NewHydrogen, Inc.
For the period ended Dec 31, 2024. Filed Mar 25, 2025.
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FY2024 · Filed Mar 25, 2025
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Item 11. Executive Compensation
| ITEM 11. | EXECUTIVE COMPENSATION. |
|---|
The following table summarizes all compensation recorded by us in each of the last two completed fiscal years for the named executive officers.
| Name and Principal Position · Year · Salary $ · Bonus $ · Stock Awards · Option Awards $ · Non-Equity Incentive Plan Compensation $ · Non-Qualified Deferred Compensation $ · All Other Compensation $ · Total $ | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| David Lee (1) (3) | 2024 | $300,000 | - | - | - | $ | - | - | - | $300,000 |
| President and Acting CFO | 2023 | $290,000 | - | - | - | $1,129,051 | - | - | $1,419,051 | |
| Steven Hill (2) (4) | 2024 | $273,333 | - | - | - | $ | - | - | - | $273,333 |
| CEO and Vice President | 2023 | $197,115 | - | - | $160,400 | - | - | $357,515 | ||
| (1) | Calculated at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value of the stock compensation is based upon the grant date and recognized over the vesting period. On the grant date of February 18, 2021, half of the shares vested immediately, and the remaining half shall become exercisable in equal amounts over a twenty-four (24) month period during the term of the Optionee’s employment. On June 29, 2021, the Company repriced the options and recognized additional compensation expense per ASC 718. Mr. Lee was granted options to purchase 400,000,000 shares of common stock at an exercise prices of $0.021 - $0.091, with a cumulative fair value of $32,384,870 calculated using the Black Scholes method. |
| (2) | Calculated at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value of the stock compensation is based upon the grant date and recognized over the vesting period. On the grant date of March 20, 2023, the options had a six (6) month cliff, plus a thirty (30) month vesting period options shall become exercisable during the term of the Optionee’s employment. Mr. Hall was granted options to purchase 50,000,000 shares of common stock at an exercise price of $0.0137, with a fair value of $160,400 calculated using the Black Scholes method. |
| (3) | Mr. Lee resigned as chief executive officer on June 15, 2023. |
| (4) | Mr. Hill was appointed as Chief Executive Officer on June 15, 2023 and Vice President in March 20, 2023. |
Employment Agreements
On March 11, 2023, the Company and Mr. Hill entered into an employment offer letter (the “Employment Offer Agreement”). Pursuant to the terms of the Employment Offer Agreement, Mr. Hill is entitled to an annual base salary of $250,000. Pursuant to the terms of the Offer Employment Agreement, Mr. Hill was granted stock options to purchase 50,000,000 shares of common stock of the Company which vests over a three-year period, subject to a six-month cliff.
On March 14, 2023, the board of directors approved an increase to the base salary of David Lee, the Company’s President and Acting Chief Financial Officer, resulting in a base salary of $300,000, effective March 1, 2023. The Company currently does not have an employment agreement with Mr. Lee.
Employee Benefit Plans
The Company currently has no benefit plans in place for its employees.
Director Compensation
Directors receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Currently, our directors do not receive monetary compensation for their service on the Board of Directors.
Policies and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information (“MNPI”)
In accordance with Item 402(x) of Regulation S-K under the Securities Act, we are providing information regarding our procedures related to the grant of certain equity awards close in time to the release of MNPI. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages.
We have not timed, and do not plan to time, the disclosure of MNPI for the purpose of affecting the value of executive compensation.
In the year ended December 31, 2024, no options were granted to our named executive officers within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI.
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