Aclarion, Inc.
For the period ended Dec 31, 2024. Filed Apr 9, 2025.
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FY2024 · Filed Apr 9, 2025
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Item 11. Executive Compensation
| Item 11. | Executive Compensation |
|---|
Executive Compensation Overview
As an “emerging growth company,” we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act.
This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during our fiscal year 2024, and our next three most highly compensated executive officers in respect of their service to our company for fiscal year 2024. Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2024, are:
| · | Jeffrey Thramann, Executive Chairman; |
| · | Brent Ness, Chief Executive Officer; |
| · | John Lorbiecki, Chief Financial Officer; and |
| · | Ryan Bond, Chief Strategy Officer. |
Summary Compensation Table Year Ended December 31, 2024
The following table contains information about the compensation paid to or earned by each of our Named Executive Officers during the two most recently completed fiscal years.
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1)(2) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($)(3) | Total ($) |
|---|---|---|---|---|---|---|---|
| Jeff Thramann, Executive Director | 2024 | 300,000 | 80,625 | – | – | 444 | 381,069 |
| 2023 | 300,000 | 33,375 | – | – | – | 333,375 | |
| Brent Ness, Chief Executive Officer | 2024 | 300,000 | 80,625 | – | – | 444 | 381,069 |
| 2023 | 300,000 | 33,375 | – | – | – | 333,375 | |
| Ryan Bond, Chief Strategy Officer | 2024 | 200,000 | 26,875 | – | – | – | 226,875 |
| 2023 | 200,000 | 11,125 | – | – | – | 211,125 | |
| John Lorbiecki, Chief Financial Officer | 2024 | 225,000 | 60,469 | – | – | 444 | 285,913 |
| 2023 | 225,000 | 25,031 | – | – | – | 250,031 |
| (1) | The 2024 bonus amounts reflect cash bonus amounts earned in the 2024 year (as determined and approved by our Compensation Committee in January 2025. |
| (2) | The 2023 bonus amounts reflect cash bonus amounts earned in the 2023 year (as determined and approved by our Compensation Committee in June 2024. |
| (3) | Colorado FAMLI tax paid by the Company on behalf of the employee. |
Compensation Clawback Policy
The Company established a policy regarding the recoupment of certain performance-based compensation payments (“Clawback Policy”), which became effective as of December 1, 2023. This policy is included as Exhibit 97 to this Annual Report.
Subsequent to the initial issuance of the Company's 2022 financial statements on February 27, 2023, management concluded that the previously issued audited financial statements for the year ended December 31, 2022, needed to be restated to correct misstatements. The errors that triggered the restatement had no impact on the Company's cash position, revenues, or liquidity.
The Company corrected the misstatements and issued audited financial statements for the year ended December 31, 2022, in an amended annual report on June 12, 2023.
The Audit Committee of the Company determined that no performance-based compensation (or the vesting of such compensation) within the prior three years was based upon the achievement of financial results, as reported in a Form 10-Q, Form 10-K or other report filed with the Securities and Exchange Commission (“SEC”), and therefore had no obligation, pursuant to the Company’s Clawback Policy, to recover erroneously paid or awarded compensation.
