CLEARONE INC
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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Item 11. Executive Compensation
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or earned by each named executive officer for the years ended December 31, 2023 and 2022.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Salary | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total |
|---|---|---|---|---|---|
| Derek Graham, Chief Executive Officer(1) | |||||
| Year ended December 31, 2023 | $244,147 | $21,900 | $— | $100,000 | $366,047 |
| Year ended December 31, 2022 | $221,625 | $— | $— | $— | $221,625 |
| Narsi Narayanan - Chief Financial Officer(2) | |||||
| Year ended December 31, 2023 | $250,340 | $14,600 | $— | $100,000 | $364,940 |
| Year ended December 31, 2022 | $230,000 | $— | $— | $— | $230,000 |
| (1) | Derek L. Graham was appointed as Interim CEO on May 24, 2022 and became permanent CEO on Jan 26, 2023. |
| (2) | Narsi Narayanan served as CFO and Corporate Secretary till March 1, 2024, when his employment with ClearOne ended. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table provides information on the holdings of stock options by the named executive officers as of December 31, 2023.
| Name · Number of Securities Underlying Unexercised Options · Option Exercise Price ($) · Option Grant Date · Option Expiration Date | |||||
|---|---|---|---|---|---|
| Exercisable | Unexercisable | ||||
| Derek Graham | 1,250 | — | 8.340 | 9-12-2014 | 9-12-2024 |
| 7,500 | 2,500 | 2.500 | 12-14-2020 | 12-14-2026 | |
| — | 30,000 | 1.010 | 6-15-2023 | 6-15-2029 | |
| Narsi Narayanan | 20,000 | — | 8.340 | 9-12-2014 | 9-12-2024 |
| 25,000 | — | 11.960 | 3-11-2016 | 3-11-2026 | |
| 2,500 | — | 11.000 | 12-14-2016 | 12-14-2026 | |
| 20,000 | — | 9.900 | 6-1-2017 | 6-1-2027 | |
| 20,000 | — | 2.500 | 12-14-2020 | 12-14-2026 | |
| — | 20,000 | 1.010 | 6-15-2023 | 6-15-2029 | |
| (1) | One-third of the shares underlying each stock option vest on the first anniversary of the grant date and the remaining shares vest equally over a period of 24 months following the first anniversary of the grant date. |
OPTION EXERCISES AND STOCK VESTED
There were no exercises of stock options by named executive officers during 2023.
DIRECTOR COMPENSATION
The following table summarizes the compensation paid to non-employee directors for the year ended December 31, 2023.
| Name | Fees Earned or Paid in Cash | Option Awards | Other Compensation | Total |
|---|---|---|---|---|
| Larry R. Hendricks | $33,600 | $— | $— | $33,600 |
| Lisa B. Higley | 54,000 | — | — | 54,000 |
| Eric L. Robinson | 64,800 | — | — | 64,800 |
| Bruce Whaley | 33,600 | — | — | 33,600 |
All directors are reimbursed by the Company for their out-of-pocket travel and related expenses, if any, incurred in attending all Board of Directors and committee meetings. However, during 2023 no expenses were reimbursed to any director.
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