DEF 14A of Ivanhoe Electric Inc.
Filed Apr 24, 2024 · FY20230001140361-24-021514
Directors
Directors
Directors
| | Robert Friedland has served as Executive Chairman of the Board of Directors since November 21, 2022. Prior to that time, Mr. Friedland was CEO from July 2020 and Chairman of the Board from April 2021. Mr. Friedland has over 30 years of experience and has been recognized by leaders of the international financial sector and mineral resource industries as an entrepreneurial explorer, technology innovator and company builder. Mr. Friedland has been the Director, President, and CEO of Ivanhoe Capital Corporation (“Ivanhoe Capital”) since 1988, the executive Co-Chairman since September 2018 (previously the Executive Chairman from May 2012 until September 2018) of Ivanhoe Mines Ltd. and the Co-Chair of SK Global Entertainment, Inc. from February 2017 to December 2021. Mr. Friedland was the Chief Executive Officer of High Power Exploration Inc. (“HPX”) from December 2015 through July 2022. HPX is an 85% owner of the Nimba high-grade iron ore deposit in Guinea. Mr. Friedland was the Director, Chairman and President of Ivanhoe Pictures, Inc. from May 2013 to December 2021, and is currently the Chairman of our 90%-owned subsidiary, VRB Energy Inc. As one of the most recognized mining personalities and achievers in the world, Mr. Friedland is dedicated to serving on numerous boards in the natural resources sector. These positions include: Co-Chairman of Sunrise Energy Metals Limited (formerly Clean TeQ Holdings Limited); Chairman of I-Pulse Inc. and a Director of Kietta SAS and Pure Lithium Corporation. From June 2020 to June 2021, Mr. Friedland served as Chairman of Gold X Mining Corp., until its acquisition by Gran Colombia in June 2021. Mr. Friedland founded Ivanhoe Capital Acquisition Corp., a NYSE-listed special purpose acquisition corporation that completed its merger with SES AI Corporation (“SES”), a lithium-metal battery developer, in February 2022. He served as a Director of SES until March 15, 2023. Since April 2022, Mr. Friedland has served as the Chairman of Energy Capital Group. Mr. Friedland graduated with a degree in political science from Reed College. | | | Taylor Melvin has served as our Chief Executive Officer, President and member of our Board of Directors since November 2022. Mr. Melvin has over 20 years of experience in the natural resources sector as a senior corporate development professional and investment banker. He was President and Chief Executive Officer of Battery Metals Streaming Corp. from March 2022 to August 2022, and Vice President, Corporate Development for Freeport-McMoRan Inc. (NYSE: FCX), a leading international mining company focused on copper, headquartered in Phoenix, Arizona, from August 2018 to March 2022, after having served as its Director – Finance & Business Development since 2008. Prior to joining Freeport in 2008, Mr. Melvin was an Executive Director in J.P. Morgan’s Natural Resources investment banking group in New York. Mr. Melvin received his Bachelor of Science in Business Administration and his MBA from the University of North Carolina at Chapel Hill. |
Directors
| | Russell Ball has served as a Director since June 30, 2022 and is the Chair and a member of the Audit Committee and member of the Compensation Committee and Nominating Committee. Mr. Ball is an international mining executive with thirty years of experience. He was the Chief Executive Officer of Calibre Mining Corp. (TSX: CXB) from October 2019 to February 2021 and Chair of the board from November 2018 to February 2021. From May 2013 to December 2017, Mr. Ball held various executive positions with Goldcorp Inc. (TSX: G; NYSE: GG) and was Goldcorp’s Executive Vice President Corporate Development and Chief Financial Officer from March 2016 to November 2017. Prior to that, Mr. Ball held various positions with Newmont Mining Corporation (NYSE: NEM) from 1994 to 2013 and was Executive Vice President and Chief Financial Officer from 2008 to May 2013. Mr. Ball is a Non-Executive Chair of the board of Faraday Copper Corp. (TSX:FDY) and is a Director of Southern Silver Exploration Corp (TSX.V: SSL). Mr. Ball qualified as a Chartered Accountant (South Africa) and as a Certified Public Accountant in the United States. He holds a Masters in Accounting and a Post-Graduate Diploma in Accounting from the University of Natal (South Africa). |
