,785,423 | $5,776,211 | $675,499 | $685,276 | 6 | $(5,261) |
| (1) | For 2023, the PEO Compensation includes four months of compensation for Michael Toporek during his time as Chief Executive Officer of Soluna Holdings (January 1, 2023 through April 30, 2023), and eight months of compensation for John Belizaire as current Chief Executive Officer (from May 1, 2023 to December 31, 2023). Michael Toporek served as Chief Executive Officer of Soluna Holdings during all of 2021 and 2022. |
| 2023 | PEO | Non-PEO NEOs |
|---|---|---|
| Summary Compensation Table Total | $404,373 | $325,373 |
| Less: Grant-Date Fair Value of Equity Awards | 0 | -14,940 |
| Fair Value of Equity Awards Granted During the Year Outstanding and Unvested at Year End | 0 | 8,000 |
| Fair Value of Equity Awards Granted During the Year that Vested During the Year | 0 | 0 |
| Change in Fair Value of Equity Awards Granted in Prior Years Outstanding and Unvested at Year End | -16,668 | -575 |
| Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year | -10,001 | -1,840 |
| Compensation Actually Paid | $377,705 | $316,018 |
| 2022 | PEO | Non-PEO NEOs |
|---|---|---|
| Summary Compensation Table Total | $313,846 | $290,113 |
| Less: Grant-Date Fair Value of Equity Awards | 0 | -38,575 |
| Fair Value of Equity Awards Granted During the Year Outstanding and Unvested at Year End | 0 | 3,953 |
| Fair Value of Equity Awards Granted During the Year that Vested During the Year | 0 | 0 |
| Change in Fair Value of Equity Awards Granted in Prior Years Outstanding and Unvested at Year End | -3,499,997 | -104,126 |
| Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year | -459,745 | -34,080 |
| Compensation Actually Paid | $(3,645,896) | $117,286 |
| 2021 | PEO | Non-PEO NEOs |
|---|---|---|
| Summary Compensation Table Total | $3,785,423 | $675,499 |
| Less: Grant-Date Fair Value of Equity Awards | -3,420,000 | -528,539 |
| Fair Value of Equity Awards Granted During the Year Outstanding and Unvested at Year End | 5,380,000 | 142,685 |
| Fair Value of Equity Awards Granted During the Year that Vested During the Year | 0 | 352,528 |
| Change in Fair Value of Equity Awards Granted in Prior Years Outstanding and Unvested at Year End | 11,344 | 37,813 |
| Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year | 19,444 | 5,292 |
| Compensation Actually Paid | $5,776,211 | $685,276 |
In 2023, the compensation actually paid to the PEO increased 110% from ($3,645,896) to $377,705 and the average compensation actually paid to the non-PEO NEOs increased (dropped) 169% from $117,286 to $316,018. In comparison, net loss decreased 72% from $(99,005,000) to $(27,703,000) and total shareholder return fell 73% from $228 to $62. In 2022, the compensation actually paid to the PEO increased (dropped) 163% from $5,776,211 to ($3,645,896) and the average compensation actually paid to the non-PEO NEOs increased (dropped) (83)% from $685,276 to $117,286. In comparison, net loss increased 1,783% from $(5,261,000) to $(99,095,000) and total shareholder return increased 97% from $6 to $228. In 2021, net loss increased 370% from a net income of $1,946,000 to a net loss$(5,261,000) and total shareholder return decreased 94% from $100.00 to $6.
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