Capstone Energy Plus, Inc.
For the period ended Feb 12, 2025. Filed Dec 27, 2024.
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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.
Feb 12, 2025 · Filed Dec 27, 2024
Contents
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “Compensation Actually Paid” (“CAP”) and certain performance measures required for Smaller Reporting Companies. The following table provides the information required for our NEOs for each of the fiscal years ended March 31, 2023 and March 31, 2024 along with the required financial information for each fiscal year:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | |
| | | | | | | | | | | Value of Initial Fixed | | |
| · · CEO · · Non-CEO NEOs · · of $100 Investment · · | ||||||||||||
| | | | | | | Average | | | | Based on | | |
| | | Summary | | | | Summary | | Average | | Total | | |
| | | Compensation | | Compensation | | Compensation | | Compensation | | Shareholder | | Net Income (Loss) |
| | | Table Total (1) | | Actually Paid (1) | | Table Total (2) | | Actually Paid (1)(2) | | Return (3) | | (in millions) |
| Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) |
| 2024(4) | 493,654 | 493,654 | 765,743 | 374,493 | | 100.00 | 7.4 | |||||
| 2024(5) | 449,511 | | 449,511 | | — | | — | | — | — | ||
| 2024(6) | | 670,622 | | 206,010 | | — | | — | | — | | — |
| 2023(6) | 926,739 | | 503,248 | | 282,757 | | 113,388 | | — | (24.5) | ||
| (1) | SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay Versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. Our NEOs do not participate in a defined benefit plan, so no adjustment for pension benefits is included in the table below. |
The following table below details these adjustments to compensation as reported in the Summary Compensation Table:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · 2024 · · · 2023 | ||||||||||||||||||
| | | | Vincent J. | | | Robert C. | | | Darren R. | | | Average Non- | | | Darren R. | | | Average Non- |
| | | | Canino | | | Flexon | | | Jamison | | | CEO NEOs | | | Jamison | | | CEO NEOs |
| Total Compensation from Summary Compensation Table | $493,654 | $449,511 | $670,622 | $765,743 | $926,739 | $282,757 | ||||||||||||
| | | | | | | | | | | | | | | | | | | |
| Adjustment for grant date values in the Summary Compensation Table | | $(472,500) | | $(35,869) | | $(362,167) | | $(292,590) | | $(362,170) | | $(185,126) | ||||||
| Year-end fair value of unvested awards granted in the current year | 472,500 | | | — | | | — | | — | | | 79,225 | | | 83,125 | |||
| Year-over-year difference of year-end fair values for unvested awards granted in prior years | | | — | | | — | | | — | | | — | | | (107,040) | | | — |
| Fair values at vest date for awards granted and vested in current year | | | — | | | 35,869 | | | — | | | 67,590 | | | — | | | — |
| Difference in fair value between prior year-end fair values and vest date fair values for awards granted in prior years | | | — | | | — | | | (2,888) | | | — | | | (33,506) | | | (799) |
| Forfeitures during current year equal to prior year-end fair value | | | — | | | — | | | (99,557) | | | (166,250) | | | — | | | (66,569) |
| Total Adjustments for Equity Awards | | $— | | $— | | $(464,612) | | $(391,250) | | $(423,491) | | $(169,369) | ||||||
| Compensation Actually Paid (as calculated) | | $493,654 | | $449,511 | | $206,010 | | $374,493 | | $503,248 | | $113,388 | ||||||
| (2) | Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |
2024: John J. Juric
2023: John J. Juric and Frederick S. Hencken III
| (3) | Because we have less than two full years of trading data, for purposes of the requirement in Item 402(v)(2)(iv), we measure cumulative total shareholder return (“TSR”) beginning on the date of our emergence from bankruptcy. TSR is calculated using the fair value of our Common Stock as set forth in valuation reports as of March 31, 2024 and December 7, 2023. |
| (4) | CEO reflects Vincent J. Canino, who became President and CEO of the Company on March 11, 2024. |
| (5) | CEO reflects Robert C. Flexon, who was appointed Executive Chairman on August 9, 2023 and served as our Interim President and CEO of the Company from August 22, 2023 until March 10, 2024. Mr. Flexon remained Executive Chairman until March 31, 2024. |
| (6) | CEO reflects Darren R. Jamison, who served as our President and CEO until August 22, 2023. |
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