Directors
| | Sofia Bianchi has served as a Director since July 2023. Ms. Bianchi has 37 years of finance experience and has held several executive and director positions internationally. She is currently the founding partner at Atlante Capital Partners, an investment firm focused on financial restructuring since May 2016. She also serves as Chair of Canagold Resources Ltd. (CCM:CA) since July 2022, as a Non-Executive Director of Saudi Arabian Mining Company (Ma’aden) (Saudi Stock Exchange Tadawul) (“Ma’aden”) since December 2022, and as a Non-Executive Director of Manara Minerals Investment Company of Riyadh, Saudi Arabia, a venture between Ma’aden and the Public Investment Fund (PIF) to invest in mining assets globally since June 2003. She is also a Non-Executive Director of Sitex SA and Spitex Perspecta AG (SOL SpA Group), companies specializing in home-based healthcare, since 2017 and 2019, respectively; and an Independent Non-Executive Director of Yellow Cake plc. (AIM:YCA), a uranium company, since 2018. Formerly Ms. Bianchi served as Head of Special Situations at the CDC Group and served on the boards of Feronia Inc. (TSX) from January 2019 to July 2020 and ARM Cement PLC (Nairobi Securities Exchange) from January 2018 to January 2019 during the companies’ financial and operational restructuring. Ms. Bianchi also served as a Director of Endeavour Mining Corporation (TSX & LSE) from November 2019 to May 2022 and as a Director of Kenmare Resources Plc (LSE & Dublin Stock Exchange) from April 2008 to May 2017. Ms. Bianchi holds a Master’s degree in finance from the University of Pennsylvania – Wharton Business School, and a Bachelor of Arts degree in Economics from George Washington University. |
Directors
| | Hirofumi Katase has served as a Director since January 2022. Mr. Katase has served as Executive Vice Chairman, Director General of Industrial Science and Technology and a member of the Board of Directors of I-Pulse Inc. since December 2017. Mr. Katase is also President of I-Pulse Japan Co., Ltd., I-Pulse’s operating subsidiary in Japan. He is a CEO of G-Pulse Inc., a subsidiary of I-Pulse developing a drilling technology based on high pulse power. Prior to these roles, he most recently served as Japan’s Vice Minister for International Affairs at the Ministry of the Economy, Trade and Industry (“METI”) from June 2016 to July 2017. He held numerous management positions in trade, energy and industrial policy at METI since joining in 1982. During his time at METI, Mr. Katase served in multiple Director General positions, including for the Industrial Science and Technology Policy and Environment Bureau and Trade Policy Bureau, where he led efforts that contributed to the signing of the Trans-Pacific Partnership, among other international agreements. He also was previously Deputy Secretary-General of the Secretariat of Strategic Headquarters for Space Policy at the Cabinet Office, where he helped establish the Office of National Space Policy, the headquarters responsible for Japan’s development of space policy and deployment of space infrastructure. He was also a Director of the Oil and Natural Gas division at METI, where he led Japan’s upstream hydrocarbon policy for four years. At METI, he also served as a Director of the Aerospace and Defense Industry division where he worked on launching the Mitsubishi Regional Jet (MRJ) program and cultivated international partnerships for the development of aircraft and aircraft engines. He has been a Director of MinebeaMitsumi, a manufacturing company, since June 2021. Mr. Katase earned a Bachelor’s degree in law from the University of Tokyo and a Master’s degree in applied economics from the University of Michigan. |
