DEF 14A of Aeluma, Inc., Dec 9, 2024

DEF 14A of Aeluma, Inc.

Filed Dec 9, 2024 · FY20240001213900-24-106744

Open on EDGAR

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

    PROPOSALS PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS The Board of Directors currently consists of four members. Only the terms of the Class III directors expire at this shareholder meeting and therefore only the Class III directors need to be elected at the 2024 Annual Meeting. Class I and Class II 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. The Class III director nominee up for election at this meeting is:

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

    | Name | Age | Positions | Director Class, if applicable | Expiration of Term | | Jonathan Klamkin | 44 | Chief Executive Officer & Chief Financial Officer & President & Chairman | Class III | 2027 Annual Meeting |

  3. PROPOSALS PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS

    Jonathan Klamkin serves as President and Chief Executive Officer and is one of our directors. Mr. Klamkin has been the CEO and Director of Biond Photonics (now Aeluma) since February 28, 2019. He is a Professor of Electrical and Computer Engineering at the University of California, Santa Barbara (2015-present), where his group conducts pioneering research in integrated photonics and optoelectronics for communications and sensing applications. Mr. Klamkin was with BinOptics Corp. (2001-2002), a laser diode manufacturer that was acquired by Macom in 2015. Jonathan is the recipient of numerous awards including the NASA Young Faculty Award, the DARPA Young Faculty Award, and the DARPA Director’s Fellowship. He has published more than 200 papers, holds several patents, and has given more than 100 invited presentations to industry, government, and the academic community. Mr. Klamkin holds a Bachelor of Science in Electrical and Computer Engineering from Cornell University and a Master of Science in Electrical and Computer Engineering and a Ph.D. in Materials from the University of California, Santa Barbara. Our other directors are as follows, and will serve until the expiration of his/her term noted below:

  4. PROPOSALS PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS

    | Name | Age | Positions | Director Class, if applicable | Expiration of Term | | Craig Ensley | 73 | Director | Class II | 2026 Annual Shareholder Meeting | | Steven P. Denbaars | 61 | Director | Class I | 2025 Annual Shareholder Meeting | | John Paglia | 55 | Director | Class I | 2025 Annual Shareholder Meeting |

  5. 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, 2024, and 2023 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Chief Operations Officer (COO):

  6. 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 | 2024 | $255,000(1) | — | — | — | — | — | — | 255,000 | | CEO, CFO and Director | 2023 | $215,000(1) | — | — | 259,660(2) | — | — | — | 474,660 | | Lee McCarthy, | 2024 | — | — | — | — | — | — | — | — | | Previous Interim CFO, COO, Director(3) | 2023 | 77,292 | — | — | — | — | — | — | 77,292 |

  7. 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. However, he received five (5) months of his annual salary in the fiscal year ending June 30, 2023.

  8. 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, 2024. 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, 2024 as if they had been granted by us.

  9. Outstanding Equity Awards at June 30, 2024

    Outstanding Equity Awards at June 30, 2024

  10. Outstanding Equity Awards at June 30, 2024

    | 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 | 37,500(1) | 62,500(1) | — | 2.10 | 11/30/2032 | 108,261 | $388,657(2) | — | — |

  11. Outstanding Equity Awards at June 30, 2024

    ____________ (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, 2024, 1,515,659 shares have vested. The market value of the unvested shares was based on $3.59 per share, which was the closing price of our common stock on June 30, 2024.

  12. Compensation Paid to Directors

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Steven P. DenBaars | — | — | 109,020 | — | 109,020 | | Craig Ensley | — | — | 111,066(3) | — | 111,066 | | John Paglia | — | — | 34,170(4) | — | 34,170 |

  13. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS III DIRECTOR NOMINEE

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS III 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, 2025. 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 2024 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 2024 Annual Meeting via teleconference to respond to any appropriate questions and will have the opportunity to make a statement, if they so desire.

  14. Departure and Appointment of Directors and Officers

    Departure and Appointment of Directors and Officers Mrs. Mehta decided not run for re-election in 2023; such decision was not the result of any disagreements with us on any matter related to the operations, policies, or practices of us. The Board nominated Mr. Craig Ensley to fill the vacancy on the Board; on December 14, 2023, the shareholders voted to elect Mr. Ensley to the board.

  15. 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, 2024 and 2023 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Chief Operations Officer (COO):

  16. 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 | 2024 | $255,000(1) | — | — | — | — | — | — | 255,000 | | CEO, CFO and Director | 2023 | $215,000(1) | — | — | 259,660(2) | — | — | — | 474,660 | | Lee McCarthy, | 2024 | — | — | — | — | — | — | — | — | | Previous Interim CFO, COO, Director(3) | 2023 | 77,292 | — | — | — | — | — | — | 77,292 |

  17. 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. However, he received five (5) months of his annual salary in the fiscal year ending June 30, 2023.

  18. 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 officer as of June 30, 2024. 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, 2024 as if they had been granted by us.

  19. Outstanding Equity Awards at June 30, 2024

    Outstanding Equity Awards at June 30, 2024

  20. Outstanding Equity Awards at June 30, 2024

    | 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 | 37,500(1) | 62,500(1) | — | 2.10 | 11/30/2032 | 108,261 | $388,657(2) | — | — |

  21. Outstanding Equity Awards at June 30, 2024

    ____________ (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, 2024, 1,515,659 shares have vested. The market value of the unvested shares was based on $3.59 per share, which was the closing price of our common stock on June 30, 2024.

  22. Compensation Paid to Directors

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Steven P. DenBaars | — | — | 109,020 | — | 109,020 | | Craig Ensley | — | — | 111,066(3) | — | 111,066 | | John Paglia | — | — | 34,170(4) | — | 34,170 |