Idaho Copper Corp
For the period ended Jan 31, 2025. Filed Apr 22, 2025.
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FY2025 · Filed Apr 22, 2025
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ITEM 11. EXECUTIVE COMPENSATION
Executive Officer Compensation
The table below sets forth certain information about the compensation awarded to, earned by or paid to our Chief Executive Officer and our other two most highly compensated executive officers whose total compensation exceeded $100,000 for the last two fiscal years ended (each, a “Named Executive Officer”).
| Non-equity · Nonqualified | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| incentive · deferred | |||||||||||||||||
| Name and · Stock · Option · plan · compensation · All other | |||||||||||||||||
| Principal · Salary · Bonus · awards · awards · compensation · earnings · compensation · Total | |||||||||||||||||
| Position · Year · ($) · ($) · ($) · ($) · ($) · ($) · ($) · ($) | |||||||||||||||||
| Steven Rudofsky (3) | |||||||||||||||||
| Former President, Chief | 2025 | $104,167 | $ | - | $55,000 | $ | - | $ | - | $ | - | $ | - | $159,167 | |||
| Executive Officer | 2024 | $ | - | $ | - | $250,000 | $ | - | $ | - | $ | - | $ | - | $250,000 | ||
| Robert Scannell (1) | |||||||||||||||||
| Treasurer, Chief | 2025 | $325,000 | $ | - | $550,000 | $ | - | $ | - | $ | - | $ | - | $875,000 | |||
| Financial Officer | 2024 | $ | - | $ | - | $250,000 | $ | - | $ | - | $ | - | $ | - | $250,000 | ||
| Andrew Brodkey (1)(4) | |||||||||||||||||
| President,Secretary, Chief | 2025 | $325,000 | $ | - | $565,400 | $ | - | $ | - | $ | - | $30,000 | $920,400 | ||||
| Executive Officer | 2024 | $75,000 | $ | - | $190,000 | $ | - | $ | - | $ | - | $ | - | $265,000 | |||
| Shaun Dykes (2) | |||||||||||||||||
| Former Vice President | 2025 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
| 2024 | $41,667 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $41,667 | |||
(1) Appointed on January 23, 2023.
(2) Appointed on January 23, 2023. Resigned on March 27, 2023.
(3) Appointed on January 23, 2023. Resigned as Chief Executive Officer on July 15, 2024.
(4) Upon Mr. Rudofsky’s resignation, the Company appointed Andrew Brodkey as its Chief Executive Officer and President.
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
During the year ended January 31, 2025, the Company did not have any employment agreements with its officers and directors.
Executive Officer Agreements
Andrew Brodkey
Mr. Brodkey and the Company entered into a Management Agreement on December 15, 2021, for a term of one year with automatic renewals for one-year periods on December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Brodkey is entitled to severance of one (1) month’s compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Brodkey’s annual base compensation was $265,000 through May 1, 2024, at which time it was increased to $350,000, payable in a combination of cash and common stock, and he may participate in any Company economic benefit plans that exist or may be implemented. Mr. Brodkey works full-time for the Company devoting a minimum of 40 hours a week to his position.
Robert Scannell
Mr. Scannell and the Company entered into a Management Agreement on January 1, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Scannell is entitled to severance of one (1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Scannell’s annual base compensation was $250,00 through May 1, 2024, at which time it was increased to $350,000, reviewable at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented. Mr. Scannell works full-time for the Company devoting a minimum of 40 hours a week to his position.
Director Agreements
Steven Rudofsky
Mr. Rudofsky and the Company entered into a Management Agreement on January 1, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Rudofsky is entitled to severance of one (1) month’s compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Rudofsky’s resigned as the company’s CEO on July 15, 2024.
Equity Incentive Plan
The Company currently has no compensation plans or arrangements and there were no awards granted for the year ended January 31, 2025.
Director Compensation
The following is a summary of the compensation paid to directors for the Company’s for the year ended January 31, 2025:
| Fees | Non-equity | Nonqualified | ||||||||||||||||
| earned | incentive | incentive | ||||||||||||||||
| or paid | Stock | Option | plan | plan | All other | |||||||||||||
| in cash | awards | awards | compensation | compensation | compensation | Total | ||||||||||||
| John Moeller (1) | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Steven Rudofsky | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||
(1) Mr. Moeller resigned in April 2024.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
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