Directors
| | Patrick Loftus-Hills has served as a Director since March 2023 and is a member of the Compensation Committee and Nominating Committee. Mr. Loftus-Hills brings over 35 years of experience in the global mining industry and is currently a Senior Advisor at Moelis & Company, a New York-based investment bank. He is also a former Partner and Managing Director at Moelis & Company. Prior to joining Moelis & Company in 2011, Mr. Loftus-Hills was the Joint Head of the Asian Industrials Group and Head of Natural Resources at UBS in Hong Kong and held leadership roles in the UBS global mining team in New York and Australia. He spent over 25 years in investment banking advising global mining companies on a range of transactions, including cross-border M&A and capital raises. He is also a Managing Member - Advisor of Sweetwater Royalties LLC, an Orion Resource Partners portfolio company, Chairman of the Monash University US Leadership Council, Co-Chairman of the US Friends of the Australian Chamber Orchestra and Vice Chairman of the AUS USA Foundation. He holds Law and Science degrees from Monash University in Australia. |
Directors
| | Victoire de Margerie has served as a Director of Ivanhoe Electric since June 30, 2022. Prof. de Margerie is the Executive Chairman/Reference Shareholder of Rondol Industrie SAS, an extrusion technology company, since 2012, a Director of Eurazeo (Euronext Paris) since 2012 and a Director and Chair of the Technology & Growth Committee of Verkor (France - EV Batteries) since 2023. Prof. de Margerie has spent 38 years in the Materials Industry in Canada, France, Germany, the United Kingdom, and the United States, first as an executive and since 2006 as a Board Director. Prof. de Margerie was a Director and Chair of the Innovation & Growth Committee of Arkema SA (Euronext Paris: AKE) from 2012 to 2022, and a Director of Babcock International Group (LSE: BAB) from 2016 to 2021. She was previously a Director of European industrial companies such as Italcementi, Morgan Ceramics, Outokumpu & Norsk Hydro. Prof. de Margerie is also Founder & Vice Chairman of World Materials Forum since 2014, she was elected an Academician at the National Academy of Technologies of France in 2019 and she joined the board of Mines ParisTech in 2021. She graduated from HEC Paris and Sciences Po Paris and holds a PhD in Management Science from Université de Paris 2, Pantheon Assas. |
Directors
| | Priya Patil has served as a Director of Ivanhoe Electric since June 30, 2022 and is the Chair and a member of the Compensation and Nominating Committee and a member of the Audit Committee. Ms. Patil is an experienced corporate director. former senior public company executive, and investment banker. In 2016, she began serving as an independent corporate director of public companies and as a volunteer board member of universities and other economy-focused organizations since 2003. She was Head, Business Development (Diversified Industries) of the TSX from 2014 to 2016. She was Managing Director, Partner, and Founding Partner (Eastern Operations) of PI Financial Corp. and a Managing Director, Partner and Head of Investment Banking of Loewen Ondaatje McCutcheon. Ms. Patil was the global general corporate counsel of Breakwater Global Resources Ltd, a Canadian and U.S. listed mining company. She started her career as an attorney with Brobeck, Phleger & Harrison LLP in Palo Alto, California. Ms. Patil was a Director of Rambler Metals & Mining PLC (AIM of LSE: RMM), Chair of its Compensation, Governance and Nominations Committee and a member of