DEF 14A of Aeluma, Inc., Nov 21, 2023

DEF 14A of Aeluma, Inc.

Filed Nov 21, 2023 · FY20230001213900-23-089300

Open on EDGAR

  1. PROPOSALS PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS

    PROPOSALS PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS The Board of Directors currently consists of four members. Only the terms of the Class II directors expire at this shareholder meeting and therefore only the Class II directors need to be elected at the 2023 Annual Meeting. Class I and Class III directors will remain on the board until their respective term expires. As per our amended and restated bylaws, our board of directors is divided into three classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose terms are then expiring, to serve from the time of election and qualification until the third annual meeting following their election or until their earlier death, resignation or removal. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. On November 15, 2021, we accepted the resignation of Mr. McCarthy as one of our directors, which was effective December 1, 2021; Mr. McCarthy informed us that he wanted to resign from his position as a member of the Board of Directors to permit the appointment of an independent director to our three-person Board and not as a result from any disagreement regarding any matter related to the Company’s operations, policies or practices. On November 15, 2021, the Board also approved the appointment of Ms. Palvi Mehta to fill the vacancy created by Mr. McCarthy’s resignation for the remainder of his term, and her independent director agreement, which sets her compensation and establishes other terms and conditions governing her service on the Board. Ms. Mehta has served as an independent director since December 1, 2021. On December 1, 2021, we also appointed Mr. John Paglia to the Board of Directors. Ms. Mehta, the Company’s only Class II director, is not standing for re-election. The Board nominates Craig Ensley to be a Class II director. If elected, Mr. Ensley will serve until the 2026 annual meeting or until his earlier death, resignation or removal. The Class II director nominee up for election at this meeting is:

  2. PROPOSALS PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS

    | Name | Age | Positions | Director Class, if applicable | Expiration of Term | | Craig Ensley | 73 | Director | Class II | 2026 Annual Meeting |

  3. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer during the years ended June 30, 2023 and 2022 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Chief Operations Officer (COO):

  4. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Jonathan Klamkin | 2023(1) | $215,000 | — | — | $259,660(2) | — | — | — | 474,600 | | CEO, CFO and Director | 2022(1) | $230,000 | — | — | — | — | — | — | 230,000 | | Lee McCarthy, | 2023(4) | $77,292 | — | — | — | — | — | — | 77,292 | | Interim CFO, COO, Director(3) | 2022 | $200,000 | — | — | — | — | — | — | 200,000 |

  5. Summary Compensation Table

    ____________ (1) The Board of Directors approved an annual base compensation of $230,000 for Mr. Klamkin effective July 1, 2021. On October 14, 2022, the Board of Directors approved the adjustment of Mr. Klamkin’s compensation to $10,000.00 per month for the period from October 1, 2022 to December 31, 2022, and then back to $19,166.67 per month ($230,000 per year) as of January 1, 2023. On November 30, 2022, the Board of Directors approved an increase in Mr. Klamkin’s annual salary to $255,000 and also approved issuing him 100,000 options with a 4-year vesting schedule, with an exercise price of $2.10 per share, subject to continued service as of each such vesting date. (2) The dollar amounts in this column reflect the grant date fair value of stock option awards granted during the year ended June 30, 2023. These amounts have been calculated in accordance with FASB Accounting Standards Codification Topic 718. (3) Mr. McCarthy served as interim Chief Financial Officer and Chief Operating Officer from the merger between Biond Photonics, Inc., a privately held California corporation and our wholly owned subsidiary, Aeluma Operating Co., a corporation formed in the State of Delaware on June 22, 2021 (the “Merger”) until November 2022; he also served as a director from the Merger until November 2021. (4) Mr. McCarthy received five (5) months of his annual salary in the fiscal year ending June 30, 2023.

  6. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding certain outstanding shares held by each of our named executive officers as of June 30, 2023. These shares were converted into shares of our common stock in connection with the Merger, and the table below reflects all outstanding shares as of June 30, 2023 as if they had been granted by us.

