CEMTREX INC
For the period ended Sep 30, 2024. Filed Dec 30, 2024.
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FY2024 · Filed Dec 30, 2024
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Item 11. Executive Compensation
The compensation discussion addresses all compensation awarded to, earned by, or paid to the Company’s named executive officers (“NEO”), which currently consists of Saagar Govil, the Chairman, Chief Executive Officer, President and Secretary, and Paul J. Wyckoff, Interim CFO. As of the date of this Annual Report, Saagar Govil and Paul J. Wyckoff are currently earning compensation from the Company. Paul J. Wyckoff was named Interim CFO on January 28, 2022. Set forth below is the aggregate compensation for services rendered in all capacities to us during our fiscal years ended September 30, 2024, and 2023 by our executive officers.
| OPTION | ||||||
|---|---|---|---|---|---|---|
| PRINCIPAL AND POSITION | YEAR | SALARY | BONUS | AWARDS | OTHER | TOTAL |
| ($) · ($) · ($) · ($) · ($) | ||||||
| Saagar Govil | 2024 | 744,231 | 300,000 | - | 45,220 | 1,089,451 |
| Chairman od the Board | 2023 | 600,000 | - | - | 45,803 | 645,803 |
| Chief Executive Officer, | ||||||
| and President | ||||||
| Paul J. Wyckoff | 2024 | 150,000 | - | - | 15,853 | 165,853 |
| Interim Chief Financial Officer | 2023 | 150,000 | - | - | 12,291 | 162,291 |
| (1) | The Option Awards Column in the table above reflects the aggregate grant date fair value of the award granted in the year noted. Please see Options/SAR Grants in the Last Fiscal Year below for more information relating to this option grant. |
| (2) | Other compensation are amounts paid by the company for medical, dental, vision, and life insurance benefits. |
NARRATIVE TO SUMMARY COMPENSATION TABLE
At this time, we do not have an employment agreement with Saagar Govil or Paul J. Wyckoff, though the Company may enter into such an agreement with them on terms and conditions usual and customary for the industry. All amounts paid to our officers in fiscal year end 2024 were approved by the Company’s board of directors. The Company does not currently have “key man” life insurance on Mr. Govil or Mr. Wyckoff.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | 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 |
|---|---|---|---|---|---|---|
| (a) | (b) (1) | (c) (2) | (d) | (e) (4) | (f) (5) | (g) (6) |
| 2024 | $1,089,451 | $702,443 | $165,853 | $165,853 | $2.53 | $(7,635,505) |
| 2023 | $645,803 | $562,675 | $162,291 | $162,291 | $65.03 | $(9,233,438) |
| 2022 | $637,534 | $554,406 | $96,635 | $96,635 | $18.10 | $(13,292,242) |
| 1. | The dollar amounts reported in column (b) are the amounts reported for Saagar Govil, Chairman of the Board, CEO, President and Secretary, for each of the corresponding years in the “Total” column of the in our Summary Compensation Table. Refer to the Summary Compensation Table above. |
| 2. | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Govil, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Govil. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
| 3. | The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding Mr. Govil) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: Paul J. Wyckoff, Interim Chief Financial Officer. |
| 4. | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Govil), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. |
| 5. | Total Shareholder Return (TSR) is calculated by dividing (a) the difference between our share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) our share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is September 30, 2021. |
| 6. | The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. |
| Adjustments to Determine Compensation “Actually Paid” for [PEO][Non-PEO NEOs] | 2024 | 2023 | 2022 | |||
|---|---|---|---|---|---|---|
| Deduction for Change in the Actuarial Present values reported under the “Change in Pension Value and Nonaualified Deferred Comoensation Earnimrn”‘ Column of the SCT | $ | - | $ | - | $ | - |
| Increase for “Service Cost” for Pension Plans | $ | - | $ | - | $ | - |
| Increase for “Prior Service Cost” for Pension Plans | $ | - | $ | - | $ | - |
| Deduction for Amounts Reported under the “Stock Awards,, Column in the SCT | $ | - | $ | - | $ | - |
| Deduction for Amounts Reported under the “Option Awards,, Column in the SCT | $ | - | $ | - | $ | - |
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $ | - | $ | - | $ | - |
| Increase for Fair Value of Awards Granted during year that vest during vear | $ | - | $ | - | $ | - |
| 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 | $(84,879) | $(1,948) | $(53,747.00) | |||
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $(2,129) | $(2,207) | $(29,381.00) | |||
| Deduction of Fair value of Awards Granted Prior to year that were Forfeited during year | $ | - | $ | - | $ | - |
| Increase based upon Incremental Fair Value of Awards Modified during year | $ | - | $ | - | $ | - |
| Increase based on Dividends or Other Earnings Paid durilling year prior to Vesting Date of Award | $ | - | $ | - | $ | - |
| Total Adjustments | $(87,008) | $(4,155) | $(83,128) | |||
OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
None.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUES
None.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table presents information regarding our NEOs’ unexercised options to purchase Common Stock as of September 30, 2024:
| Option Awards | |||
|---|---|---|---|
| Name | Number of Securities Underlying Unexercised Options Exercisable | Option Exercise Price | Option Expiration Date |
| Saagar Govil | 6 | $117,281.88 | 2/25/2026 |
| Saagar Govil | 2 | $140,042.00 | 2/25/2026 |
| Saagar Govil | 2 | $168,050.40 | 2/25/2026 |
| Saagar Govil | 2 | $201,660.48 | 2/25/2026 |
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