AMERICAN BATTERY TECHNOLOGY Co
For the period ended Sep 19, 2025. Filed Sep 19, 2025.
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Sep 19, 2025 · Filed Sep 19, 2025
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Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures for the Company for each of the last two completed fiscal years The following provides pay versus performance information pursuant to the scaled disclosure rules applicable to smaller reporting companies. In determining the “compensation actually paid” (“CAP”) to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s calculation methods for this section differ from those required in the SCT. The table below summarizes compensation values both previously reported in the SCT, as well as the adjusted amounts required to be reported in this section for the years ended June 30, 2025, 2024 and 2023.
Pay versus Performance Table
| Year | SCT Total for PEO(1) | Compensation Actually Paid to PEO(3) | Average SCT Total for non-PEO NEOs(2) | Average CAP for non-PEO NEOs(3) | Value of Initial Fixed $100 Investment based on Total Shareholder Return | Net Income |
|---|---|---|---|---|---|---|
| 2025 | $1,598,997 | $3,266,553 | $624,940 | $632,879 | $5.35 | $(46,765,428) |
| 2024 | $3,562,483 | $(1,497,729) | $1,119,833 | $(366,692) | $4.13 | $(52,501,824) |
| 2023 | $3,378,855 | $4,700,745 | $1,358,851 | $1,802,023 | $38.12 | $(22,191,140) |
| (1) | Our principal executive officer (“PEO”) for the fiscal years ended June 30, 2025, 2024 and 2023 was Mr. Melsert. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Melsert for each corresponding year in the “Total” column of the SCT. See “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” |
| (2) | The non-PEO NEOs for the year ended June 30, 2025 and 2024 were Mr. Deutsch, Mr. Wu and Mr. Jolcover. The non-PEO NEOs for the year ended June 30, 2023 were Mr. Deutsch, Mr. Meza and Mr. Jolcover. The dollar amounts reported in this column are the amounts of total compensation reported for our non-PEO NEOs for each corresponding year in the “Total” column of the SCT. See “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” |
| (3) | The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEO and our non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO and our non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: |
PEO SCT Total Compensation to CAP Reconciliation
| Fiscal Year · PEO or · To Calculate Executive CAP | |||||||
|---|---|---|---|---|---|---|---|
| Name · Ended June 30 · Non-PEO NEO · SCT Total · Deducted(1) · Added(1) · CAP | |||||||
| Ryan Melsert | 2025 | PEO | $1,598,997 | $(1,173,997) | $2,841,553 | $3,266,553 | |
| Jesse Deutsch | 2025 | NEO | $421,326 | $(104,776) | $ | - | $316,550 |
| Steven Wu | 2025 | NEO | $942,485 | $(630,110) | $743,657 | $1,056,032 | |
| Scott Jolcover | 2025 | NEO | $511,008 | $(189,108) | $204,156 | $526,056 | |
| (1) | Added (or subtracted, as applicable) (i) the end of year fair value of stock awards granted during the year that were outstanding and unvested at the end of the year, (ii) the change from the end of the prior fiscal year to the end of the applicable year in the fair value of stock awards granted in any prior year that are outstanding and unvested at the end of the year, and (iii) the change in the fair value of stock awards from the end of the prior fiscal year to the vesting date for stock awards granted in any prior year that vested during the applicable year. All fair values were computed in accordance with FASB ASC Topic 718. |
Relationship Between CAP and Financial Measures
There is an important timing difference to consider when comparing the SCT to CAP. The Company generally grants stock awards in the first quarter of its fiscal year, typically following the completion and filing of the Annual Report on Form 10-K for such year. The stock awards in a particular year, as reflected in the SCT, are typically based on the performance of the executive and the Company during the previous fiscal year, multiple years in the case of the fiscal year ended June 30, 2025. CAP measures the awards granted during the fiscal year at the end of the fiscal year, which may represent an increase or decrease in value based on the movement in stock price during the same period.
During fiscal 2025, the SCT included stock awards for the PEO and three NEOs that were associated with past performance, sign-on upon hire and current fiscal year milestones having been reached.
The following describes how each of the financial measures in the table above, across the period included, relate to the trends in CAP to the PEO and the other NEOs (excluding NEOs that were hired, or retired, during the periods, making them non-comparable between the periods):
| ● | Total Shareholder Return (TSR): TSR in 2025 is higher than in 2024 because shareholder value has compounded from 2024, and a higher ending share price in 2025 has resulted in greater shareholder return when measured against 2024. |
| ● | Net Income: Net loss decreased by approximately 11% during the fiscal 2025 compared to fiscal 2024. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.