Cavitation Technologies Inc

For the period ended Jun 30, 2024. Filed Sep 30, 2024.

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FY2024 · Filed Sep 30, 2024

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Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth a summary of cash and non-cash compensation awarded, earned or paid for services rendered to us during the years ended June 30, 2024 and 2023 by our “named executive officers,” consisting of (i) each individual serving as principal executive officer, and (ii) our Chief Financial Officer/Chief Operating Officer, our other executive officer.

	Year	Salary	Bonus	Stock Awards (1)	Warrant Awards	Non-Equity Incentive Plan Compensation	Changes in Pension Value and Non-Qualified Deferred Compensation	All Other Compensation	Totals
Naum Voloshin	2024	$166,305	$–	$–	$–	$–	$–	$–	$166,305
Principal Executive & Principal Accounting Officer	2023	$203,140	$–	$–	$–	$–	$–	$–	$203,140
James W. Creamer	2024	$20,000	$–	$–	$–	$–	$–	$–	$20,000
Chief Financial Officer (1)	2023	$32,645	$–	$–	$–	$–	$–	$–	$32,645

(1)	Mr. Creamer was named the Company’s Chief Financial Officer on October 21, 2022 and resigned from that position on September 14, 2023.

Outstanding Equity Awards at Fiscal Year-End

The table below reflects all outstanding equity awards made to each of the named executive officers that are outstanding as of June 30, 2024.

	Restricted Stock Awards
Name	Restricted Stock grant date	Number of securities Underlying Restricted Stock Awards # Exercisable	Number of securities Underlying Restricted Stock Awards # Unexercisable	Restricted Stock Awards Grant Price
Naum Voloshin	6/21/2022	4,000,000	–	0.05
Principal Accounting Officer

The fair value of each restricted stock grant is the market value of the stock on the grant date.

Employment Agreements

Our executive officers work as at-will employees.

Code Section 162(m) Provisions

Section 162(m) of the U.S. Internal Revenue Code, or the Code, generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to the Chief Executive Officer or any of the four most highly compensated officers. Performance-based compensation arrangements may qualify for an exemption from the deduction limit if they satisfy various requirements under Section 162(m). Although we consider the impact of this rule when developing and implementing our executive compensation programs, we believe it is important to preserve flexibility in designing compensation programs. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m) of the Code. While our stock options are intended to qualify as “performance-based compensation” (as defined by the Code), amounts paid under our other compensation programs may not qualify as such.

2023 Director Compensation

The following table sets forth information for the fiscal year ended June 30, 2024 regarding the compensation of our directors who at June 30, 2024 were not also named executive officers.

Fees · Non-equity
Earned · inventive · Non-qualified · All
or paid · Stock · Option · plan · deferred · other
	in cash	Awards	Awards	compensation	compensation	compensation	Total
Name	($)	($)	($)	($)	Earnings	($)	($)
James Fuller	$–	$–	$–	$–	$–	$–	$–
Jerry Bailey	$–	$–	$–	$–	$–	$–	$–
Peter Christos	$–	$–	$–	$–	$–	$–	$–

As of June 30, 2024, the following table sets forth the number of aggregate outstanding option awards held by each of our directors who were not also named executive officers:

Aggregate

Number of

Name · Option Awards

–

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