Employment Agreements
Dr. Jeff Thramann
On June 15, 2021, we entered into an employment agreement with Dr. Jeff Thramann. The employment agreement was retroactively made effective to March 1, 2021. The employment agreement provides that Dr. Thramann will:
| · | Receive a salary of $25,000 per month.; |
| · | Be appointed as Executive Director (an executive officer position with the Company), as an “at will” employee, until the date of the IPO, at which time he transitioned from Executive Director to Executive Chairman, an executive officer of the Company. |
| · | Be issued options (the “Thramann Options”) to purchase 1,204,819 shares (8 shares post-2024 Stock Split and 2025 Stock Splits) of common stock (the “Thramann Option Shares”) of the Company subject to the terms and conditions set forth in the Company’s equity incentive plan, at an exercise price of $1.94 per share ($280,756.80 post-2024 Stock Split and 2025 Stock Splits). The options have a 10-year term. The vesting of the Thramann Options occurred on the date of the IPO, April 21, 2022. |
Brent Ness
On September 15, 2021, we entered into an Employment Agreement with Brent Ness. The employment agreement provides that Mr. Ness would:
| · | Be appointed Chief Executive Officer of the Company. |
| · | Receive an annual base salary of $300,000, plus an additional $100,000 if the Company completes an initial public offering and its securities are listed for trading on Nasdaq or the NYSE. |
| · | Commencing in 2022, Mr. Ness will be eligible to receive, upon certain conditions, an annual incentive bonus up to 50% of Mr. Ness’ base salary |
| · | Mr. Ness’ employment agreement is terminable ‘at will’ by the Company. If the Company terminates Mr. Ness’ employment without cause or Mr. Ness terminates for good reason, he is entitled to receive twelve months of base salary, (ii) up to nine months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal year. |
| · | Be issued options to purchase 341,365 shares (2 shares post-2024 Stock Split and 2025 Stock Splits) of common stock of the Company, subject to the terms and conditions set forth in the Company’s equity incentive plan, at an exercise price of $1.94 ($280,756.80 post-2024 Stock Split and 2025 Stock Splits) per share. The stock options have a 10-year term. The stock options will vest in 48 equal installments on each monthly anniversary of the date of grant, such that the grant will become fully vested and exercisable on the four-year anniversary of the date of grant. |
John Lorbiecki
On September 22, 2021, we entered into an Employment Agreement with John Lorbiecki. The employment agreement provides that Mr. Lorbiecki would:
| · | Be appointed Chief Financial Officer of the Company as an “at will” employee. |
| · | Receive an annual base salary of $225,000. |
| · | Commencing in 2022, Mr. Lorbiecki will be eligible to receive, upon certain conditions, an annual incentive bonus up to 50% of Mr. Lorbiecki’s base salary. |
| · | Mr. Lorbiecki’s employment agreement is terminable ‘at will’ by the Company. If the Company terminates Mr. Lorbiecki’s employment without cause or Mr. Lorbiecki terminates for good reason, he is entitled to receive twelve months of base salary, (ii) up to nine months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal year. |
| · | Be issued options to purchase 66,934 shares (1 share post-2024 Stock Split and 2025 Stock Splits) of common stock of the Company subject to the terms and conditions set forth in the Company’s equity incentive plan, at an exercise price of $1.94 ($280,756.80 post-2024 Stock Split and 2025 Stock Splits) per share. The stock options have a 10-year term. The stock options will vest in 48 equal installments on each monthly anniversary of the date of grant, such that the grant will become fully vested and exercisable on the four-year anniversary of the date of grant. |
Outstanding Equity Awards at December 31, 2024
The following table sets forth information regarding equity awards held by our Named Executive Officers as of December 31, 2024. Information in this table has been adjusted for 2025 Stock Splits.
| Option Awards · Stock Awards | |||||||
|---|---|---|---|---|---|---|---|
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($) |
| Dr. Jeffrey Thramann | 9/27/2021 | 8 | – | $280,756.80 | 9/27/2031 | – | – |
| 9/14/2022 | 1 | – | $281,118.60 | 9/14/2032 | – | – | |
| Brent Ness | 9/27/2021 | 2 | * | $280,756.80 | 9/27/2031 | – | – |
| 9/14/2022 | * | * | $281,118.60 | 9/14/2032 | – | – | |
| Ryan Bond | 2/19/2019 | * | – | $193,924.80 | 2/19/2029 | – | – |
| 9/4/2021 | * | – | $280,756.80 | 9/4/2031 | – | – | |
| John Lorbiecki | 9/27/2021 | * | * | $280,756.80 | 9/27/2031 | – | – |
| 9/14/2022 | * | * | $281,118.60 | 9/14/2032 | – | – | |
** Indicates a value less than one share.*
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