its Audit and Safety, Health, Environment and Community committees. She also served on the board of Signature Resources Inc. (TSX-V: SIG). From 2016 to 2019, she was an Independent Corporate Director of Alexandria Minerals Corporation, Chair of its Audit Committee and a member of the Management & Special Committee. Ms. Patil holds a J.D. from the University of Ottawa and a B.Sc. (Statistics and Computer Sciences), University of Bombay. Ms. Patil has completed the Directors Education Program at the Rotman School of Management (University of Toronto) and the Innovation Governance Program of the Council of Canadian Innovators. She is a member of the State Bar of California, the Ontario Bar (Law Society of Ontario) and Charter of the Institute of Corporate Directors (ICD.D). |
Directors
| | Ronald Vance has served as a Director since June 2023 and is a member of the Audit Committee. Mr. Vance is a corporate director and retired senior executive with a distinguished track record in corporate development, corporate finance advisory and marketing management. He has over 40 years of experience in mining and corporate development. Mr. Vance retired from Teck Resources Limited where he served as Senior Vice President, Corporate Development from 2006 to 2014. Prior to joining Teck Resources, Mr. Vance worked as a Managing Director of Rothschild (Denver) Inc. from 1991 to 2000 and as Managing Director/Senior Advisor of Rothschild Inc. from 2000 to 2005. Mr. Vance is currently an Independent Director of Royal Gold Inc. (NASDAQ: RGLD) and serves as a member of its Audit and Finance Committee. Mr. Vance served as Chairman of the Board of Southern Peaks Mining, L.P. in 2018. |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
2023 Non-Employee Directors Compensation Table
2023 Non-Employee Directors Compensation Table
2023 Non-Employee Directors Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(8) | All Other Compensation ($) | Total ($) | | Russell Ball(2) | 50,000 | 100,236 | — | 150,236 | | Sofia Bianchi(3) | 14,834 | 49,152 | — | 63,986 | | Victoire de Margerie(2) | 30,000 | 100,236 | — | 130,236 | | Francis Fannon(4) | 13,068 | 43,561 | — | 56,629 | | Hirofumi Katase(5) | 30,000 | 100,236 | — | 130,236 | | Patrick Loftus-Hills(6) | 27,749 | 79,648 | — | 107,397 | | Priya Patil(2) | 45,000 | 100,236 | — | 145,236 | | Ronald Vance(7) | 19,724 | 56,852 | — | 76,576 |
2023 Non-Employee Directors Compensation Table
| (1) Mr. Friedland and Mr. Melvin’s compensation is shown below under “Executive Compensation”. They are not paid for acting as directors, but only in their capacity as executive officers. |
2023 Non-Employee Directors Compensation Table
| (2) Appointed as a director on June 27, 2022. |
2023 Non-Employee Directors Compensation Table
| (3) Appointed as a director on July 6, 2023. |
2023 Non-Employee Directors Compensation Table
| (4) Appointed as a director on January 30, 2022. Mr. Fannon ceased to be a director on June 8, 2023. |
2023 Non-Employee Directors Compensation Table
| (5) Appointed as a director on January 30, 2022. |
2023 Non-Employee Directors Compensation Table
| (6) Appointed as a director on March 17, 2023. |
2023 Non-Employee Directors Compensation Table
| (7) Appointed as a director on June 8, 2023. |
2023 Non-Employee Directors Compensation Table
| (8) Represents the grant date fair value of deferred share units granted to the directors determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). Each non-employee director had the following number of DSU’s outstanding at the end of fiscal year 2023: Ball 10,605; Bianchi 3,051; de Margerie 10,605; Fannon 3,224; Katase 10,605; Loftus-Hills 4,994; Patil 10,605; and Vance 3,529. |
Summary Compensation Table
Summary Compensation Table The table below summarizes the total compensation earned by each NEO and the principal financial officer in the fiscal year ended December 31, 2023.
