DEF 14A of Dominari Holdings Inc.
Filed Sep 25, 2024 · FY20230001213900-24-081809
Summary of Compensation
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Anthony Hayes, | 2023 | 500,000 | 500,000 | - | - | - | 1,000,000 | | Chief Executive Officer, Director, | 2022 | 500,000 | 500,000 | 484,888 | - | 208,462 | 1,693,350 | | Principal Accounting Officer and | | | | | | | | | Principal Financial Officer | | | | | | | | | Soo Yu, | 2023 | 106,875 | - | 5,266,666 | 2,916,124 | 16,250 | 8,305,915 | | Special Projects Manager | 2022 | - | - | - | - | - | - | | Kyle Wool | 2023 | 500,000 | - | - | - | 100,360 | 600,360 | | President | 2022 | - | - | - | - | - | - |
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
| | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Anthony Hayes | 2,941 | - | $10.88 | 12/23/2030 | | Soo Yu | - | - | - | - | | Kyle Wool | - | - | - | - |
Outstanding Equity Awards at December 31, 2023
| (1) These options are fully vested. |
Pay versus Performance
Pay versus Performance Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding “compensation actually paid”, as defined in Item 402(v). In accordance with SEC rules, the “compensation actually paid” amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the Summary of Compensation Table as described in the footnotes to the following table. In accordance with the SEC rules for smaller reporting companies, only three years of information is required under Item 402(v) of Regulation S-K.
Pay versus 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 TSR(5) | Net Income (Loss)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | $1,000,000 | $1,000,000 | $4,453,138 | $4,453,138 | $17.44 | $(22,882) | | 2022 | $1,693,350 | $1,693,350 | $406,499 | $406,499 | $22.09 | $(22,107) | | 2021 | $960,000 | $962,663 | $108,333 | $108,333 | $67.21 | $(7,171) |
Pay versus Performance
| (1) For each year shown, the PEO was the Chief Executive Officer, Anthony Hayes. The values reflected in this column reflect the “Total Compensation” paid to Mr. Hayes, the Company’s Principal Executive Officer, as set forth in the Summary of Compensation Table. |
Pay versus Performance
| (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Hayes, 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 Mr. Hayes during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the “compensation actually paid” amounts reported above for Mr. Hayes: |
Pay versus Performance
| Reconciliation of Summary of Compensation Table Total to Compensation Actually Paid for CEO | 2023 | 2022 | 2021 | | Summary of Compensation Table Total | $1,000,000 | $1,693,350 | $960,000 | | Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | | $(484,888) | | | Plus: Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End | | | | | Plus: Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date | | $484,888 | | | Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that were Outstanding and Unvested as of the Applicable Fiscal Year End, Determined Based on the Change in ASC 718 Fair Value from Prior Fiscal year End to the Applicable Fiscal Year End | | | $2,663 | | Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that Vested During the Applicable Fiscal year, Determined based on the Change in ASC 718 Fair Value from the Prior Fiscal Year End to the Vesting Date | | | | | Less: ASC 718 Fair Value of Awards Granted During a Prior Fiscal Year that were Forfeited During the Applicable Fiscal Year, determined as of the Prior Fiscal Year End | | | | | Plus: Dividends or Other Earnings Paid During the Applicable Fiscal year Prior to the Vesting Date | | | | | Plus: Incremental Fair Value of Options/SARs Modified During the Applicable Fiscal Year | | | | | Compensation Actually Paid | $1,000,000 | $1,693,350 | $962,663 |
Pay versus Performance
| (3) For 2021 and 2022, the non-PEO NEOs were Darrell Dotson, Carlos Aldavero and Christopher Devall. For 2023, the non-PEO NEOs were Soo Yu and Kyle Wool. The values reflected in this column reflect the average “Total Compensation” paid to each of the non-PEO NEOs in the applicable year, as set forth in the Summary of Compensation Table for the applicable year. |
Pay versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs, as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to such persons during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid: |
Pay versus Performance
