Netcapital Inc.
For the period ended Aug 14, 2024. Filed Aug 14, 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.
Aug 14, 2024 · Filed Aug 14, 2025
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance metrics. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or the compensation committee view the link between financial performance and the compensation actually received or realized by our named executive officers. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
The table below presents information on the compensation of CEO and other named executive officers in comparison to certain performance metrics for 2025, 2024 and 2023. Martin Kay has been our CEO since January 3, 2023 and Cecilia Lenk was CEO for all of 2022 and through January 3, 2023. These metrics are not those that the compensation committee uses when setting executive compensation. The use of the termCompensation Actually Paid (CAP) is required by the rules and regulations of the SEC, and under such rules, CAP was calculated by adjusting the Summary Compensation Table, or SCT. Total values for the applicable year as described in the footnotes to the table.
| Year · Summary Compensation Table Total for First PEO (Cecilia Lenk) (1) · Summary Compensation Table Total for Second PEO (Martin Kay) (1) · Compensation Actually Paid to First PEO (1) · Compensation Actually Paid to Second PEO (1) · Average Summary Compensation Table Total for Non-PEO Name Executive Officers (1)(2) · Average Compensation Actually Paid to Non-PEO Name Executive Officers (3) · Value of Initial Fixed $100 Investment Based on Total Shareholder Return · Net Income | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (a) · (b) · (c) · (d) | ||||||||||
| 2025 | $ | - | $375,777 | $ | - | $301,380 | $250,519 | $235,639 | $0.29 | $(27,969,279) |
| 2024 | $ | - | 340,000 | $ | - | $(518,466) | $246,517 | $74,825 | $1.47 | $(4,986,317) |
| 2023 | $93,461 | $1,094,514 | $43,059 | $1,045,940 | $390,134 | $283,207 | $15.11 | 2,954,972 | ||
| (1) | The Principal Executive Officer (“PEO”) information reflected in columns (a) and (b) relates to our CEO, Cecilia Lenk (until January 3, 2023), or First PEO, and Martin Kay (from January 3. 2023 until April 30, 2023), or Second PEO. The non-Principal Executive Officer (“non-PEO”) NEOs information reflected in columns (c) and (d) above relates to our CFO Coreen Kraysler and founder of our Netcapital Funding Portal Subsidiary, Jason Frishman. |
| (2) | The amounts shown in this column are the average total compensation reported for the non-PEO NEOs, as applicable, for each corresponding year in the “Total” column of the Summary Compensation. Please refer to “Executive Compensation—Compensation Tables—Summary Compensation Table.” |
| (3) | The amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s PEO and non-PEO NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to Ms. Lenk’s and Mr. Kay’s total compensation, as applicable, or the average total compensation of the non-PEO NEOs, as applicable, as described in the tables below. |
-24-
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.