2023 Summary Compensation Table
2023 Summary Compensation Table
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Non-Equity Incentive Plan ($) | Stock Awards ($)(5) | Option Awards ($)(6) | All Other Compensation ($) | Total ($) | | Taylor Melvin(2) President and Chief Executive Officer | 2023 | $500,125 | $465,000 | $— | $— | $— | $6,879 | $972,004 | | | 2022 | $57,051 | $— | $— | $7,485,000 | $2,541,667 | $— | $10,083,718 | | Jordan Neeser(1)(2) Chief Financial Officer | 2023 | $309,279 | $277,540 | $— | $— | $— | $— | $586,818 | | | 2022 | $26,305 | $— | $— | $— | $2,541,667 | $— | $2,567,972 | | Quentin Markin(3) Executive Vice President, Business Development and Strategy | 2023 | $400,000 | $377,600 | $— | $9,112,500 | $— | $— | $9,890,100 | | | 2022 | $— | $— | $— | $— | $— | $— | $— | | Cassandra Joseph(4) General Counsel and Corporate Secretary | 2023 | $275,000 | $102,338 | $— | $— | $3,611,667 | $29,875 | $4,170,199 | | | 2022 | $— | $— | $— | $— | $— | $— | $— |
2023 Summary Compensation Table
| (1) All Canadian $ amounts have been translated at average Bank of Canada exchange rate for 2023 of 1.3497. |
2023 Summary Compensation Table
| (2) Taylor Melvin and Jordan Neeser were appointed on November 21, 2022. Mr. Melvin’s other compensation relates to a 401(k) payment. |
2023 Summary Compensation Table
| (3) Quentin Markin was appointed on January 1, 2023. |
2023 Summary Compensation Table
| (4) Cassandra Joseph was appointed on February 1, 2023. Other compensation relates to a 401(k) payment and relocation costs. |
2023 Summary Compensation Table
| (5) Represents the grant date fair value of restricted stock units granted to the officer determined in accordance with FASB ASC 718. See note 12(b) to the December 31, 2023 Audited Financial Statements. |
2023 Summary Compensation Table
| (6) Represents the grant date fair value of stock options granted to the officer determined in accordance with FASB ASC 718. See note 12(b) to the December 31, 2023 Audited Financial Statements. |
2023 Fiscal Year-End Outstanding Equity Awards
2023 Fiscal Year-End Outstanding Equity Awards The table below provides information on the equity awards held by the following officers as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | | | Option Awards | | | Stock Awards | | | Entity | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | | Ivanhoe Electric Awards(1): | | | | | | | | | | | Taylor Melvin | 21-Nov-22 | 166,666 | 333,334 | $11.75 | 21-Nov-29 | — | $— | | | | 21-Nov-22 | — | — | — | — | 500,000(2) | $5,040,000(4) | | | Jordan Neeser | 21-Nov-22 | 166,666 | 333,334 | $11.75 | 21-Nov-29 | — | $— | | | Quentin Markin | 1-Jan-23 | — | — | — | — | 750,000(3) | $7,560,000(4) | | | Cassandra Joseph | 1-Feb-23 | — | 500,000 | $13.23 | 1-Feb-30 | — | $— |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) The stock options become exercisable in 1/3 annual increments commencing on each of the first three anniversaries of the date of grant and have a term of 7 years. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) Represents time-vested RSU which will vest and be paid out in shares of our common stock as follows: 250,000 on November 21, 2024, and 250,000 on November 21, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Represents time-vested RSU which will vest and be paid out in shares of our common stock as follows: 150,000 on January 1, 2024, 150,000 on January 1, 2025, 150,000 on January 1, 2026, 150,000 on January 1, 2027, and 150,000 on January 1, 2028. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) The market value of the unvested Ivanhoe Electric RSUs is based on the $10.08 closing market price per share of our common stock on December 29, 2023. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Below we describe the payments and benefits to which each of the following officers will be entitled to under his or her employment agreement if his or her employment is terminated without cause both before and after a change in control.
2023 Potential Payments on Termination
2023 Potential Payments on Termination The following table describes the estimated potential payments upon termination or change of control of the Company for the following officers. The amounts shown assume that the termination or change of control occurred on December 31, 2023. The actual amounts to be paid can only be determined at the time of such an officer’s separation from the Company.
