QS Energy Inc
For the period ended Feb 14, 2025. Filed Dec 27, 2024.
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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.
Feb 14, 2025 · Filed Dec 27, 2024
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Contents
Pay vs. Performance
The following table sets forth compensation information for our chief executive officer, referred to below as our PEO(Title), and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2023, 2022 and 2021.
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) | Net Income(5) |
|---|---|---|---|---|---|---|
| 2023 | $– | $– | $– | $– | $300 | $(1,224,000) |
| 2022 | $– | $– | $– | $– | $250 | $(1,548,000) |
| 2021 | $– | $– | $55,200 | $46,200 | $100 | $(1,420,000) |
| (1) | The dollar amounts reported are the amounts of total compensation reported for the Company’s CEO, Cecil Bond Kyte, in the Summary Compensation Table (“SCT”) for fiscal years 2023, 2022 and 2021. |
| (2) | The following table reflects the adjustments necessary, each of which is prescribed by SEC rule, to calculate the Compensation Actually Paid (“CAP”) from those total amounts reflected in the SCT. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to the Company’s executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. To determine CAP, the adjustments below were made to the Company’s executive officer’s total compensation. |
| 2023 · 2022 · 2021 | ||||||
|---|---|---|---|---|---|---|
| PEO’s | Other NEO’s | PEO | Other NEO’s | PEO | Other NEO’s | |
| SCT Amounts | $– | $– | $– | $– | $– | $55,200 |
| Adjustments Related to Defined Benefit and Actuarial Plans: | ||||||
| None (6) | – | – | – | – | – | – |
| Adjustments Related to Stock-Based Compensation: | ||||||
| Values reported in Stock Awards and Option Awards columns of the SCT | – | – | – | – | – | (9,000) |
| Year-end fair value of awards granted during the year that are outstanding and unvested at the end of the year | – | – | – | – | – | – |
| Decrease in fair value of awards granted in prior years that are outstanding and unvested at year-end | – | – | – | – | – | – |
| Fair value of awards granted and vested during the year | – | – | – | – | – | – |
| Decrease in fair value of awards granted in prior years that vested during the year | – | – | – | – | – | – |
| Decrease in fair value of awards granted in prior years that failed to meet vesting conditions during the year | – | – | – | – | – | – |
| Dividends and other earnings paid on awards before the vesting date | – | – | – | – | – | – |
| CAP Amounts | $– | $– | $– | $– | $– | $46,200 |
| (3) | The amounts presented reflect the total compensation set forth in the SCT for the Company’s Non-PEO NEOs, Michael McMullen, former Chief Financial Officer (“Former CFO”) and Don Dickson, former Chief Executive Officer (“Former CEO”). Mr. McMullen was appointed Chief Financial Officer (“CFO”) effective April 1, 2017. Mr. McMullen’s annual base salary under his employment agreement as CFO was $158,400, for a two-year term. Effective March 31, 2019, the Company amended Mr. McMullen’s employment agreement. As amended, the contract was extended by 90 days with no other change in terms. Effective July 1, 2019 through November 15, 2019, Mr. McMullen was employed on a month-to-month basis with no other changes in terms. Effective November 15, 2019, Mr. McMullen’s employment agreement was amended extending the term of the agreement to February 15, 2020 with no other changes in terms. Mr. McMullen’s Employment Agreement was amended and restated effective February 15, 2020. As amended, Mr. McMullen’s employment agreement was extended on a month-to-month basis with no other terms modified. Mr. McMullen resigned as CFO, effective April 15, 2021. |
| Mr. Dickson did not receive any cash compensation for his role as interim CEO; rather, his compensation was in the form of options that were granted (“Grant”) to Mr. Dickson to purchase 100,000 shares of restricted common stock of the Company (the “Options”), each month of his employment as interim CEO during the Term. The Options vested on the 30th day following the date of Grant, provided that Mr. Dickson remained in his role as interim CEO on the vesting date. All of the Options were priced as of the closing market price of the Company’s common stock as reported by the OTCBB (Pink Sheets) on the date of Grant. The Options issued to Mr. Dickson in exchange for serving as the Company’s interim CEO expire ten (10) years from the date of Grant. Mr. Dickson resigned as interim CEO, effective April 15, 2021. | |
| (4) | The amounts presented reflect the value of a fixed investment of $100 on January 1st of the reporting period (i.e., January 1, 2021) based upon the closing market price of the Company’s common stock of $0.06, $0.05, $0.04 and $0.02 at December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020, respectively, as traded on The Nasdaq Capital Market. |
| (5) | The amounts presented reflect the net loss as reported in the Company’s audited financial statements for the periods presented. |
| (6) | The Company had no Defined Benefit or Actuarial Plans during the periods presented. |
The following table sets forth certain information regarding the compensation earned during the last three fiscal years by the Named Executive Officer.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.