DEF 14A of Upexi, Inc.
Filed May 1, 2024 · FY20230001477932-24-002449
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Upon the recommendation of the Nominating and Governance Committee of the Board of Directors, our Board of Directors has nominated for re-election at the Annual Meeting each of Mr. Allan Marshall, Mr. Andrew Norstrud, Mr. Gene Salkind, Mr. Lawrence Dugan and Mr. Thomas Williams for a new term expiring at the 2025 Annual Meeting of shareholders or until their successors are duly elected and qualified. Each nominee is currently serving as a member of our Board of Directors. In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies voting for their election will be voted for any nominee who shall be designated by the Board of Directors to fill the vacancy. As of the date of this Proxy Statement, we are not aware of any nominee that is unable or will decline to serve as a director if elected.
Required Vote
Required Vote The affirmative vote of shares of our Common Stock and Preferred Stock, voting as a single class, representing a plurality of the votes cast is required to elect each of Mr. Allan Marshall, Mr. Andrew Norstrud, Mr. Gene Salkind, Mr. Lawrence Dugan and Mr. Thomas Williams as directors of the Company.
Recommendation
Recommendation Our Board of Directors unanimously recommends a vote “FOR” the election of each of Mr. Allan Marshall, Mr. Andrew Norstrud, Mr. Gene Salkind, Mr. Lawrence Dugan and Mr. Thomas Williams to our Board of Directors. Properly authorized proxies solicited by Board of Directors will be voted “FOR” the nominees unless instructions to withhold or to the contrary are given.
Directors/Nominees
Directors/Nominees Our Board of Directors currently consists of five members, as set forth in the table below. Our Board of Directors consists of an experienced group of business leaders, with experience in corporate governance, corporate finance, capital markets and technology.
Directors/Nominees
| Name | Position Held with the Company | Age | Date First Elected or Appointed | | Allan Marshall | Chief Executive Officer, Director (Chairman) | 57 | May 2019 | | Andrew J. Norstrud | Chief Financial Officer, Director | 50 | April 2020 | | Gene Salkind | Director | 70 | January 2021 | | Thomas C. Williams | Director | 64 | January 2021 | | Lawrence H. Dugan | Director | 57 | January 2021 |
Business Experience
Business Experience Set forth below is information about the nominees for election as directors. The factual information about each nominee and director has been provided by that person. The particular experience, qualifications, attributes or skills that led our Board of Directors to conclude that each should serve on our Board, in light of our business and structure, were determined by our Board or its Nominating and Governance Committee and are outlined below in each nominee’s bio.
Business Experience
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Business Experience
Allan Marshall, 57, Chief Executive Officer, Director. Mr. Marshall joined the Company as CEO in May of 2019 and was retired prior to joining the Company working as a serial entrepreneur with a focus on development stage companies in hyper growth industries, with the past several years focusing on the technology and cannabis industries. Mr. Marshall is often the driving force behind the organization for its initial growth and funding strategies. Mr. Marshall began his career in the transportation and logistics industry. Mr. Marshall founded Segmentz, Inc. in November of 2000 and served as the Chief Executive Officer, successfully acquiring five distinct logistic companies, raised more than $25,000,000 of capital, creating the infrastructure and business foundation that is now XPO Logistics, Inc. (NYSE: XPO) with revenues in excess of $17 billion. Prior to Segmentz, Mr. Marshall founded U.S. Transportation Services, Inc. (“UST”) in 1995, whose main focus was third party logistics. UST was sold to Professional Transportation Group, Inc. in January 2000 and Professional Transportation Group ceased business in November 2000. Prior to 1995, Mr. Marshall served as Vice President of U.S. Traffic Ltd, a Canadian company, where he founded their United States logistics division and had previously founded a successful driver leasing company in Toronto, Ontario, Canada. Mr. Marshall’s broad industry experience as well as his extensive experience forming, growing and managing public companies qualifies him to serve on our board. Andrew J. Norstrud, 50, Chief Financial Officer, Director. Mr. Norstrud joined Upexi in July of 2019 as a consultant and became the Chief Financial Officer in April of 2020 and a Director as of January 2020. Prior to joining Upexi, Mr. Norstrud worked as a consultant through his own consulting firm. Mr. Norstrud served as the Chief Financial