Kinetic Seas Inc.
For the period ended Dec 31, 2024. Filed Apr 24, 2025.
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FY2024 · Filed Apr 24, 2025
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Item 11. Executive Compensation
The following identifies the elements of compensation for fiscal years 2024 and 2023 with respect to our “named executive officers,” which term is defined by Item 402 of the SEC’s Regulation S-K to include (i) all individuals serving as our principal executive officer at any time during fiscal year 2023, (ii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at December 31, 2024 and whose total compensation (excluding nonqualified deferred compensation earnings) exceeded $100,000, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the foregoing item (ii) but for the fact that the individual was not serving as an executive officer of the Company at December 31, 2024.
Based on our compensation for the fiscal year ended December 31, 2023, Edward Honour and Jeff Lozinski constitute our only “named executive officers” pursuant to Item 402 of Regulation S-K.
Summary Compensation Table
| NONQUALIFIED · ALL | ||||||||
|---|---|---|---|---|---|---|---|---|
| STOCK · OPTIONS · DEFERRED · OTHER | ||||||||
| SALARY · BONUS · AWARDS · AWARDS · COMPENSATION · COMP | ||||||||
| NAME AND PRINCIPAL POSITION | YEAR | ($) | ($) | ($) | ($) | ($) | ($) | TOTAL |
| Erik S. Nelson, | 2024 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| President, Chief Financial Officer & Director (1) | 2023 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| Edward Honour | 2024 | $135,504 | $0 | $0 | $0 | $0 | $32,312 | $167,816 |
| Chief Executive Officer, Director (2) | 2023 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| Jeffrey Lozinski | 2024 | $159,577 | $0 | $0 | $0 | $0 | $55,045 | $214,622 |
| Chief Operating Officer, Director (3) | 2023 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| (1) | Mr. Erik S. Nelson, our sole officer and director, was appointed Chief Executive Officer, President, Chief Financial Officer and member of the Board of Directors on June 18, 2021. On December 14, 2023, Mr. Nelson resigned as Chief Executive Officer, President and Chief Financial Officer. |
| (2) | Edward Honour has served as Chief Executive Officer from December 14, 2023 to the present. |
| (3) | Jeffrey Lozinski has served as Chief Operating Officer from December 14, 2023 to the present. |
The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans. The Company does not have a defined benefit, pension, profit sharing plan, or a 401(k) plan. We did not grant any stock options or stock appreciation rights to our named executive officers in the last fiscal year. We did not reprice any options or stock appreciation rights during the last fiscal year. We did not waive or modify any specified performance target, goal or condition to payout with respect to any amount included in any incentive plan compensation included in the summary compensation table.
Compensation Philosophy
The board is responsible for creating and reviewing the compensation of our executive officers, as well as overseeing our compensation and benefit plans and policies and administering our equity incentive plans. We believe in providing a competitive total compensation package to its executives through a combination of base salary, annual performance bonuses, and long-term equity awards. The executive compensation program is designed to achieve the following objectives:
| · | provide competitive compensation that will help attract, retain and reward qualified executives; |
| · | align executives’ interests with our success by making a portion of the executive’s compensation dependent upon corporate performance; and |
| · | align executives’ interests with the interests of stockholders by including long-term equity incentives. |
The board believes that our executive compensation program should include annual and long-term components, including cash and equity-based compensation, and should reward consistent performance that meets or exceeds expectations. The board evaluates both performance and compensation to make sure that the compensation provided to executives remains competitive relative to compensation paid by companies of similar size and stage of development operating in the payment processing industry and taking into account our relative performance and its own strategic objectives.
Notwithstanding the above, the Company is not currently paying any compensation to its executive officers until it raises additional capital to fund its business and capital expenditure needs.
Outstanding Equity Awards At Fiscal Year-End
None of the named executive officers have any unvested equity awards or unexercised options in the Company as of December 31, 2024.
Employment Agreements
The Company does not have any employment agreements with any of its executive officers.
Severance and Change of Control Benefits
The Company does not currently have any agreements with its named executive officers or directors which provide for severance or change of control benefits.
Employee Benefit Plans and Pension Benefits
The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans. The Company does not have a defined benefit, pension, profit-sharing plan or 401(k) plan.
Nonqualified Deferred Compensation
None of our NEOs are covered by a deferred contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.
Director Compensation
The following table details the total compensation earned by our non-employee directors during the year ended December 31, 2024.
| Name | Fee Earned or Paid in Cash ($) (1) | Restricted Stock Awards ($)(2) | All Other Compensation ($) | Total $ |
|---|---|---|---|---|
| Joseph Lehmann | $– | $– | $– | $– |
| Robert Jackson | $– | $– | $– | $– |
There were no options outstanding to directors as of December 31, 2024.
Our board does not have a current compensation policy for its directors. However, we reimburse our directors for reasonable travel and other related expenses. Once we raise capital, we intend to develop a board compensation plan that is consistent with market norms for similar sized companies.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.