DEF 14A of KULR Technology Group, Inc.
Filed Oct 10, 2024 · FY20230001104659-24-107760
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 21 | | EQUITY COMPENSATION PLAN INFORMATION | 21 | | DIRECTOR COMPENSATION | 21 | | SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 22 | | TRANSACTIONS WITH RELATED PERSONS | 22 | | STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF KULR TECHNOLOGY GROUP, INC. | 23 | | HOUSEHOLDING OF MATERIALS | 24 | | SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 24 | | OTHER MATTERS | 24 | | ANNUAL REPORT | 24 |
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Proposal
Proposal Three directors are to be elected at the Annual Meeting to serve until the next annual meeting of the Company’s shareholders. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote the shares represented by the proxy for the election of the nominees listed below. Although it is not contemplated that any nominee will decline or be unable to serve as a director, in such event, proxies will be voted by the proxy holder for such other persons as may be designated by the Board of Directors, unless the Board of Directors reduces the number of directors to be elected. The following table sets forth the nominees for directors on the Board of Directors. Certain biographical information about the nominees as of the Record Date can be found below in the section titled “Directors and Officers.”
Nominees for Directors
Nominees for Directors
Nominees for Directors
| Name | Age | Position(s) with the Company | Date First Elected or Appointed | | Michael Mo | 53 | Chief Executive Officer and Chairman | March 2011 | | Joanna D. Massey* | 56 | Lead Director, Member of the Audit Committee, Chair of the Compensation Committee, Chair of the Nominating and Corporate Governance Committee | June 2021 | | Donna H. Grier* | 66 | Director, Chairperson of the Audit Committee, Member of the Compensation Committee, Member of the Nominating and Corporate Governance Committee | April 2024 |
Nominees for Directors
* Denotes independent director. There are no arrangements or understandings known to us between any of the nominees listed above and any other person pursuant to which that person was or is to be selected as a director or nominee, other than any arrangements or understandings with persons acting solely as directors or officers of KULR.
Board Leadership Structure
Board Leadership Structure Our board leadership structure consists of a Chairman of the Board of Directors who is also our CEO. Each year, our Board of Directors assesses these roles and the board leadership structure to ensure the interests of KULR and its shareholders are best served. Mr. Mo holds the Chairman and CEO position at KULR. We do not have an express policy on whether the roles of Chair of the Board and CEO should be combined or separated. Instead, the Board prefers to maintain the flexibility to determine which leadership structure best serves the interests of KULR and our shareholders based on the evolving needs of the company. Although we have a combined Chair of the Board and CEO leadership structure, we have added a Lead Independent Director position to complement the Chair of the Board’s role and to serve as the principal liaison between the nonemployee directors and the CEO. The Lead Independent Director, among other things, takes responsibility for scheduling board meetings and setting meeting agendas and ensuring that management provides sufficient information for the Board of Directors to remain informed about and maintains proper oversight of our operations. A number of factors support the leadership structure chosen by the Board, including, among others:
Board Leadership Structure
| • | Mr. Mo has extensive knowledge of all aspects of KULR and its business and risks, its industry and its customers. |
Board Leadership Structure
| • | Mr. Mo is intimately involved in the day-to-day operations of KULR and is best positioned to elevate the most critical business issues for consideration by the Board of Directors. |
Board Leadership Structure
| • | The Board of Directors believes having Mr. Mo serve in both capacities allows him to more effectively execute KULR’s strategic initiatives and business plans and confront its challenges. |
Board Leadership Structure
| • | A combined Chairman and CEO structure provides KULR with decisive and effective leadership with clearer accountability to our shareholders and customers. |
Board Leadership Structure
| • | This structure allows one person to speak for and lead the company and the Board. |
Summary Compensation Table
