DEF 14A of KULR Technology Group, Inc.
Filed Oct 27, 2026 · FY20250001104659-26-119222
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 stockholders and until their successors are duly elected and qualified, or their earlier death, resignation or removal. 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 date of this proxy statement can be found below in the section titled “Directors, Officers and Key Employees.”
Nominees for Directors
Nominees for Directors
Nominees for Directors
| Name | Age | Position(s) with the Company | Date First Elected or Appointed | | Michael Mo | 55 | Chief Executive Officer and Chairman | March 2011 | | Benjamin Andrew Frank* | 56 | Director, Member of the Audit Committee, Chair of the Compensation Committee, Co-Chair of the Nominating and Corporate Governance Committee | April 2026 | | Steven Perez* | 53 | Director, Chair of the Audit Committee, Member of the Compensation Committee, Co-Chair of the Nominating and Corporate Governance Committee | June 2026 |
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 stockholders are best served. Mr. Mo holds the Chairman and CEO positions 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 stockholders based on the evolving needs of the company. The Board has not currently designated a lead independent director. The independent directors provide oversight through their committee responsibilities and executive sessions without management present. 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 stockholders and customers. |
Board Leadership Structure
| ● | This structure allows one person to speak for and lead the Company and the Board. |
AUDIT COMMITTEE REPORT
*Mr. Frank joined the Board effective April 28, 2026 and Mr. Perez joined the Board and the committee effective June 9, 2026. The review and discussions described above were conducted by the Audit Committee as constituted at the time of the audit of the Company’s financial statements for the year ended December 31, 2025, which consisted of Donna Grier (Chair), Dr. Joanna Massey and Aron Schwartz. The foregoing Audit Committee Report does not constitute soliciting material or to be “filed” with the Commission or subject to Regulation 14A or 14C, other than as provided in Item 407 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act and shall not be deemed filed or incorporated by reference into any other of our filings under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this Audit Committee Report by reference therein.
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, 2025 and 2024 by (i) our principal executive officer and (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2025 (collectively, the “Named Executive Officers”). Mr. Canter resigned as Chief Financial Officer effective May 22, 2026, and Dr. Michael Kimel was appointed Chief Financial Officer effective June 9, 2026.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | Other Compensation | Total Earned | | Michael Mo | 2025 | $440,755 | $90,000 | $4,960,000(2) | $- | $12,224 | $5,502,979 | | Chief Executive Officer | 2024 | $272,196 | $100,000 | $103,043(3) | $- | $- | $475,239 | | Shawn Canter | 2025 | $345,834 | $70,000 | $3,720,000(4) | $- | $- | $4,135,834 | | Former Chief Financial Officer | 2024 | $250,001 | $45,000 | $- | $- | $- | $295,001 | | William Walker | 2025 | $263,470 | $53,860 | $2,480,000(5) | $- | $- | $2,797,330 | | Chief Technology Officer | 2024 | $228,270 | $50,000 | $- | $- | $- | $278,270 |
Summary Compensation Table
| (1) The amounts reflect the aggregate grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding these restricted stock awards, see Note 16 – Stockholders’ Equity (Deficit) to our financial statements for the year ended December 31, 2025. | | (2) Includes 250,000 shares of the Company’s common stock which vest in four equal increments over four years and gym membership fees of $12,224. | | (3) Includes 35,779 shares of the Company’s common stock which vest over one year. | | (4) Includes 187,500 shares of the Company’s common stock which vest in four equal increments over four years. | | (5) Includes 125,000 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 stockholders’ investments and our net income (loss), calculated in accordance with SEC regulations, for fiscal years 2025, 2024 and 2023.