  7. Outstanding Equity Awards at June 30, 2023

    Outstanding Equity Awards at June 30, 2023

  8. Outstanding Equity Awards at June 30, 2023

    | Stock Options | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexcersisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Prices ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Share or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Usernamed Shares, Units or Other Rights That Have Not Been Issued (#) | Equity Incentive Plan Awards: Markey or Payout Value of Unearned Shares, Units or Other Rights That Have Not Been Issued ($) | | Jonathan Klamkin | 12,500(1) | 87,500(1) | — | 2.10 | 11/30/2032 | 433,045 | $1,255,831(2) | — | — | | Lee McCarthy | — | — | — | — | — | — | — | — | — |

  9. Outstanding Equity Awards at June 30, 2023

    (1) On November 30, 2022, we granted to Mr. Klamkin a stock option to purchase 100,000 shares of our common stock. The shares will vest in equal quarterly installments over the following four years, subject to continued service as of each such vesting date (2) These shares were purchased pursuant to Founder’s Restricted Stock Purchase Agreement between Mr. Klamkin and the Company on October 27, 2020. Mr. Klamkin purchased a total of 1,623,920 shares (represented 1,250,000 shares of Biond prior to the Merger) pursuant to the agreement. Pursuant to the agreement, 20% of the shares vested on the date the agreement was signed and starting on November 30, 2020 and for every month thereafter until employment termination, 1/48th of the remaining shares shall vest on the last day of each succeeding calendar month. The agreement also provides that if there is a change of control, like the Merger, and if Mr. Klamkin is terminated, other than for cause, during the period starting 90 days before the Merger and for a year thereafter, all unvested shares shall vest at the date of termination. Accordingly, as of June 30, 2023, 1,190,875 shares have vested. The market value of the unvested shares was based on $2.90 per share, which was the closing price of our common stock on June 30, 2023.

  10. Compensation Paid to Directors

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1)(2)(3) | All Other Compensation ($) | Total ($) | | Steven P. DenBaars | — | — | — | — | — | | Palvi Mehta | — | — | 35,890 | — | 35,890 | | John Paglia | — | — | 38,785 | — | 38,785 |

  11. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS II DIRECTOR NOMINEE

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS II DIRECTOR NOMINEE PROPOSAL NO. 2 APPROVAL, RATIFICATION AND CONFIRMATION OF RE-APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THEIR REMUNERATION The Audit Committee of the Board (the “Audit Committee”), which is composed entirely of independent directors, has selected Rose, Snyder & Jacobs LLP, independent registered public accounting firm, to audit our financial statements for the fiscal year ending June 30, 2023 and June 30, 2024. Ratification of the selection of Rose, Snyder & Jacobs LLP by shareholders is not required by law. However, as a matter of good corporate practice, such selection is being submitted to the shareholders for ratification at the 2023 Annual Meeting. If the shareholders do not ratify the selection, the Board and the Audit Committee will reconsider whether or not to Rose, Snyder & Jacobs LLP, but may, in their discretion, retain Rose, Snyder & Jacobs LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders. A Representative from Rose, Snyder & Jacobs LLP will be in attendance at the 2023 Annual Meeting via teleconference to respond to any appropriate questions and will have the opportunity to make a statement, if they so desire.

  12. Departure and Appointment of Directors and Officers

    Departure and Appointment of Directors and Officers Our board of directors is authorized to have five members. As of the effectiveness of the Merger, Mr. Ian Jacobs and Mr. Mark Tompkins resigned from our board of directors, and Mr. Jonathan Klamkin, Mr. Lee McCarthy and Mr. Steven DenBaars were appointed to our board of directors. Mr. DenBaars is a Class I director. Also, as of the effectiveness of the Merger, Mr. Jacobs resigned from all officer positions with us, and Jonathan Klamkin was appointed as our President and Chief Executive Officer, Lee McCarthy was appointed as our interim Chief Financial Officer and Chief Operating Officer. Mr. McCarthy resigned from his position as interim Chief Financial Officer on August 18, 2021 and from his directorship on December 1, 2021. To fill Mr. McCarthy’s vacancy on the board, we appointed Ms. Palvi Mehta. Ms. Mehta is a Class II director. On December 1, 2021, we also appointed Mr. John Paglia to the board of directors; Mr. Paglia is a Class I director. On November 8, 2022, Lee McCarthy provided notice of his resignation as our Chief Operating Officer effective November 17, 2022. Mr. McCarthy’s decision to resign was not the result of any disagreements with us on any matter related to the operations, policies, or practices of us.

