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SOLITRON DEVICES INC

For the period ended Feb 29, 2024. Filed Jul 12, 2024.

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FY2024 · Filed Jul 12, 2024

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Contents

Item 11. Executive Compensation

Summary Compensation Table

The following table provides certain summary information concerning compensation paid by the Company, to or on behalf of the following named executive officer for the fiscal years ended February 29, 2024 and February 28, 2023.

Name and Principal Position · Year · Salary · Bonus · Stock Awards · All Other Compensation · Total
Tim Eriksen, CEO, CFO (1)2024$90,000$---$90,000
202390,000---90,000
Mark Matson, President, COO (2)2024240,000--55,603(3)295,603
2023240,000--55,402(3)295,402
(1)Mr. Eriksen was appointed Chief Executive Officer and Chief Financial Officer effective as of July 22, 2016. On December 23, 2021, the Company awarded Mr. Eriksen a discretionary bonus of $65,000 and approved an increase in base salary from $80,000 to $90,000 effective January 1, 2022. On February 19, 2024, the Company increased Mr. Eriksen’s base salary to $100,000 effective March 1, 2024.
(2)Mr. Matson was appointed President and Chief Operating Officer effective as of July 22, 2016. On December 23, 2021, the Company awarded Mr. Matson a discretionary bonus of $162,500 and approved an increase in base salary from $200,000 to $240,000 effective January 1, 2022. On February 19, 2024, the Company increased Mr. Matson’s base salary to $285,000 effective March 1, 2024.
(3)Represents Life, Disability and Medical Insurance premiums, personal auto expenses, allocation of the company’s corporate housing, and cell phone. For the year ended February 29, 2024, Life, Disability and Medical Insurance premiums were $21,684, housing allocation was $8,400, car expenses were $23,072, and cell phone was $2,447. For the year ended February 28, 2023, Life, Disability and Medical Insurance premiums were $21,045, housing allocation was $8,400, car expenses were $23,638, and cell phone was $2,319.

Director Compensation

The following table sets forth information regarding the compensation of our non-employee directors for the fiscal year ended February 29, 2024.

Name and Principal Position · Year · Fees earned or paid in cash · Stock Awards · Total
David W. Pointer, Chairman2024$36,000$-$36,000
Dwight P. Aubrey, Director202424,000-24,000
John F. Chiste, Director202426,000-26,000
Charles Gillman202420,000-20,000

For the fiscal year ended February 29, 2024, each director who is not employed by the Company received $4,500 per quarter and the Chairman received $9,000 per quarter. The Chairman of the Audit Committee (Mr. Chiste) received $2,000 per quarter, the Compensation Committee Chairman (Mr. Aubrey) received $1,500 per quarter and the Nominating Committee Chairman (Mr. Gillman) received $500 per quarter. Payments for each quarter are paid in advance. All out-of-pocket expenses incurred by a director for attending Board or committee meetings are reimbursed by the Company. Mr. Eriksen does not receive any additional compensation as a director.

On February 19, 2024, the Company modified the compensation for directors, effective March 1, 2024. Chairman David Pointer’s annual cash compensation was increased to $40,000. Audit Committee Chairman John Chiste’s annual cash compensation was increased to $30,000. Compensation Committee Chairman Dwight Aubrey’s annual compensation was increased to $28,000. Nominating Committee Chairman Charles Gillman’s annual compensation was increased to $24,000.

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