GLOBAL TECHNOLOGIES LTD
For the period ended Jun 30, 2024. Filed Sep 25, 2024.
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FY2024 · Filed Sep 25, 2024
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Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth with respect to the named executive officer, compensation made for the twelve months ended June 30, 2024 and 2023:
| Name and Principal Position | Year | Salary- Paid or accrued ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c)(3) · (d) · (e) | |||||||||
| Fredirick Cutcher, President, Treasurer, Secretary, Chairman (1)(2) | 2024 | 100,000 | - | - | - | - | - | - | 100,000 |
| 2023 | 4,167 | - | - | - | - | - | - | 4,167 | |
| Jimmy Wayne Anderson, former President (3)(4) | 2023 | 294,467 | - | - | - | - | - | - | 294,467 |
| (1) | On May 17, 2023, the Company retained Fredrick Cutcher as the Company’s Chief Executive Officer. |
| (2) | On May 17, 2023, the Company entered into an Employment Agreement (the “Agreement”) with Mr. Cutcher for his role as the Company’s Chief Executive Officer. Under the terms of the Agreement, Mr. Cutcher is to receive a base salary of $100,000 and $100,000 in Restricted Stock Units that vest at the end of the initial term of the Agreement. The Agreement has a term of one year and shall renew for successive one-year terms unless either party terminates the Agreement. The Agreement was effective as of May 17, 2023. |
| (3) | On July 28, 2022, the Company’s Board of Directors elected to compensate Mr. Anderson as Mr. Anderson has served as the Company’s sole officer and director since December 2018 and has not been under an employment agreement. As such, the Company compensated Mr. Anderson a total of $294,467 during the first quarter of fiscal 2023. |
| (4) | Mr. Anderson resigned as an officer and director of the Company on May 17, 2023. |
| (a) | Accrued salary and salary paid. |
| (b) | Paid bonus. |
| (c) | Delivery of common stock to officer for services rendered. |
| (d) | Options issued to employee for execution of employment agreement. |
Directors’ Compensation
On July 1, 2021, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement, Mr. Anderson shall receive a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson continues to fulfill his duties and provide the services set forth above. The compensation of $20,000 per quarter commenced with the third calendar quarter of 2021 (first fiscal quarter of 2022).
The following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made for the years ended June 30, 2024 and 2023:
| Name · Year · Fees Earned or Paid in Cash ($) · Stock Awards ($) · Option Awards ($) · Non-Equity Incentive Plan Compensation ($) · Nonqualified Deferred Compensation Earnings ($) · All Other Compensation ($) · Total ($) | |||||||
|---|---|---|---|---|---|---|---|
| (b) | (c) | (d) | (e) | (f) | (g) | (h) | |
| Fredrick Cutcher (2024)(1) | - | - | - | - | - | - | - |
| (2023) | - | - | - | - | - | - | - |
| Bruce Brimacombe (2024)(2) | - | - | - | - | - | - | - |
| Jimmy Wayne Anderson (2023)(3)(4) | 80,000 | - | - | - | - | - | 80,000 |
| (1) | Mr. Cutcher was appointed to the Company’s Board of Directors on May 17, 2023. For the periods presented, Mr. Cutcher had not entered into a Board of Directors Service Agreement. |
| (2) | Mr. Brimacombe was appointed to the Company’s Board of Directors on March 15, 2024. For the periods presented, Mr. Brimacombe had not entered into a Board of Directors Service Agreement. |
| (3) | On July 1, 2021, the Company executed a new Board of Directors Service Agreement with Mr. Anderson. Under the terms of the Agreement, Mr. Anderson received a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson continues to fulfill his duties and provide the services set forth above. The compensation of $20,000 per quarter commenced with the third calendar quarter of 2021 (first fiscal quarter of 2022). |
| (4) | Mr. Anderson resigned as an officer and director of the Company on May 17, 2023. |
Director Independence
The Company has two directors, Fredrick Cutcher and Bruce Brimacombe, who are employees of the Company. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship that, in the opinion of the Company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. At present, the Company does not have an independent director, but intends on appointing new directors that are deemed independent during the current fiscal year.
Employment Agreements
On May 17, 2023, the Company entered into an Employment Agreement (the “Agreement”) with Mr. Cutcher for his role as the Company’s Chief Executive Officer. Under the terms of the Agreement, Mr. Cutcher is to receive a base salary of $100,000 and $100,000 in Restricted Stock Units that vest at the end of the initial term of the Agreement. The Agreement has a term of one year and shall renew for successive one-year terms unless either party terminates the Agreement. The Agreement was effective as of May 17, 2023.
Stock Option Plan and other Employee Benefits Plans
The Company does not maintain a Stock Option Plan or other Employee Benefit Plans.
Overview of Compensation Program
We currently do not maintain a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.
Role of Executive Officers in Compensation Decisions
The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and directors of the Company.
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