| Reconciliation of Average Summary of Compensation Table Totals for non-PEO NEOs to Average Compensation Actually Paid to non-PEO NEOs | 2023 | 2022 | 2021 | | Average Summary of Compensation Table Total | $4,453,138 | $406,499 | $108,333 | | Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $(5,266,666) | $(193,851) | | | Plus: Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End | | | | | Plus: Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date | $5,266,666 | $193,851 | | | Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that were Outstanding and Unvested as of the Applicable Fiscal Year End, Determined Based on the Change in ASC 718 Fair Value from Prior Fiscal year End to the Applicable Fiscal Year End | | | | | Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that Vested During the Applicable Fiscal year, Determined based on the Change in ASC 718 Fair Value from the Prior Fiscal Year End to the Vesting Date | | | | | Less: ASC 718 Fair Value of Awards Granted During a Prior Fiscal Year that were Forfeited During the Applicable Fiscal Year, determined as of the Prior Fiscal Year End | | | | | Plus: Dividends or Other Earnings Paid During the Applicable Fiscal year Prior to the Vesting Date | | | | | Plus: Incremental Fair Value of Options/SARs Modified During the Applicable Fiscal Year | | | | | Average Compensation Actually Paid | $4,453,138 | $406,499 | $108,333 |
Pay versus Performance
| (5) Cumulative Total Share Return (“TSR”) value listed in each year reflects what the cumulative value of $100 would be if invested on December 31, 2020. TSR is calculated on a cumulative basis by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, if any, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay versus Performance
| (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay versus Performance
Analysis of the Information Presented in the Pay versus Performance Table The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the Pay versus Performance table.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR The following graph illustrates the amount of “compensation actually paid” (“CAP”) to Mr. Hayes and the average amount of CAP to the Company’s Named Executive Officers as a group (excluding Mr. Hayes) relative to the Company’s cumulative TSR over the three years presented in the table.
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss) As demonstrated by the following table, the amount of CAP to Mr. Hayes and the average amount of CAP to the Company’s Named Executive officers as a group (excluding Mr. Hayes) is not aligned with the Company’s net loss over the three years presented in the table. The Company has not used net loss as a performance measure in the overall executive compensation program.
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS Two Class I Directors are to be elected at the meeting to serve until the 2027 annual meeting of stockholders and until their respective successors shall have been elected and have qualified or until their earlier 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 two (2) nominees listed below. Although it is not anticipated 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, unless the Board reduces the number of directors to be elected. Election of a board of directors requires a plurality of the affirmative vote of the Voting Capital present and entitled to vote on the election of directors at the 2024 Annual Meeting at which a quorum is present.
Directors Standing for Election: Nominees for Class I Director
Directors Standing for Election: Nominees for Class I Director The following table sets forth the three Class I nominees for membership on the Board. It also provides certain information about the nominees as of the Record Date.
Directors Standing for Election: Nominees for Class I Director
| Name | Age | Position | Director Class to Serve on | Director Since | | Kyle Haug | 41 | Director | I | 2023 | | Timothy S. Ledwick | 66 | Director | I | 2015 |
Kyle Haug
Kyle Haug Mr. Kyle Haug, a member of the Board of Directors since 2023, currently serves as the Chief Operating Officer, Chief Technology Officer and Chief Marketing Officer for Haug Partners LLP. Haug Partners is an intellectual property law firm with offices in New York, Washington D.C. and West Palm Beach. The firm specializes in protecting innovator portfolios in the life science, automobile and technology sectors. Mr. Haug graduated with a B.S. in Administration of Justice from Penn State University where he was a collegiate swimmer. Mr. Haug served on the Junior Council for the American Museum of Natural History for over a decade and is a current committee member at the Metropolitan Club, Plandome Country Club and Haug Family Foundation. The Board believes Mr. Haug’s extensive experience and skill in aiding the growth of company operations qualifies him to serve as a director of the Company.
