Z Squared Inc.
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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FY2024 · Filed Mar 28, 2025
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Item 11. Executive Compensation
| ITEM 11. | EXECUTIVE COMPENSATION |
|---|
The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers and for years ended December 31, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| David Mehalick | 2024 | 360,000 | – | – | – | – | – | – | 360,000 |
| Chairman, CEO and President | 2023 | 360,000 | – | – | – | – | – | – | 360,000 |
| Daniel Yerace | 2024 | 360,000 | – | – | – | – | – | – | 360,000 |
| Vice President of Operations | 2023 | 360,000 | – | – | – | – | – | – | 360,000 |
| Brian Cogley | 2024 | 200,000 | – | – | – | – | – | – | 200,000 |
| Chief Financial Officer | 2023 | 200,000 | 8,000 | – | – | – | – | – | 208,000 |
| Colleen Delaney | 2024 | 360,000 | – | – | – | – | – | – | 360,000 |
| Chief Scientific and Medical Officer | 2023 | 360,000 | – | – | – | – | – | – | 360,000 |
| Christine Sheehy | 2024 | 83,769 | – | – | – | – | – | – | 83,769 |
| Former Chief Financial Officer | 2023 | 150,999 | – | – | – | – | – | – | 150,999 |
- Ms. Sheehy stepped down as Chief Financial Officer in 2023 and remains with the Company as Vice President of Compliance and Secretary.
Employment Agreements with Directors and Officers
The Company is party to employment agreements with David Mehalick, Colleen Delaney and Daniel Yerace, each of which are described below. The Company does not currently have employment agreements with any of its other officers and directors.
***David Mehalick:***David Mehalick, our President and Chief Executive Officer, entered into an employment agreement with Coeptis Therapeutics, Inc. on February 21, 2022 (the “Effective Date”) covering Coeptis and its subsidiary, Coeptis Pharmaceuticals. The employment agreement is in effect immediately and will remain in effect until the termination of the employment agreement by either party in accordance with Section 5 of the employment agreement. Mr. Mehalick shall report to the Board of Directors and shall have the duties, responsibilities and authority as may from time to time be assigned to him by the Board of Directors. Under the employment agreement, Coeptis currently pays to Mr. Mehalick an annualized salary at the rate of $360,000. Mr. Mehalick will also receive a guaranteed bonus equal to twenty (20%) of his base salary for each calendar year, and will be eligible to receive merit bonuses, certain milestone bonuses and awards of stock options, restricted stock units or other equity awards pursuant to any plans or arrangements that Coeptis may have in effect from time to time. The foregoing summary does not purport to be complete and is qualified in its entirety by reference Mr. Mehalick’s employment agreement, which is filed as Exhibit 4.1 to Coeptis’ Current Report on Form 8-K filed on February 21, 2022. This employment agreement was assumed by the Company in connection with the Merger.
***Daniel Yerace:***Daniel A. Yerace, our Vice President of Operations, entered into an employment agreement with Coeptis on the Effective Date covering Coeptis and its subsidiary, Coeptis Pharmaceuticals. The employment agreement is in effect immediately and will be effective from the Effective Date until the termination of the employment agreement by either party in accordance with Section 5 of the employment agreement. Mr. Yerace reports to the President of Coeptis and has the duties, responsibilities and authority as may from time to time be assigned to him by Coeptis’ President. Under the employment agreement, Coeptis currently pays to Mr. Yerace an annualized salary at the rate of $360,000. Mr. Yerace will also receive a guaranteed bonus equal to twenty (20%) of his base salary for each calendar year, and will be eligible to receive merit bonuses, certain milestone bonuses and awards of stock options, restricted stock units or other equity awards pursuant to any plans or arrangements that Coeptis may have in effect from time to time. The foregoing summary does not purport to be complete and is qualified in its entirety by reference Mr. Yerace’s employment agreement, which is filed as Exhibit 4.1 to Coeptis’ Current Report on Form 8-K filed on February 21, 2022. This employment agreement was assumed by the Company in connection with the Merger.
Brian Cogley: Mr. Cogley joined the Company in 2023. For 2024, Mr. Cogley is currently to receive, (i) an initial base salary of $200,000 per year, (ii) eligibility for annual discretionary bonus, (iii) participation in the Company’s stock incentive plan with the number of stock options to be determined and (iv) additional benefits generally available to other salaried employees of the Company. Mr. Cogley’s employment is “at will”.
Collen Delaney: Dr. Delaney joined the Company in 2023. For 2023, Dr. Delaney is currently to receive, (i) an initial base salary of $360,000 per year, (ii) an annual bonus of 20% of base salary plus eligibility for additional annual discretionary bonus, (iii) participation in the Company’s stock incentive plan with the number of stock options to be determined and (iv) additional benefits generally available to other salaried employees of the Company. Dr. Delaney’s employment is “at will”.