Officer for Gee Group Inc. from March 2013 until June 2018. Mr. Norstrud also served at Gee Group as CEO from March 7, 2014 until April 1, 2015. Mr. Norstrud served as a director of GEE Group Inc. from March 7, 2014 until August 16, 2017. Prior to GEE Group Inc., Mr. Norstrud was a consultant with Norco Accounting and Consulting from October 2011 until March 2013. From October 2005 to October 2011, Mr. Norstrud served as the Chief Financial Officer for Jagged Peak. Prior to his role at Jagged Peak, Mr. Norstrud was the Chief Financial Officer of Segmentz, Inc. (XPO Logistics), and played an instrumental role in the company achieving its strategic goals by pursuing and attaining growth initiatives, building a financial team, completing, and integrating strategic acquisitions and implementing the structure required of public companies. Previously, Mr. Norstrud worked for Grant Thornton LLP and PricewaterhouseCoopers LLP and has extensive experience with young, rapid growth public companies. Mr. Norstrud earned a BA in Business and Accounting from Western State College and a Master of Accounting with a systems emphasis from the University of Florida. Mr. Norstrud is a Florida licensed Certified Public Accountant. Mr. Norstrud’s extensive experience with public companies as the Chief Financial Officer and serving on several public companies’ Board of Directors qualifies him to serve on our board. Gene Salkind, 70, Director. Gene Salkind, M.D. has been a practicing neurosurgeon for more than 35 years outside of Philadelphia, PA. He graduated from the University of Pennsylvania in 1974 with a B.A., Cum Laude, and received his medical degree from the Lewis Katz School of Medicine in 1979. He returned to the University of Pennsylvania for his neurosurgical residency and in 1985 was selected as the Chief Resident in Neurosurgery at the Hospital of the University of Pennsylvania. Since that time, he has been in a University affiliated practice of general neurological surgery. He is currently the Chief of Neurosurgery at Holy Redeemer Hospital and has also been the Chief of Neurosurgery at Albert Einstein Medical Center and Jeanes Hospital in Philadelphia. He has authored numerous peer reviewed journal articles and has given lectures throughout the country on various neurosurgical topics. He has held professorships at the University of Pennsylvania, the Allegheny Health Education and Research Foundation, and currently at the Lewis Katz School of Medicine.
Business Experience
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Business Experience
Dr. Salkind is a prominent investor in the pharmaceutical arena. Past investments include Intuitive Surgical, Pharmacyclics, which grew from less than $1 per share to subsequently being acquired by Abbvie for $250 per share, and Centocor, one of the nation’s largest biotechnology companies, which was acquired by Johnson & Johnson for $4.9 billion in stock. Dr. Salkind currently sits on the boards of Cure Pharmaceuticals, a leader in the biotechnology field through its continual pursuit of redefining traditional drug delivery, and Mobiquity Technologies, Inc., a digital engagement provider. Mobiquity owns and operates a national location-based mobile advertising network. The company’s suite of technologies allows clients to execute personalized and relevant experiences, driving brand awareness and incremental revenue. He was previously a board member of Derm Tech International, a global leader in non-invasive dermatological molecular diagnostics. Dr. Salkind in 2019 joined the Strategic Advisory Board of Bio Symetrics, a company that has built data services tools for automated pre-processing, integrated analytics, and predictive modeling to make machine learning accessible to scientists and providers. Their technology serves health and hospital systems, biopharma, drug discovery and precision medicine. Dr. Salkind is and has been an employee and shareholder of Leonard A. Bruno MD/ Gene Salkind MD for the past five years. Dr. Salkind, a member of our audit committee, currently owns greater than ten percent (10%) of the outstanding voting securities of the Company. Dr. Salkind’s extensive background in medicine, assisting in the growth of public companies and also serving as a board member on several public companies Board of Directors qualifies him to serve on our board. Thomas Williams, 64, has over 40 years of experience in the insurance industry. He has served in multiple roles in both originations and the administration side of operations. Mr. Williams has a specialization in providing securitization mechanisms of illiquid insurance assets. Mr. Williams was with Smith Barney for his training in the capital markets and insurance industries. Mr. Williams is currently an Officer and Director in several Ireland based holding