2023 Potential Payments on Termination
| | Termination without Cause(1)(2) | Termination Following a Change in Control(3) | Death or Disability of Employee(4)(7) | | Taylor Melvin | | | | | Lump Sum Payment: Base Salary | $750,000 | $750,000 | $— | | Lump Sum Payment: Bonus | $750,000 | $750,000 | $— | | Restricted Stock Units (Unvested and Accelerated)(5) | $2,274,996 | $5,040,000 | $5,040,000 | | Stock Option Awards (Unvested and Accelerated)(6) | $— | $— | $— | | Total | $3,774,996 | $6,540,000 | $5,040,000 | | Jordan Neeser | | | | | Lump Sum Payment: Base Salary | $450,000 | $450,000 | $— | | Lump Sum Payment: Bonus | $450,000 | $450,000 | $— | | Stock Option Awards (Unvested and Accelerated)(6) | $— | $— | $— | | Total | $900,000 | $900,000 | $— | | Quentin Markin | | | | | Lump Sum Payment: Base Salary | $600,000 | $600,000 | $— | | Lump Sum Payment: Bonus | $600,000 | $600,000 | $— | | Restricted Stock Units (Unvested and Accelerated)(5) | $3,452,400 | $7,560,000 | $7,560,000 | | Total | $4,652,400 | $8,760,000 | $7,560,000 | | Cassandra Joseph | | | | | Lump Sum Payment: Base Salary | $450,000 | $450,000 | $— | | Lump Sum Payment: Bonus | $450,000 | $450,000 | $— | | Stock Option Awards (Unvested and Accelerated)(6) | $— | $— | $— | | Total | $900,000 | $900,000 | $— |
2023 Potential Payments on Termination
| (1) On a termination without cause unvested options shall vest based on the sum of: (1) a pro rata portion of the unvested options relating to the one-third of the shares subject to the option award that would have otherwise vested on the first anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 12 months, plus (2) a pro rata portion of the unvested options relating to the one-third of the shares subject to the option award that would have otherwise vested on the second anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 24 months, plus (3) a pro rata portion of the unvested options relating to the one-third of the shares subject to the option award that would have otherwise vested on the third anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 36 months. |
2023 Potential Payments on Termination
| (2) On a termination of employment without Cause prior to the first anniversary of the vesting commencement date, a pro rata portion of the unvested RSUs shall vest based on the sum of: (1) a pro rata portion of the unvested RSUs relating to the one-third of the shares subject to the RSU award that would have otherwise vested on the first anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the Grant Date, divided by 12 months, plus (2) a pro rata portion of the unvested RSUs relating to the one-third of the shares subject to the RSU award that would have otherwise vested on the second anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 24 months, plus (3) a pro rata portion of the unvested RSUs relating to the one-third of the shares subject to the RSU award that would have otherwise vested on the third anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 36 months. |
2023 Potential Payments on Termination
| (3) On a termination of employment following a change of control, 100% of the shares subject to the option or RSU shall immediately vest as of the date of termination to the extent they are not already fully vested. |
2023 Potential Payments on Termination
| (4) On a termination of employment due to death or disability, 100% of the shares subject to the option or RSU shall immediately vest as of the date of termination to the extent they are not already fully vested. |
2023 Potential Payments on Termination
| (5) The values of the accelerated RSUs were determined by multiplying (a) the December 29, 2023 closing price of our common stock, by (b) the number of unvested and accelerated RSUs under each scenario. |
2023 Potential Payments on Termination
| (6) The values of the accelerated options were determined by multiplying (a) the difference between the December 29, 2023 closing price of our common stock of $10.03 and the applicable exercise price of each option, by (b) the number of unvested and accelerated options under each scenario. |
2023 Potential Payments on Termination
| (7) On a termination of employment due to death or disability, a Short Term Bonus is owed on a pro rata basis that considers the degree of achievement and/or satisfaction of performance criteria and targets prior to separation from service and the number of months worked divided by the total number of months in the reporting year, except that no Short Term Bonus will be earned if the executive’s employment is terminated for Cause or by reason of voluntary termination The table excludes any such amounts. |