Outstanding Equity Awards at Fiscal Year End
The Company had unexercised options (including stock options that have not vested) to purchase an aggregate of 279,625 shares of Common Stock outstanding for executive officers, directors, and consultants as of December 31, 2024. The Company had unexercised options to purchase an aggregate of 82,850 shares of Common Stock outstanding for executive officers, directors, and consultants as of December 31, 2023.
Employee, Director and Consultant Stock Plan
General
See “ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - Securities Authorized for Issuance under Equity Compensation Plans” for a full description of the Company’s 2022 Equity Incentive Plan.
Option Grants and Stock Awards (each presented on a post reverse stock split basis)
On January 27, 2023, the Company granted options to purchase an aggregate of 67,875 shares of our common stock under the 2022 Equity Incentive Plan, to various officers, directors, employees and consultants, at an average exercise price of $32.60 per share.
On February 1, 2023, the Company also granted a stand-alone option to a former employee to purchase up to 5,000 shares of our common stock at an exercise price of $200.00 per share. The stand-alone option expired on January 31, 2024.
On October 2, 2023, the Company granted additional options to purchase an aggregate of 15,000 shares of our common stock to two employees at an average price of $21.40 per share.
In January 2024, the Company granted options to purchase an aggregate of 76,750 shares of our common stock under the 2022 Equity Incentive Plan, to various officers, directors, employees and consultants, at an average exercise price of $13.00 per share.
In June 2024, the Company granted additional options to purchase an aggregate of 120,000 shares of our common stock to our CEO at an exercise price of $6.20 per share.
The following table provides certain information regarding unexercised options to purchase Common Stock, stock options that have not vested and equity-incentive plan awards outstanding as of December 31, 2024, for each named executive officer and director.
| Option Awards (1) · Stock Awards | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Grant Date | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| David Mehalick | 6,250 | 6,250 | 1/27/2023 | 35.20 | 1/27/2028 | – | – | – | – |
| David Mehalick | 9,374 | 9,376 | 1/27/2023 | 32.00 | 1/27/2033 | ||||
| David Mehalick | – | 20,000 | 1/10/2024 | 12.92 | 1/10/2034 | ||||
| David Mehalick | 120,000 | – | 6/13/2024 | 6.20 | 6/12/2034 | ||||
| Daniel Yerace | 5,000 | 5,000 | 1/27/2023 | 32.00 | 1/27/2033 | – | – | – | – |
| Daniel Yerace | – | 10,000 | 1/10/2024 | 12.92 | 1/10/2034 | ||||
| Christine Sheehy | 5,000 | 5,000 | 1/27/2023 | 32.00 | 1/27/2033 | – | – | – | – |
| Christine Sheehy | – | 2,500 | 1/10/2024 | 12.92 | 1/10/2034 | ||||
| Christopher Calise | 1,500 | – | 1/27/2023 | 32.00 | 1/27/2033 | – | – | – | – |
| Christopher Calise | 1,750 | – | 1/10/2024 | 12.92 | 1/10/2034 | ||||
| Tara DeSilva | 1,500 | – | 1/27/2023 | 32.00 | 1/27/2033 | – | – | – | – |
| Tara DeSilva | 1,750 | – | 1/10/2024 | 12.92 | 1/10/2034 | ||||
| Gene Salkind | 1,500 | – | 1/27/2023 | 32.00 | 1/27/2033 | – | – | – | – |
| Gene Salkind | 1,750 | – | 1/10/2024 | 12.92 | 1/10/2034 | ||||
| Philippe Deschamps | 1,500 | – | 1/27/2023 | 32.00 | 1/27/2033 | – | – | – | – |
| Philippe Deschamps | 1,750 | – | 1/10/2024 | 12.92 | 1/10/2034 | ||||
| Christopher Cochran | 1,500 | – | 1/27/2023 | 32.00 | 1/27/2033 | ||||
| Christopher Cochran | 1,750 | – | 1/10/2024 | 12.92 | 1/10/2034 | – | – | – | – |
| Brian Cogley | 1,250 | 3,750 | 10/02/2023 | 21.40 | 10/2/2033 | – | – | – | – |
| Brian Cogley | – | 7,500 | 1/10/2024 | 12.92 | 1/10/2034 | ||||
| Colleen Delaney | 2,500 | 7,500 | 10/02/2023 | 21.40 | 10/2/2033 | ||||
| Colleen Delaney | – | 20,000 | 1/10/2024 | 12.92 | 1/10/2034 | – | – | – | – |
(1) All options were issued (a) to Mr. Cogley and Dr. Delaney on October 2, 2023 and (b) to the officers and directors on January 27, 2023 (as applicable, the “Grant Date”).
(2) Includes (i) 12,500 incentive stock options with an exercise price of $35.20 and an expiration date of January 27, 2028 and (ii) 18,750 nonqualified stock options with an exercise price of $32.00 and an expiration date of January 27, 2033.
2024 and 2023 Director Compensation
Non-employee directors were each paid a total of $20,000 and $18,333 for service as a director during 2024 and 2023, respectively.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.