DSS, INC.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Item 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation earned by each of the persons serving as the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, referred to herein collectively as the “Named Executive Officers”, or NEOs, for services rendered to us for the years ended December 31, 2024 and 2023:
| Name and principal position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation (1)(2) | Total |
|---|---|---|---|---|---|---|---|---|---|
| Frank D. Heuszel, Chief Executive Officer (former) | 2023 | $260,000 | 268,000 | - | - | - | - | 147,196 | $675,196 |
| 2024 | $193,012 | - | - | - | - | 82,130 | $275,142 | ||
| Jason Grady, Interim Chief Executive Officer, Chief Operating Officer | 2023 | $247,344 | 78,319 | - | - | - | - | 16,735 | $342,398 |
| 2024 | $259,149 | 93,182 | - | - | - | - | 18,854 | $371,185 | |
| Todd D. Macko, Chief Financial Officer | 2023 | $235,609 | 55,400 | - | - | - | - | 17,154 | $308,163 |
| 2024 | $246,165 | 69,440 | - | - | - | - | 19,602 | $335,207 |
| (1) | As part of a consulting agreement Mr. Heuszel had with APB prior to becoming the CEO of the Company, he is compensated $120,000 annual for various responsibilities. This agreement was terminated in June 2024. |
| (2) | Includes health insurance premiums, retirement matching funds and automobile expenses paid by the Company. |
Employment and Severance Agreements- DSS, Inc.
On December 12, 2023, Frank D. Heuszel, the Chief Executive Officer (“CEO”) of DSS, Inc. (the “Company”) and the Company executed a letter agreement (“Heuszel Interim Agreement”) pursuant to which Mr. Heuszel agreed to act as CEO of the Company on a month-to-month basis beginning January 1, 2024 until a new employment agreement is executed (the “Heuszel Interim Period”). Mr. Heuszel’s current employment agreement pursuant to which he serves as CEO expired on December 31, 2023. Mr. Heuszel resigned as the CEO of DSS in August 2025.
On December 15, 2023, Jason Grady, the Chief Operating Officer (“COO”) of the Company and the Company executed a letter agreement (the “Grady Interim Agreement”) pursuant to which Mr. Grady agreed to act as COO of the Company on a month-to-month basis beginning January 1, 2024 until a new employment agreement is executed (the “Grady Interim Period”). Mr. Grady’s current employment agreement pursuant to which he serves as COO expired on December 31, 2023. In accordance with the Grady Interim Agreement, Mr. Grady will continue to act as COO until either a new employment agreement is successfully negotiated and executed or if the Grady Interim Agreement is terminated by either party by giving one month’s written notice to the other party. In October of 2024, Mr. Grady was named Interim CEO of DSS and serves in that roll on a month-to-month until a new employment agreement is executed. Mr. Grady’s base salary is $277,000 per annum, which will be payable to him monthly in arrears. There will be no bonus accrued or payable during the Grady Interim Period.
Also on December 15, 2023, Todd Macko, the Chief Financial Officer (“CFO”) of the Company and the Company executed a letter agreement (the “Macko Interim Agreement”) pursuant to which Mr. Macko agreed to act as CFO of the Company on a month-to-month basis beginning January 1, 2024 until a new employment agreement is executed (the “Macko Interim Period”). Mr. Macko’s current employment agreement pursuant to which he serves as CFO expired on December 31, 2023. In accordance with the Macko Interim Agreement, Mr. Macko will continue to act as CFO until either a new employment agreement is successfully negotiated and executed or if the Macko Interim Agreement is terminated by either party by giving one month’s written notice to the other party. Pursuant to the Macko Interim Agreement, Mr. Macko’s base salary is $264,000 per annum, which will be payable to him in accordance with the payroll policies of the Company.
Outstanding Equity Awards at Fiscal Year-End
As of December 31, 2024, there were no outstanding equity awards to our Named Executive Officers.
Director Compensation
The following table sets forth cash compensation and the value of stock options awards granted to the Company’s non-employee independent directors for their service in 2024:
| Name · Fees Earned or Paid in Cash · Stock Awards (1) · All Other Compensation (2) · Total | |||||||
|---|---|---|---|---|---|---|---|
| Current Directors | |||||||
| Heng Fai Ambrose Chan · $ · - · $ · - · $ · - · $ · - | |||||||
| Jose Escudero | $25,450 | $ | - | $ | - | $25,450 | |
| William Wu | $25,450 | $ | - | $ | - | $25,450 | |
| Tung Moe Chan | $ | - | $ | - | $382,500 | $382,500 | |
| Joanne Wong | $22,500 | $ | - | $ | - | $22,500 | |
| Wong Shui Yueng | $25,450 | $ | - | $ | - | $25,450 | |
| Lim Sheng Hon, Danny | $ | - | $ | - | $50,000 | $50,000 | |
(2) Mr. Chan has consulting agreements with DSS which pays him $120,000 annual and AMRE which paid him $262,500 during 2024 (this agreement was terminated in 2024). Mr. Lim has a consulting agreement with DSS which pays him $50,000 annually.
Each independent director (as defined under Section 803 of the NYSE MKT LLC Company Guide) is entitled to receive base cash compensation of $18,000 annually, provided such director attends at least 75% of all Board of Director meetings, and all scheduled committee meetings. Each independent director is entitled to receive an additional $1,000 for each Board of Director meeting he attends, and an additional $500 for each nominating and compensation committee meeting he attends and $750 for each audit and executive committee meeting he attends, provided such committee meeting falls on a date other than the date of a full Board of Directors meeting. Each of the independent directors is also eligible to receive discretionary grants of options or restricted stock under the Company’s 2020 Equity Incentive Plan. Non-independent members of the Board of Directors do not receive compensation in their capacity as directors, except for reimbursement of travel expenses.
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