companies with a focus in the insurance industry. He was an acting member of the Risk Committee of Wyndham, a large Bermuda based captive. Additionally, he has formed three insurance operations: JTRM, GIH and Arculius. Their lines of business range from Directors and Officers Liability Coverage, Life Extension Risk and Workers Compensation. He has extensive experience in the Offshore and European Union insurance markets in both developing the structure and implementing corporate governance. Mr. Williams was the intermediary in the sale of Associate Industries of Florida, one of the largest insurance companies in Workers Compensation. He facilitated the sale to Am Trust, a New York publicly traded company in 2009. Mr. Williams has served on the board of directors of two public companies:
Business Experience
| • | GEE Group, an American Stock Exchange Company from 2008 to 2018. At this company, he chaired the nominating committee and was a member of the Corporate Governance Committee and Audit Committee. | | • | Two Rivers Water and Farming from 2019 to 2020. |
Business Experience
Mr. Williams completed a training program at Northwestern’s Kellogg Business School for Corporate Governance in Public Companies in 2013. Mr. Williams’s background in insurance and serving as a board member on several public companies Board of Directors qualifies him to serve on our board. Lawrence H. Dugan, 57, Director. Mr. Dugan is a partner with the accounting firm Dorra & Dugan and has been since 1996. Mr. Dugan graduated from the University of Central Florida in 1989. Mr. Dugan is a Florida licensed Certified Public Accountant. Mr. Dugan’s financial and tax background qualifies him to serve on our board and serve as the audit committee chairman and financial expert on our board.
Business Experience
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SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Allan Marshall, CEO, and Director | 2023 | 840,000 | 341,068 | | | | | 90,000 | 1,271,068 | | | 2022 | 840,000 | 1,096,000 | | 2,977,300 | | | 90,000 | 5,003,300 | | Andrew Norstrud, Chief Financial Officer | 2023 | 250,000 | 150,000 | | | | | 30,000 | 430,000 | | | 2022 | 250,000 | 200,000 | | 476,400 | | | 30,000 | 956,400 | | Anthony Bazan, COO (1) | 2023 | 294,800 | | | | | | | 294,800 |
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
| (1) Anthony Bazan resigned all positions with the Company on June 15, 2023. |
SUMMARY COMPENSATION TABLE
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors. The value of the option awards is based on the intrinsic value at date of grant.
SUMMARY COMPENSATION TABLE
| (3) Represents equity-based compensation expense calculated in accordance with the provisions of Accounting Standards Codification Section 718 – Compensation – Stock Compensation, using the Black-Scholes option pricing model as set forth in Notes to our consolidated financial statements in Item 13. |
Outstanding Equity Awards at Fiscal Year- End Table
Outstanding Equity Awards at Fiscal Year- End Table The following table summarizes equity awards granted to Named Executive Officers and directors that were outstanding as of June 30, 2023:
Outstanding Equity Awards at Fiscal Year- End Table
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options: # Exercisable | Number of Securities Underlying Unexercised Options: # Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unearned and Unexercisable Options: | Option Exercise Price $ | Option Expiration Date | # of Shares or Units of Stock That Have Not Vested # | Market Value of Shares or Units of Stock That Have Not Vested $ | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested # | Equity Incentive Plan Awards: Market of Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested $ | | Allan Marshall, CEO, and Director | 1,197,917 | 52,083 | - | $4.18 | 7/21/2031 | - | - | - | - | | | 833,333 | - | - | $1.53 | 6/1/2029 | - | - | - | - | | Andrew Norstrud, Chief | 191,667 | 8,333 | - | $4.18 | 7/21/2031 | - | - | - | - | | Financial Officer and Director | 166,667 | - | - | $1.53 | 2/1/2031 | - | - | - | - | | | 388,889 | - | - | $1.53 | 6/1/2029 | - | - | - | - | | Anthony Bazan, COO (1) | - | - | - | | | - | - | - | - |
Outstanding Equity Awards at Fiscal Year- End Table
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Outstanding Equity Awards at Fiscal Year- End Table
| (1) Anthony Bazan resigned all positions with the Company on June 15, 2023. |
Pay Versus Performance
Pay Versus Performance The following table shows the relationship between executive compensation actually paid to our principal executive officers (“PEOs”) and our other named executive officers (“NEOs”), excluding the PEOs, and certain financial performance of the Company during the last two fiscal years ended June 30, 2023 and June 30, 2022.