Summary Compensation Table The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, 2023 and 2022 by (i) our principal executive officer, (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2023 and whose total compensation for the 2023 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000, (iii) a person who would have been included as one of our two most highly compensated executive officers, other than our principal executive officer, but for the fact that he was not serving as one of our executive officers as of December 31, 2023 (the individuals falling within categories (i), (ii) and (iii) are collectively referred to as the “Named Executive Officers”):
Summary Compensation Table
| | | | | Stock | Option | Total | | Name and Principal Position | Year | Salary | Bonus | Awards | Awards | Earned | | Michael Mo | 2023 | $333,649 | $— | $— | $— | $333,649 | | Chief Executive Officer | 2022 | $306,159 | $— | $1,443,000 | $— | $1,749,159(1) | | Shawn Canter | 2023 | $188,369 | $— | $1,380,000 | $— | $1,568,369(2) | | Chief Financial Officer | 2022 | $— | $— | $— | $— | $— | | William Walker | 2023 | $223,703 | $— | $266,000 | $— | $489,703(3) | | Chief Technology Officer | 2022 | $151,250 | $12,000 | $309,000 | $— | $472,250(4) |
Summary Compensation Table
| (1) Includes the incremental value of an equity modification for 1,500,000 shares of the Company’s common stock previously deemed to be earned upon achieving market capitalization milestones up to $4 billion, which will now vest in four equal increments over four years. |
Summary Compensation Table
| (2) Includes cash compensation earned from date of hire March 31, 2023 through December 31, 2023. Also includes 1,500,000 shares of the Company’s common stock which vest in five equal increments over five years. |
Summary Compensation Table
| (3) Includes 350,000 shares of the Company’s common stock which vest in four equal increments over four years. |
Summary Compensation Table
| (4) Includes cash compensation earned from date of hire March 16, 2022 through December 31, 2022. Also includes 150,000 shares of the Company’s common stock which vest in four equal increments over four years. |
Pay vs. Performance
Pay vs. Performance The following table sets forth compensation information for our principal executive officer, referred to below as our “PEO”, and our other named executive officers, or “Other NEOs”, for purposes of comparing their compensation to the value of our shareholders’ investments and our net income (loss), calculated in accordance with SEC regulations, for fiscal years 2023, 2022 and 2021.
Pay vs. Performance
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (5) | Net Income (Loss) | | 2023 | $333,649 | $(1,143,851) | $1,029,036 | $311,223 | $12.93 | $(23,693,556) | | 2022 | $1,749,159 | $(610,841) | $1,038,907 | $(1,641,593) | $81.63 | $(19,436,479) | | 2021 | $2,812,661 | $2,950,661 | $8,337,991 | $8,816,571 | $187.76 | $(11,911,151) |
Pay vs. Performance
| (1) The dollar amounts reported are the amounts of total compensation reported for our PEO, Michael Mo, in the Summary Compensation Table of our Form 10-K for fiscal years 2023, 2022 and 2021. | | (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Mo during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, (iii) value of equity awards issued and vested during the reported fiscal year, and (iv) reduced by the value of equity awards granted in prior years that were forfeited in subsequent years. | | (3) The dollar amounts reported are the average of the total compensation reported for our Other NEOs, other than our PEO, namely Mr. Canter for 2023, Mr. Walker for 2023 and 2022, and Mr. Cochran for 2022 and 2021. | | (4) The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our Other NEOs, other than our PEO. The dollar amounts reported are the average of the total compensation reported for our Other NEOs, other than our PEO in the Summary Compensation Table for fiscal years 2023, 2022 and 2021, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, (iii) value of equity awards issued and vested during the reported fiscal year, and (iv) reduced by the value of equity awards granted in prior years that were forfeited in subsequent years. | | (5) Assumes an investment of $100 for the period starting on January 1, 2021 through the end of the listed fiscal year. The closing prices of the Company’s common stock as reported on Nasdaq, as applicable, on the following trading days were: (i) $1.47 on December 31, 2020; (ii) $2.76 on December 31, 2021; (iii) $1.20 on December 30, 2022; and (iv) $0.19 on December 29, 2023. |
Pay vs. Performance
To calculate the amounts of compensation actually paid each of the PEO and Other NEOs reported in the table above, the following amounts were deducted from and added (as applicable) to compensation as reported in the Summary Compensation Table:
Pay vs. Performance