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 Stockholder Return (5) | Net Income (Loss) | | 2025 | $5,502,979 | $(1,725,293) | $3,466,582 | $(1,427,298) | $30.83 | $(61,899,782) | | 2024 | $475,239 | $3,942,063 | $286,636 | $2,909,636 | $295.83 | $(17,523,629) | | 2023 | $333,649 | $(1,143,851) | $1,029,036 | $311,223 | $15.83 | $(23,693,556) |
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 this proxy statement for fiscal year 2025 and of our prior proxy statements for fiscal years 2024 and 2023. | | (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) the 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. |
Pay vs. Performance
| (3) The dollar amounts reported are the average of the total compensation reported for our Other NEOs, other than our PEO, namely Mr. Canter and Mr. Walker for 2025, 2024 and 2023. | | (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 2025, 2024 and 2023, 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) the 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 December 30, 2022 through the end of the listed fiscal year. The closing prices of the Company’s common stock as reported on NYSE American, on the following trading days were: (i) $9.60 on December 30, 2022; (ii) $1.52 on December 29, 2023; (iii) $28.40 on December 31, 2024; and (iv) $2.96 on December 31, 2025. |
Pay vs. Performance
| * The above per share prices reflect the 1-for-8 reverse stock split of our common stock effected on June 23, 2025. |
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 | | | | | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $5,502,979 | $475,239 | $333,649 | $3,466,582 | $286,636 | $1,029,036 | | Less: Grant Date Fair Value of Equity Awards (1) | (4,960,000) | (103,043) | - | (3,100,000) | - | (823,000) | | Less: Prior Year-End Fair Value of Equity Awards Granted in | | | | | | | | Prior Years that Forfeited During the Fiscal Year | - | - | - | - | - | - | | Add: Year-End Fair Value of Equity Awards Granted in the Year | 740,000 | 1,016,117 | - | 462,500 | - | 175,750 | | Add: Year over Year Change in Fair Value of Outstanding and | | | | | | | | Unvested Equity Awards | (1,192,500) | 2,520,000 | (1,136,250) | (1,768,875) | 2,583,000 | (56,813) | | Add: Year over Year Change in Fair Value of Equity Awards Granted | | | | | | | | in Prior Years that Vested in the Year | (1,815,772) | 33,750 | (341,250) | (487,505) | 40,000 | (13,750) | | Compensation Actually Paid | $(1,725,293) | $3,942,063 | $(1,143,851) | $(1,427,298) | $2,909,636 | $311,223 |
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 Annual Report on Form 10-K for the year ended December 31, 2025. Relationship Between Pay and Performance Our “total stockholder return,” as set forth in the above table, decreased by 69% during the three-year period ended December 31, 2025, while our net loss grew by 161% over that same three-year period. “Compensation Actually Paid” to our PEO decreased from $(1,143,851) in 2023 to $(1,725,293) in 2025; and “Compensation Actually Paid” to our Other NEOs decreased from $311,223 in 2023 to $(1,427,298) in 2025. Our executive compensation program seeks to align executive officers’ long-term interests with those of our stockholders to incentivize a long-term increase in stockholder value, and therefore does not specifically align the Company’s performance measures with Compensation Actually Paid (as defined by SEC rules) for a particular year. Compensation Actually Paid in the tables above is calculated pursuant to SEC rules and reflects cash compensation actually paid as well as changes to the fair values of equity awards during the applicable fiscal years based on year-end or vesting date stock prices, as well as various accounting valuation assumptions, and does not reflect the actual amounts earned during the year by our PEO and Other NEOs. Compensation Actually Paid fluctuates annually largely due to the change in our stock price from year to year.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table discloses information regarding outstanding equity awards granted or accrued as of December 31, 2025, for our named executive officers.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Outstanding Equity Awards | | | | Stock Awards | | | | | Number of Shares or Units of | Market Value of Units of | | | Stock that have not vested | Stock that have not vested | | Name | (#) | ($)(1) | | Michael Mo (Chief Executive Officer) | 296,875(2) | $878,750 | | Shawn Canter (Former Chief Financial Officer) | 300,000(3) | $888,000 | | William Walker (Chief Technology Officer) | 151,562(4) | $448,624 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| ● | The above share amounts reflect the 1-for-8 reverse stock split of our common stock effected on June 23, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) The market value of the awards that have not vested is based on the closing price of the Company’s Common Stock on NYSE American on December 31, 2025, which was $2.96. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) Consists of (i) 46,875 restricted stock units which vest on November 1, 2026 and (ii) 250,000 restricted stock units which vest annually in four equal installments on January 17, 2026, January 17, 2027, January 17, 2028 and January 17, 2029. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) Consists of (i) 112,500 restricted stock units which vest in equal installments on March 31, 2026, March 31, 2027 and March 31, 2028 and (ii) 187,500 restricted stock units which vest in equal installments on January 17, 2026, January 17, 2027, January 17, 2028 and January 17, 2029. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) Consists of (i) 1,563 restricted stock awards which vest on April 13, 2026; (ii) 3,125 restricted stock awards which vest on November 1, 2026; (iii) 21,874 restricted stock units which vest in equal installments on July 12, 2026 and July 12, 2027; and (iv) 125,000 restricted stock units which vest in equal installments on January 17, 2026, January 17, 2027, January 17, 2028 and January 17, 2029. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth the non-employee director compensation for the year ended December 31, 2025:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Dr. Joanna Massey | $135,000 | $33,350 | - | - | - | $168,350 | | Donna Grier | $76,875 | $33,350 | - | - | - | $110,225 | | Aron Schwartz | $47,500 | $33,350 | - | - | - | $80,850 |
DIRECTOR COMPENSATION
| (1) The amounts reflect the aggregate grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding these restricted stock awards, see Note 16 – Stockholders’ Equity (Deficit) to our financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025. |
DIRECTOR COMPENSATION
On June 5, 2025, the Board approved the cash compensation of the independent directors of the Company as follows: the Lead Independent Director (“Lead Director”) received annual cash compensation equal to $120,000, the non-Lead Independent Director (“non-Lead Director”) received annual cash compensation equal to $97,500 and the second non-Lead Independent Director (“second non-Lead Director”) received annual cash compensation equal to $95,000. On November 24, 2025, the Board approved stock compensation whereby the Lead Director and each independent director were granted 13,130 restricted stock units, which vest in two equal installments on December 6, 2025 and June 6, 2026.