TON Strategy Co
For the period ended Oct 3, 2025. Filed Oct 3, 2025.
View on SEC.govAbout this filing
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.
Oct 3, 2025 · Filed Oct 3, 2025
Contents
PAY VERSUS PERFORMANCE
Pay vs. Performance
The following table sets forth compensation information for our chief executive officer, referred to below as our CEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2024, 2023 and 2022.
| Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | Net Income (Loss) |
|---|---|---|---|---|---|---|
| 2024 | $1,730 | $1,502 | $479 | $386 | $19.00 | $(10,329) |
| 2023 | $976 | $340 | $429 | $312 | $2.62 | $(21,994) |
| 2022 | $1,058 | $501 | $670 | $409 | $13.23 | $(37,437) |
| (1) | For each year shown, the CEO was Rory J. Cutaia. For 2024, the non-CEO NEO was Bill J. Rivard. For 2023, the non-CEO NEOs were Bill J. Rivard and Salman H. Khan. For 2022, the non-CEO NEO was Salman H. Khan. |
| (2) | The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Cutaia during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. See Table below for further information. |
| (3) | The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO, in the Summary Compensation Table for fiscal years 2024, 2023 and 2022. |
| (4) | The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our CEO. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO in the Summary Compensation Table for fiscal years 2024, 2023 and 2022, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. |
| (5) | Reflects the cumulative shareholder return over the relevant fiscal year, computed in accordance with SEC rules, assuming an investment of $100 in our common shares at a price per share equal to the closing price of our common stock on the last trading day before the commencement of the applicable fiscal year and the measurement end point of the closing price of our common stock on the last trading day in the applicable fiscal year. |
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:
| Year · Summary Compensation Table Total for CEO · Reported Value of Equity Awards for CEO(1) · Fair Value as of Year End for Unvested Awards Granted During the Year · Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years · Fair Value of Awards Granted and Vested During the Year · Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year · Compensation Actually Paid to CEO | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | $1,730 | $500 | $(167) | $(54) | $ | - | $(7) | $1,502 |
| 2023 | $976 | $517 | $(398) | $(185) | $(26) | $(27) | $340 | |
| 2022 | $1,058 | $578 | $(431) | $(62) | $56 | $(120) | $501 | |
| (1) | Represents the grant date fair value of the equity awards to our CEO, as reported in the Summary Compensation Table |
To calculate the amounts in the “Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-CEO NEOs as reported in the Summary Compensation Table:
| Year · Summary Compensation Table Total for Non-CEO NEOs · Reported Value of Equity Awards for Non- CEO NEOs(1) · Fair Value as of Year End for Unvested Awards Granted During the Year · Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years · Fair Value for Awards Granted and Vested During the Year · Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year · Compensation Actually Paid to Non-CEO NEOs | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | $479 | $225 | $(75) | $(14) | $ | - | $(4) | $386 | ||
| 2023 | $429 | $127 | $(76) | $(6) | $(23) | $(12) | $312 | |||
| 2022 | $670 | $400 | $(269) | $ | - | $8 | $ | - | $409 | |
| (1) | Represents the grant date fair value of the equity awards to our Non-CEO NEOs, as reported in the Summary Compensation Table |
Relationship between Pay and Performance
Our “total shareholder return,” as set forth in the above table, during the two-year period ended December 31, 2024 decreased by 98% compared to (a) an increase in “compensation actually paid” to our CEO from $340 in 2023 to $1,502 in 2024 and (b) an increase in “compensation actually paid” to our non-CEO NEOs from $312 in 2023 to $386 in 2024. In addition, our net loss during the two-year period ended December 31, 2024 decreased by 53%, from $21,994 in 2023 to $10,329 in 2024 compared to the aforementioned changes in “compensation actually paid” to our CEO and non-CEO NEOs.
Our “total shareholder return,” as set forth in the above table, during the two-year period ended December 31, 2023 decreased by 100% compared to (a) a decrease in “compensation actually paid” to our CEO from $501 in 2022 to $340 in 2023 and (b) a decrease in average “compensation actually paid” to our non-CEO NEOs from $409 in 2022 to $312 in 2023. In addition, our net loss during the two-year period ended December 31, 2023 decreased by 41%, from $37,437 in 2022 to $21,994 in 2023 compared to the aforementioned changes in “compensation actually paid” to our CEO and non-CEO NEOs.
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