MULLEN AUTOMOTIVE INC
For the period ended Mar 13, 2025. Filed Feb 18, 2025.
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Mar 13, 2025 · Filed Feb 18, 2025
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Contents
Pay-versus-Performance
The following section has been prepared in accordance with Pay Versus Performance rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Under these new rules, the SEC has developed a definition of pay, referred to as Compensation Actually Paid (“CAP”). We are required to calculate CAP for our named executive officers and then compare it with certain Company performance measures. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions.
The following table shows the past three fiscal years’ total compensation for our named executive officers as set forth in the Summary Compensation Table (“SCT”), the CAP to our named executive officers, our total stockholder return (“TSR”), and our net loss. We are a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, and have elected to provide in this Proxy Statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies.
SEC rules require certain adjustments be made to the SCT totals to determine CAP as reported in the Pay Versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a valuation calculated under applicable SEC rules. The methodology for calculating CAP, as required by Item 402(v) of Regulation S-K, takes into account, among others, changes in share price and its impact on the fair value of equity awards.
| Year | SummaryCompensationTable Totalfor PEO(1) | Compensationactually paidto PEO(2) | AverageSummaryCompensationTable Totalfor Non-PEONamedExecutiveOfficers | AverageCompensationActuallyPaid toNon-PEONamedExecutiveOfficers(3) | Value ofInitial Fixed$100InvestmentBased onTotalStockholderReturn(4) | Net Loss(5) |
|---|---|---|---|---|---|---|
| 2024 | $3,250,000 | $(29,694,357) | $2,011,518 | $2,028,495 | $(100.00) | $(470,961,744) |
| 2023 | $49,629,463 | $58,001,015 | $1,068,251 | $358,210 | $(99.98) | $(964,894,185) |
| 2022 | $11,524,440 | $33,399,489 | $903,409 | $(3,852) | $(97.20) | $(780,049,246) |
| (1) | Represents total compensation reported for David Michery (our Chief Executive Officer) for each corresponding year in the “Total” column of the SCT set forth above in “Executive Compensation — Summary Compensation Table”. |
| (2) | The dollar amounts reported for the PEO under “Compensation Actually Paid” represent the amount of “Compensation Actually Paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. The table below summarizes the adjustments to the total amount reported in the SCT for our PEO in calculating CAP: |
| Reconciliation of PEO SCT Total and Compensation Actually Paid · 2024 · 2023 · 2022 | ||||||
|---|---|---|---|---|---|---|
| Total Compensation as reported in SCT | $3,250,000 | $49,629,463 | $11,524,440 | |||
| Less grant date fair value of equity awards as reported in the SCT | $(2,500,000) | $(48,879,463) | $(10,053,286) | |||
| Plus the year-end fair value of equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the year | $3,150,000 | $36,201,590 | $30,288,345 | |||
| Plus change in fair value from end of prior year to end of current year for awards granted in prior years that are outstanding and unvested as of the end of the year | $(21,769,412) | $2,585,685 | $ | - | ||
| Plus, for awards that are granted and vest in same applicable year, the fair value as of the vesting date | $ | - | $4,461,121 | $11,890,001 | ||
| Plus change in fair value as of the vesting date (from the end of the prior fiscal year) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | $1,103,479 | $14,002,619 | $(10,250,010) | |||
| Less, for awards granted in any prior fiscal year that fail to meet the vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | $(12,928,425) | $ | - | $ | - | |
| Compensation Actually Paid | $(29,694,357) | $58,001,015 | $33,399,489 | |||
| (3) | The dollar amounts reported for the named executive officers under “Compensation Actually Paid” represent the average amount of “Compensation Actually Paid” to the named executive officers, as computed in accordance with Item 402(v) of Regulation S-K. The average SCT total for 2024 was calculated based on the compensation of Jonathan New and Chester Bragado, 2023 was calculated based on the compensation of Jonathan New and Calin Popa and the compensation for 2022 was based on the compensation of Calin Popa and Jerry Alban, former COO, and Kerri Sadler, former CFO. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the named executive officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the named executive officers’ average total compensation for each year to determine the compensation actually paid: |
| Reconciliation of Named Executive Officer Average SCT Total and Average Compensation Actually Paid | 2024 | 2023 | 2022 |
|---|---|---|---|
| Total Compensation as reported in SCT | $2,011,518 | $1,068,251 | $903,409 |
| Less grant date fair value of equity awards as reported in the SCT | $(1,565,525) | (698,751) | (600,500) |
| Plus the year-end fair value of equity awards that are outstanding and unvested as of the end of the year | 2 | 400 | 43,573 |
| Plus change in fair value from end of prior year to end of current year for awards granted in prior years that are outstanding and unvested as of the end of the year | - | - | - |
| Plus, for awards that are granted and vest in same applicable year, the fair value as of the vesting date | $1,628,003 | 38,100 | 955,001 |
| Plus change in fair value as of the vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | $(28,833) | (49,790) | (1,305,335) |
| Less, for awards granted in any prior fiscal year that fail to meet the vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | $(16,669) | - | - |
| Compensation Actually Paid | $2,028,495 | $358,210 | $(3,852) |
| (4) | Cumulative TSR is calculated by dividing difference between our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. On November 5, 2021, the Company completed a merger with Net Element, Inc., which changed its name to “Mullen Automotive Inc”, and the ticker symbol on the Nasdaq Capital Market for the Company’s common stock changed to “MULN” at the opening of trading on November 5, 2021. Accordingly, November 5, 2021 is the date used as the beginning of the measurement period for 2022. Share prices have been adjusted retroactively to reverse stock splits effectuated by the Company in April 2023 (1:25), August 2023 (1:9), December 2023 (1:100) and September 2024 (1:100). No dividends were paid or declared in 2022, 2023 or 2024. |
| (5) | The dollar amounts reported represent the amount of net loss attributable to common stockholders after preferred dividends reflected in our consolidated audited financial statements for the applicable year. |
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