| | PEO | | | Other NEOs | | | | | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $333,649 | $1,749,159 | $2,812,661 | $1,029,036 | $1,038,907 | $8,337,991 | | Less: Grant Date Fair Value of Equity Awards (1) | - | (1,443,000) | (2,579,000) | (823,000) | (823,000) | (8,131,420) | | Less: Prior Year-End Fair Value of Equity Awards Granted in Prior Years that Forfeited During the Fiscal Year | - | (2,717,000) | - | - | (1,545,000) | - | | Add: Year-End Fair Value of Equity Awards Granted in the Year | - | 1,800,000 | 2,717,000 | 175,750 | 990,000 | 8,610,000 | | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | (1,136,250) | - | - | (56,813) | (1,170,000) | - | | Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (341,250) | - | - | (13,750) | (132,500) | - | | Compensation Actually Paid | $(1,143,851) | $(610,841) | $2,950,661 | $311,223 | $(1,641,593) | $8,816,571 |
Pay vs. Performance
(1) Represents the grant date fair value of the equity awards as reported in the Summary Compensation Table. In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. For a discussion of the assumptions made in the valuation of grants, see Note 16 to the Consolidated Financial Statements included in our Form 10-K. Relationship Between Pay and Performance Our “total shareholder return,” as set forth in the above table, decreased by 87% during the three-year period ended December 31, 2023, while our net loss increased by 99% over that same three-year period. “Compensation Actually Paid” to our PEO decreased from $2,950,661 in 2021 to $(1,143,851) in 2023; and “Compensation Actually Paid” to our Other NEOs decreased from $8,816,571 in 2021 to $311,223 in 2023. Our executive compensation program seeks to align executive officers’ long-term interests with those of our shareholders to incentivize a long-term increase in shareholder value, and therefore does not specifically align the Company’s performance measures with Compensation Actually Paid (as defined by SEC rules) for a particular year. Compensation Actually Paid in the tables above is calculated pursuant to SEC rules and reflects cash compensation actually paid as well as changes to the fair values of equity awards during the applicable fiscal years based on year-end or vesting date stock prices, as well as various accounting valuation assumptions, and does not reflect the actual amounts earned during the year by our PEO and Other NEOs. Compensation Actually Paid fluctuates annually largely due to the change in our stock price from year to year.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table discloses information regarding outstanding equity awards granted or accrued as of December 31, 2023, for our named executive officers.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Outstanding Equity Awards | | | | Stock Awards | | | | | Number of Shares or Units of Stock that have not vested | Market Value of Units of Stock that have not vested | | Name | (#) | ($) | | Michael Mo (Chief Executive Officer) | 1,125,000 | $213,750 | | Shawn Canter (Chief Financial Officer) | 1,500,000 | 285,000 | | Dr. William Walker (Chief Technology Officer) | 450,000 | 85,500 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION On November 1, 2022, the Board of the Company appointed Dr. Joanna Massey as Lead Independent Director (“Lead Director”) and Morio Kurosaki as non-Lead Independent Director (“non-Lead Director”) of the Board, to hold office until the earlier of the expiration of the term of office of the director whom they have replaced, successors are duly elected and qualified, or the earlier of such director’s death, resignation, disqualification, or removal. Furthermore, the Lead Director received annual cash compensation equal to $150,000 upon their appointment and the non-Lead Director received annual cash compensation equal to $95,000. Additionally, all independent Board members were granted 37,500 shares of common stock of which shares shall vest quarterly in 7,500 share installments with the first installment vesting December 31, 2022. On April 12, 2024, the Lead Director and the non-Lead Director were granted 15,000 shares of the Company's common stock, awarded as Board compensation on April 12, 2024. On the resignation of the prior non-Lead Director effective April 15, 2024, and the appointment of a new non-Lead Independent Director effective as of April 15, 2024, all independent Board members were granted 140,000 shares underlying an equity incentive grant issued, effective April 15, 2024, of which 35,000 shares will vest on June 30, 2024, and the remainder of the shares to vest quarterly thereafter. The newly appointed non-Lead Independent Director would also receive a quarterly cash compensation equal to $17,500. The vesting of the shares is subject to the directors’ continuing services with our Company.