  13. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer during the years ended June 30, 2023 and 2022 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Chief Operations Officer (COO):

  14. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Jonathan Klamkin | 2023(1) | $215,000 | — | — | $259,660(2) | — | — | — | 474,600 | | CEO, CFO and Director | 2022(1) | $230,000 | — | — | — | — | — | — | 230,000 | | Lee McCarthy, | 2023(4) | $77,292 | — | — | — | — | — | — | 77,292 | | Interim CFO, COO, Director(3) | 2022 | $200,000 | — | — | — | — | — | — | 200,000 |

  15. Summary Compensation Table

    ____________ (1) The Board of Directors approved an annual base compensation of $230,000 for Mr. Klamkin effective July 1, 2021. On October 14, 2022, the Board of Directors approved the adjustment of Mr. Klamkin’s compensation to $10,000.00 per month for the period from October 1, 2022 to December 31, 2022, and then back to $19,166.67 per month ($230,000 per year) as of January 1, 2023. On November 30, 2022, the Board of Directors approved an increase in Mr. Klamkin’s annual salary to $255,000 and also approved issuing him 100,000 options with a 4-year vesting schedule, with an exercise price of $2.10 per share, subject to continued service as of each such vesting date (2) The dollar amounts in this column reflect the grant date fair value of stock option awards granted during the year ended June 30, 2023. These amounts have been calculated in accordance with FASB Accounting Standards Codification Topic 718. (3) Mr. McCarthy served as interim Chief Financial Officer and Chief Operating Officer from the Merger until November 2022; he also served as a director from the Merger until November 2021. (4) Mr. McCarthy received five (5) months of his annual salary in the fiscal year ending June 30, 2023.

  16. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding certain outstanding shares held by each of our named executive officers as of June 30, 2023. These shares were converted into shares of our common stock in connection with the Merger, and the table below reflects all outstanding shares as of June 30, 2023 as if they had been granted by us. None of our named executive officers held any outstanding options, restricted stock unit or other equity awards as of that date.

  17. Outstanding Equity Awards at June 30, 2023

    Outstanding Equity Awards at June 30, 2023

  18. Outstanding Equity Awards at June 30, 2023

    | Stock Options | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexcersisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Prices ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Share or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Usernamed Shares, Units or Other Rights That Have Not Been Issued (#) | Equity Incentive Plan Awards: Markey or Payout Value of Unearned Shares, Units or Other Rights That Have Not Been Issued ($) | | Jonathan Klamkin | 12,500(1) | 87,500(1) | — | 2.10 | 11/30/2032 | 433,045 | $1,255,831(2) | — | — | | Lee McCarthy | — | — | — | — | — | — | — | — | — |

  19. Outstanding Equity Awards at June 30, 2023

    (1) On November 30, 2022, we granted to Mr. Klamkin a stock option to purchase 100,000 shares of our common stock. The shares will vest in equal quarterly installments over the following four years, subject to continued service as of each such vesting date (2) These shares were purchased pursuant to Founder’s Restricted Stock Purchase Agreement between Mr. Klamkin and the Company on October 27, 2020. Mr. Klamkin purchased a total of 1,623,920 shares (represented 1,250,000 shares of Biond prior to the Merger) pursuant to the agreement. Pursuant to the agreement, 20% of the shares vested on the date the agreement was signed and starting on November 30, 2020 and for every month thereafter until employment termination, 1/48th of the remaining shares shall vest on the last day of each succeeding calendar month. The agreement also provides that if there is a change of control, like the Merger, and if Mr. Klamkin is terminated, other than for cause, during the period starting 90 days before the Merger and for a year thereafter, all unvested shares shall vest at the date of termination. Accordingly, as of June 30, 2023, 1,190,875 shares have vested. The market value of the unvested shares was based on $2.90 per share, which was the closing price of our common stock on June 30, 2023.

  20. Compensation Paid to Directors

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1)(2)(3) | All Other Compensation ($) | Total ($) | | Steven P. DenBaars | — | — | — | — | — | | Palvi Mehta | — | — | 35,890 | — | 35,890 | | John Paglia | — | — | 38,785 | — | 38,785 |