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the two years in the period ended December 31, 2023. In accordance with the applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table for each applicable year to determine the “actual” compensation paid to our principal executive officers (“PEOs”) and the average “actual” compensation paid to our non-PEO NEOs. The following table summarizes compensation values reported in the Summary Compensation Table for our PEOs and the average for our non-PEO NEOs, as compared to Compensation Actually Paid (“CAP”) and the Company’s financial performance for the years ended December 31, 2023 and 2022:
Pay Versus Performance
| Year | Summary Compensation Table Total for Current PEO(1) | Summary Compensation Table Total for Former PEO(2) | Compensation Actually Paid to Current PEO(3) | Compensation Actually Paid to Former PEO(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | Net Income (Loss)(6) | | 2023 | $972,004 | $— | ($1,090,497) | $— | $7,030,149 | $5,371,400 | $111.88 | ($216,075,000) | | 2022 | $10,083,718 | $3,103,476 | $12,566,218 | $9,302,368 | $2,181,633 | $2,862,386 | $134.85 | ($160,221,000) |
Pay Versus Performance
| (1) The dollar amounts reported for the current PEO are the amounts reported for our CEO, Mr. Melvin (the Company’s President and Chief Executive Officer since November 21, 2022), for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (2) The dollar amounts reported for the former PEO are the amounts reported for our former CEO, Mr. Friedland (the Company’s Executive Chairman) for each corresponding year in the “Total” column of the Summary Compensation Table of the Proxy Statement dated April 28, 2023. |
Pay Versus Performance
| (3) Deductions from, and additions to, total compensation in the Summary Compensation Table (SCT) by year to calculate Compensation Actually Paid (“CAP”) include: |
Pay Versus Performance
| | | CEO | | Former CEO | Average Non-PEO NEOs | | | | | 2023 | 2022 | 2022 | 2023 | 2022 | | Summary Compensation Total | | $972,004 | $10,083,718 | $3,103,476 | $7,030,149 | $2,181,632 | | Adjustments for Equity Awards | | | | | | | | Deduct: | Grant date values in SCT | — | (10,026,668) | (3,103,477) | (6,362,084) | (2,036,581) | | Add: | Year-end fair value of unvested awards granted in the current year | — | 12,509,168 | 3,962,783 | 4,703,334 | 2,717,334 | | Add: | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (1,961,668) | — | 3,989,797 | — | — | | Add: | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years and vested at prior year end or during current year | (100,832) | — | 1,349,788 | — | — | | Total Adjustments for Equity Awards | | (2,062,500) | 2,482,500 | 6,198,891 | (1,658,749) | 680,753 | | CAP | | ($1,090,497) | $12,566,218 | $9,302,368 | $5,371,400 | $2,862,386 |
Pay Versus Performance
| (4) The dollar amounts reported for the non- PEO Named Executive Officers for 2023 are the average of the amounts reported for the other NEOs, Quentin Markin and Cassandra Joseph, for the corresponding year in the “Total” column of the Summary Compensation Table for 2023, and the amounts reported for 2022 are the amounts reported for the other NEOs, Jordan Neeser and Glen Kunz, in the “Total” column of the Summary Compensation Table of the Proxy Statement dated April 28, 2023. |
Pay Versus Performance
| (5) Total Shareholder Return assumes the investment of $100 in our common stock beginning on June 30, 2022, which is when our common stock began trading. |
Pay Versus Performance
| (6) The Company’s net loss is reflected in the Company’s audited financial statements. |
Relationship Between Compensation Actually Paid and Total Shareholder Return
Relationship Between Compensation Actually Paid and Total Shareholder Return The following chart illustrates the relationship between Compensation Actually Paid (“CAP”) to our Current PEO, Former PEO and non-PEO NEOs (averaged), and our Company’s TSR over the reporting period.
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income The following chart illustrates the relationship between Compensation Actually Paid (“CAP”) to our Current PEO, Former PEO and non-PEO NEOs (averaged), and our Net Income (Loss) over the reporting period.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, nine directors will be elected by the stockholders to serve on our Board of Directors until the next annual meeting of stockholders, or until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal. Properly submitted proxies will be voted “FOR” the election as director of the persons named below unless the proxy contains instructions to the contrary. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. Management has no reason to believe that any of the nominees are unable or unwilling to serve, if elected. However, in the event that he or she should become unable or unwilling to serve as a director, the proxy will be voted for the election of such person as shall be designated by the Board of Directors.