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 (2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4) | Net Loss (Millions) | | 2023 | $1,271,068 | $284,450 | $362,400 | $193,806 | $36.35 | $(16,930,289) | | 2022 | $5,003,300 | $6,555,205 | $478,200 | $309,657 | $67.85 | $(2,100,850) |
Pay Versus Performance
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Pay Versus Performance
| (1) Allan Marshall is our PEO for fiscal years 2023 and 2022 and was appointed Chief Executive Officer on June 26 2019. | | (2) Compensation actually paid reported for the PEOs and the average of the non-PEO NEOs is calculated by adjusting the summary compensation totals in accordance with SEC rules and do not reflect the total compensation actually realized or received. The table below shows the additions and deductions to calculate “compensation actually paid” in each fiscal year as compared to the total compensation reported in the Summary Compensation Table. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. | | (3) The names of each of the NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Allan Marshall, CEO, Andrew Norstrud, CFO and Anthony Bazan, COO; and (ii) for 2022, Allan Marshall, CEO and Andrew Norstrud. The amounts disclosed reflect the adjustments listed in the tables below to the amounts reported in the Summary Compensation Table for Non-PEO NEOs: |
Pay Versus Performance
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Pay Versus Performance
| | 2023 | | 2022 | | | | PEO | Non-PEO NEOs (Average) | PEO | Non-PEO NEOs (Average) | | Reported Summary Compensation Table total | $1,271,068 | $362,400 | $5,003,300 | $478,200 | | Less, value of Stock Awards reported in Summary Compensation Table | - | - | $(2,977,300) | $(238,200) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | - | - | $2,264,602 | $181,168 | | Plus (less) fair value as of vesting date of equity awards that were granted and vested in the Year | - | - | $2,264,602 | $181,168 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | - | - | $- | $(107,829) | | Plus (less), change in fair value from last day of prior year to vesting date of equity awards vested in the year | (986,618) | (168,594) | $- | $(184,850) | | Less, prior year-end fair value for equity awards forfeited in the year | - | - | $- | $- | | Compensation actually paid | $284,450 | $193,806 | $6,555,205 | $309,657 |
Pay Versus Performance
| (4) The cumulative total shareholder return (“TSR”) measures the cumulative value of $100 invested on the last trading day before the earliest fiscal year in the table, or June 30, 2021, including the reinvestment of dividends, through and including the end of the applicable fiscal year for which TSR is calculated, or June 30, 2022, and June 30, 2023. The Company did not pay dividends in the periods presented. Analysis of Information Presented in the Pay Versus Performance Table The charts below provide an illustration of the relationship between compensation actually paid and (i) TSR and (ii) net loss for the periods presented. |
Pay Versus Performance
(i) (ii)
Pay Versus Performance
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Director Compensation
Director Compensation Our directors receive cash compensation of $5,000 per quarterly board meeting and receive $5,000 up to $7,000 per year for being a committee chair. The table below summarizes the compensation we paid to our non-employee directors for the period ending June 30, 2023:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (1) (2) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Lawrence H. Dugan | $32,000 | - | $118,500 | - | - | - | $150,500 | | Gene Salkind | $30,000 | - | $118,500 | - | - | - | $148,500 | | Thomas Williams | $30,000 | - | $118,500 | - | - | - | $148,500 |
Director Compensation
(1) The amounts in this column reflect the aggregate grant date fair values of the stock options granted in fiscal year 2023 to the directors, in each case, calculated in accordance with FASB ASC Topic 718. The actual value that the director will realize for these awards is a function of the value of the underlying shares if and when these awards are exercised and sold. (2) Options outstanding as of June 30, 2023 include Lawrence Dugan, 127,778, Gene Salkind, 127,778, Thomas Williams, 127,778. We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors have received and are expected in the future to receive stock options to purchase shares of our Common Stock as awarded by our Board of Directors.