FOCUS UNIVERSAL INC
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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Item 11. Executive Compensation
Compensation of Officers
The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2023 and 2022 awarded to, earned by or paid to our executive officers.
Summary Compensation Table
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
|---|---|---|---|---|---|---|---|---|---|
| Name and Principal · Salary · Bonus · Stock Awards · Option Awards · Non-Equity Incentive Plan Compensation · Change in Pension Value & Non-qualified Deferred Compensation Earnings · All Other Compensation · Totals | |||||||||
| Position | Year | ($)* | ($) | ($) | ($) | (S) | ($) | ($) | ($) |
| Desheng Wang | 2023 | 122,308 | 0 | 0 | 0 | 21,000 | 0 | 0 | 143,308 |
| CEO, Secretary and Director | 2022 | 120,000 | 0 | 0 | 0 | 21,020 | 0 | 0 | 141,020 |
| Irving Kau | 2023 | 203,532 | 0 | 0 | 0 | 27,863 | 0 | 0 | 231,395 |
| Chief Financial Officer | 2022 | 150,000 | 0 | 0 | 0 | 10,000 | 0 | 0 | 160,000 |
Narrative Disclosure Requirement for Summary Compensation Table
Compensation
Dr. Desheng Wang entered into an employment agreement with the Company whereby the Company agreed to pay Dr. Wang a salary of $120,000 per year, payable monthly, for his services as Chief Executive Officer, effective as of November 1, 2018. We have not provided our other named executive officers with perquisites or other personal benefits. Irving Kau was appointed as the Company’s Chief Financial Officer on November 18, 2022. Mr. Kau has executed and employment agreement with the Company, dated November 3, 2021, for the provision of services as VP of Finance. Mr. Kau’s employment agreement included a salary and certain equity incentive. Mr. Kau would receive up to 15,000 shares of the Company’s common stock per year, vesting in 4 installments of 3,750 shares at the end of each calendar quarter, provided that certain metrics are achieved. No other officer or director has formally entered into any compensation arrangement for services provided under consulting agreements or employment agreements.
Retirement, Resignation or Termination Plans
We sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our company or as a result of a change in the responsibilities of an executive following a change in control of our company.
Directors’ Compensation
The persons who served as affiliated members of our Board of Directors, including executive officers, did not receive any compensation for services as directors in 2022 or 2023. As of the date of this report, no director has formally entered into any compensation arrangement for services provided under consulting agreements or employment agreements.
As of the date of this annual report, all directors have been issued 22,500 options per person pursuant to our 2018 Stock Option Plan and such options will vest over a period of one year. In 2022, all independent directors were paid $30,000 cash, except for Sheri Lofgren, Gregory Butterfield, and Sean Warren. Sheri Lofgren received $32,500 for serving as the chair of the audit committee. Gregory Butterfield and Sean Warren received $10,000 and $15,699, respectively, for serving independent board director. Additionally, a company affiliated with Mr. Pope received $20,000 for advisory services in 2022, which included $12,000 in cash and $8,000 in stock. In 2023, all independent directors were paid $40,000 cash, except for Sheri Lofgren. Sheri Lofgren received $20,000 in 2023 for serving independent board director.
Option Exercises and Stock Vested
On December 17, 2018, the Company adopted the 2018 Stock Option Plan (the “2018 Stock Option Plan”) whereby the Company reserved for issuance 1,000,000 shares of common stock and agreed that such shares shall, when issued and paid for in accordance with the provisions of the 2018 Stock Option Plan, constitute validly issued, fully paid and non-assessable shares of common stock.
Pension Benefits and Nonqualified Deferred Compensation
The Company does not maintain any qualified retirement plans or non-nonqualified deferred compensation plans for its employees or directors.
Executive Officer Outstanding Equity Awards at Fiscal Year-End
The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of December 31, 2023.
| Option Awards | Stock Awards | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned | Option Exercise Price | Option Expiration | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not | |
| Name | Exercisable | Unexercisable | Options (#) | ($) | Date | (#) | Vested | Vested | Vested |
| Edward Lee - Chairman | 45,000 | – | – | 3.80 | August 6, 2029 | – | – | – | – |
| 22,500 | – | – | 2.00 | December 10, 2030 | – | – | – | – | |
| 22,500 | – | – | 5.91 | December 30, 2031 | – | – | – | – | |
| 22,500 | – | – | 4.27 | December 30, 2032 | – | – | – | – | |
| Desheng Wang - CEO, Secretary | 45,000 | – | – | 3.80 | August 6, 2029 | – | – | – | – |
| 22,500 | – | – | 2.00 | December 10, 2030 | – | – | – | – | |
| 22,500 | – | – | 5.91 | December 30, 2031 | – | – | – | – | |
| 22,500 | – | – | 4.27 | December 30, 2032 | – | – | – | – | |
| Irving Kau - CFO | – | – | – | – | 25,000 | – | – | – | |
| Jennifer Gu | 45,000 | – | – | 3.80 | August 6, 2029 | – | – | – | – |
| 22,500 | – | – | 2.00 | December 10, 2030 | – | – | – | – | |
| 22,500 | – | – | 5.91 | December 30, 2031 | – | – | – | – | |
| 11,312 | – | – | 4.27 | December 30, 2032 | – | – | – | – | |
| Michael Pope | 9,375 | – | – | 5.91 | December 30, 2031 | – | – | – | – |
| 22,500 | – | – | 4.27 | December 30, 2032 | – | – | – | – | |
| Carine Clark | 45,000 | – | – | 3.80 | August 6, 2029 | – | – | – | – |
| 22,500 | – | – | 2.00 | December 10, 2030 | – | – | – | – | |
| 22,500 | – | – | 5.91 | December 30, 2031 | – | – | – | – | |
| 22,500 | – | – | 4.27 | December 30, 2032 | – | – | – | – | |
| Sheri Lofgren | 9,375 | – | – | 5.91 | December 30, 2031 | – | – | – | – |
| 11,312 | – | – | 4.27 | December 30, 2032 | – | – | – | – | |
| Sean Warren | 22,500 | – | – | 4.27 | December 30, 2032 | – | – | – | – |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.