Timothy S. Ledwick
Timothy S. Ledwick Mr. Timothy S. Ledwick, who joined as a director in 2015, was most recently the Chief Financial Officer of SYFT, a private equity-backed company that provides software solutions and services to hospitals focused on reducing costs through superior inventory management practices which was successfully sold to GHX in 2022. In addition, since 2012, he has served on the board and Chair of the Audit Committee of Telkonet, Inc. (TKOI) a smart energy management technology company. From 2007 to 2011, Mr. Ledwick provided CFO consulting services to a $150 million services firm and, in addition, from 2007-2008 also acted as special advisor to The Dellacorte Group, a middle market financial advisory firm focused on transactions between $100 million and $1 billion. From 2002 through 2006, Mr. Ledwick was a member of the Board of Directors and Executive Vice President-CFO of Dictaphone Corporation playing a lead role in developing a business plan which revitalized the company, resulting in the successful sale of the firm and delivering seven times return to stockholders. From 2001 to 2002, Mr. Ledwick was brought on as CFO to lead the restructuring efforts of Lernout & Hauspie Speech Products, a Belgium-based Nasdaq listed speech technology company, whose market cap had at one point reached a high of $9 billion. From 1999 through 2001, he was CFO of Cross Media Marketing Corp, an $80 million public company headquartered in New York City, playing a lead role in the firm’s acquisition activity, tax analysis and capital raising. Mr. Ledwick is a member of the Connecticut Society of Certified Public Accountants and received his BBA in Accounting from The George Washington University and his MS in Finance from Fairfield University. The Board believes that Mr. Ledwick’s executive experience and financial expertise qualifies him to serve as a director of the Company.
Directors Not Standing for Election
Directors Not Standing for Election
Directors Not Standing for Election
| | | | Director | | Name | Age | Position | Since | | Anthony Hayes | 56 | Chief Executive Officer and Chairman of the Board | 2013 | | Gregory James Blattner | 47 | Director | 2018 | | Robert Dudley | 69 | Director | 2020 | | Kyle Wool | 47 | President and Director | 2021 | | Soo Yu | 53 | Director | 2022 |
Directors Not Standing for Election
The biographies of our other independent directors are as follows:
Director Compensation
Director Compensation Our non-employee directors received the following annual compensation for service as a member of the Board of Directors for the fiscal year ended December 31, 2023:
Director Compensation
| Annual Retainer | $65,000 | To be paid in cash in four equal quarterly installments. | | Additional Retainer | $5,000 | To be paid to the Chairman of the Board upon election annually. |
Director Compensation
The following table summarizes the compensation paid to non-employee directors during the year ended December 31, 2023.
Director Compensation
| | Fees earned or paid in cash ($) | Stock Awards ($)(1)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Robert J. Vander Zanden (3) | 65,000 | - | - | - | - | - | 65,000 | | Tim Ledwick (4) | 65,000 | - | - | - | - | - | 65,000 | | Gregory Blattner (5) | 65,000 | - | - | - | - | - | 65,000 | | Robert Dudley (6) | 65,000 | - | - | - | - | - | 65,000 | | Kyle Haug (7) | 10,833 | - | - | - | - | - | 10,833 |
Director Compensation
| (1) All stock awards were granted in accordance with ASC Topic 718 - Compensation - Stock Compensation. |
Director Compensation
| (2) As of December 31, 2023, the aggregate number of stock and option awards held by each director was as follows: |
Director Compensation
| ● | Robert J. Vander Zander holds 2,941 option awards; |
Director Compensation
| ● | Tim Ledwick holds 2,941 option awards; |
Director Compensation
| ● | Gregory Blattner holds 2,941 option awards; and |
Director Compensation
| ● | Robert Dudley holds 2,941 option awards. |
Director Compensation
| (3) Mr. Vander Zanden was paid $65,000 in cash compensation for his service as a director in 2023. |
Director Compensation
| (4) Mr. Ledwick was paid $65,000 in cash compensation for his service as a director in 2023. |
Director Compensation
| (5) Mr. Blattner was paid $65,000 in cash compensation for his service as a director in 2023. |
Director Compensation
| (6) Mr. Dudley was paid $65,000 in cash compensation for his service as a director in 2023. |
Director Compensation
| (7) Mr. Haug was paid $10,833 in cash compensation for his service as a director in 2023. |