Skip to main content

Ainos Inc

For the period ended Dec 31, 2024. Filed Mar 7, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 7, 2025

AIMD$0.60-14.0%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 11. EXECUTIVE COMPENSATION

As a “smaller reporting company” under SEC rules, our named executive officers during the fiscal year January 1, 2024 through December 31, 2024 (collectively, the “Named Executive Officers”) were as follows:

●Mr. Chun-Hsien Tsai, Chairman, President & Chief Executive Officer;
●Mr. Hsin-Liang Lee, Chief Financial Officer;
●Ms. Meng-Lin Sung, Former Chief Financial Officer; and
●Mr. Lawrence K. Lin, Former Executive Vice President of Operations.

Summary Compensation Table

The following table provides information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us for the years set forth below. The amounts below for Stock Awards and Option Awards and reflect the grant date fair value of these awards during the years:

Name and Principal PositionYearSalary ($)Bonus ($)Stock Awards ($)Options Awards ($)All other compensationTotal ($)
Chun-Hsien Tsai (1)2024122,517115,31363,692--301,522
Chairman of the Board & Chief Executive Officer202395,91216,2121,172,899--1,285,023
Hsin-Liang Lee(2)202479,927-13,696--93,623
Chief Financial Officer2023------
Meng-Lin Sung (3)202421,5539,369---30,922
Former Chief Financial Officer202357,3639,728218,910--286,001
Lawrence K. Lin(4)202484,000----84,000
EVP Operations2023144,000--14,790-158,790
(1)Includes 4,000 shares of special stock awards as President and CEO.
(2)Mr. Lee appointed Chief Financial Officer effective as of March 18, 2024.
(3)Ms. Sung was appointed Chief Financial Officer, effective as of May 17, 2023, and resign on March 13, 2024.
(4)Mr. Lin was appointed Executive Vice President of Operations effective as of August 1, 2021, and transitioned the position on August 9, 2024.
(5)All other compensation includes commuting expense.

Narrative Disclosure to Summary Compensation Table

Chun-Hsien Tsai

Effective April 15, 2021, our Board appointed Mr. Chun-Hsien Tsai to serve as Chief Executive Officer. Mr. Tsai receives a monthly salary of NT$250,000 (equivalent to approximately $7,800), subsequently on September 1, 2024, monthly salary was increased to NT479,810 (equivalent to approximately $15,000), a year-end bonus of two months’ salary, and a variable compensation based on Company profit targets decided by the Company’s Compensation Committee, and payable as 10% to 100% of total annual compensation in the form of cash, securities and/or other discretionary remuneration. Mr. Tsai was granted RSUs pursuant to 2021 Stock Incentive Plan. Other benefits, including labor insurance, health insurance and other benefits, will be based on local regulations and the Company’s policies. In 2024, Mr. Tsai was granted RSUs pursuant to 2023 Stock Incentive Plan and received a special stock award. Mr. Tsai’s employment agreement is attached hereto as Exhibit 10.22.

Hsin-Liang Lee

We entered into an employment agreement with Mr. Hsin-Liang Lee as Chief Financial Officer in March 2024. The agreement provides for a monthly salary of NT$200,000 (equivalent to approximately $6,200), subsequently on September 1, 2024, monthly salary was increased to NT$364,150 (equivalent to approximately $11,500), a year-end bonus of two months’ salary and other statutory employee benefits. Mr. Lee was offered a special stock award as the sign-on bonus for his onboarding in late 2024 after shareholder approvals. Mr. Lee was granted RSUs under 2023 Stock Incentive Plan. Mr. Lee’s employment agreement is attached hereto as Exhibit 10.25.

Outstanding Equity Awards at December 31, 2024

There is no outstanding shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2024.

Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each person who served as our directors, other than executive directors, during the year ended December 31, 2024. Mr. Chun-Hsien Tsai is not included in the table below as he is employed as our President, Chief Executive Officer and Chairman of our Board whose compensation information is provided in the “Summary Compensation Table” above.

Name · Fees earned or paid in cash (2) ($) · Stock awards (1) ($) · All other compensation ($) · Total ($)
Wen-Han Chang$20,500$-$-$20,500
Yao-Chung Chiang16,000--16,000
Pao-Sheng Wei22,000--22,000
Chung-Yi Tsai12,000--12,000
Chung-Jung Tsai-81,372-81,372
Ting-Chuan Lee-84,067-84,067
Total$70,500$165,439$-$235,939
(1)The value shown reflects the grant date fair value in accordance with FASB ASC Topic 718.
(2)Each member of the Board of who is not an employee of the Company or any of subsidiaries receives the cash compensation set forth below the 2021 NEDCP for service on the Board.

Non-Employee Director Compensation Policy (the “2021 NEDCP”)

On September 28, 2021, the Company’s Board of Directors adopted the Company’s Non-Employee Director Compensation Policy (the “2021 NEDCP” or “Policy”). On appointment to the Board, and without any further action of the Board or Compensation Committee of the Board, at the close of business on the day of such appointment, each Non-Employee Director will automatically receive an award of 22,000 restricted stock units (“RSUs”), adjusted to 4,400 shares giving effect to the 1 for 5 reverse stock split on December 14, 2023, over Common Stock (the “Appointment Grant”). The Appointment Grant shall vest in three equal annual installments, with the first installment vesting on the last day of the six-month period commencing on the grant date and each subsequent installment vesting on the last day of the six-month period commencing on the next two subsequent anniversaries of the grant date, subject to the Director’s continuous service with us on each applicable vesting date. The RSUs shall be granted pursuant to the Company’s 2021 Stock Incentive Plan and shall be subject to such other provisions set forth in the agreement evidencing the award of the RSUs, in the form adopted from time to time by the Board or the Compensation Committee of the Board.

In addition to the RSU grants, each member of the Board of who is not an employee of the Company or any of subsidiaries will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial months of service. All annual cash fees are vested upon payment.

Annual Board Service Retainer:
All Eligible Directors:$12,000
Chairperson of the Board:$14,000
Annual Committee Chair Service Retainer:
Chairperson of the Audit Committee:$7,000
Chairperson of the Compensation Committee:$4,500
Annual Committee Member Service Retainer:
Member of the Audit Committee:$4,000
Member of the Compensation Committee:$3,000
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.