DEF 14A of American Battery Technology Co
Filed Oct 3, 2023 · FY20230001493152-23-035084
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES UNDER PROPOSAL 1
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES UNDER PROPOSAL 1
Board Composition and Election of Directors
Board Composition and Election of Directors
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth information regarding the compensation awarded to, earned by, or paid to our directors who served on our Board for the year ended June 30, 2023.
Summary Compensation Table – Independent Members of the Board of Directors
Summary Compensation Table – Independent Members of the Board of Directors
Summary Compensation Table – Independent Members of the Board of Directors
| Name and Principal Position | Fiscal Year Ended June 30 | Fees Earned or Paid in Cash ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Elizabeth Lowery | | | | | | | | | | | Director | 2023 | 35,000 | — | 132,942 | — | — | — | — | 167,942 | | Julie Blunden | | | | | | | | | | | Director | 2023 | — | — | 170,188 | — | — | — | — | 170,188 | | D. Richard (Rick) Fezell | | | | | | | | | | | Director | 2023 | — | — | 175,509 | — | — | — | — | 175,509 | | Sherif Marakby | | | | | | | | | | | Director | 2023 | 25,000 | — | 132,942 | — | — | — | — | 157,942 |
Summary Compensation Table – Independent Members of the Board of Directors
Note: Elizabeth Lowery, Julie Blunden, Rick Fezell, and Sherif Marakby were appointed to the Board effective March 1, 2022. Pursuant to the Amended Director Agreements, beginning the quarter commencing October 1, 2023, each Member will be eligible to receive the following annual equity compensation, paid quarterly in arrears on a pro-rated basis: $150,000, divided by the volume weighted average price (the “VWAP”) of the twenty (20) trading days prior to the applicable end of quarter grant date. For equity compensation earned after the vesting of the last annual equity award but prior to September 30, 2023, each Member will receive a one-time equity payment in the amount of $75,000, divided by the VWAP of the twenty (20) trading days prior to September 30, 2023. In the case of a change in control (as that term is defined in the Company’s equity incentive plan or any subsequent plan that replaces that plan), each Member is entitled to the following equity compensation, paid upon the occurrence of the change in control: $75,000, divided by the VWAP of the twenty (20) trading days prior to the change in control.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Fiscal Years Ended June 30 | Salary ($) | Bonus ($) | Stock Award Grant Date Fair Value ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Ryan Melsert | 2022 | 360,000 | — | 1,555,000 | — | — | — | — | 1,915,000 | | Chief Executive Officer, Chief Technology Officer (1) | 2023 | 358,750 | — | 3,020,105 | — | — | — | — | 3,378,855 | | Andres Meza | 2022 | 225,000 | — | — | — | — | — | — | 225,000 | | Chief Operating Officer (2) | 2023 | 247,917 | — | 1,842,427 | — | — | — | — | 2,090,344 | | Jesse Deutsch | 2022 | — | — | — | — | — | — | — | — | | Chief Financial Officer(3) | 2023 | 27,778 | — | 373,300 | — | — | — | — | 401,078 | | Scott Jolcover | 2022 | 225,000 | — | 3,290,000 | — | — | — | 11,000 | 3,526,000 | | Chief Resource Officer(4) | 2023 | 231,875 | — | 1,131,035 | — | — | — | — | 1,362,910 |
Summary Compensation Table
| (1) Ryan Melsert was appointed as the Chief Executive Officer of the Company on August 27, 2021. The compensation disclosed above reflects amounts earned in his roles both as a board member and officer of the Company. Pursuant to his employment agreement as Chief Executive Officer, Chief Technology Officer, and Director, Ryan Melsert is entitled to receive an annual salary of $425,000, which at Mr. Melsert’s election could be reduced to $325,000 per year through December 31, 2022, in exchange for 4,000 restricted stock units (“RSUs”) that shall fully vest on January 1, 2023. In addition, subject to approval by the Board and upon achieving certain performance milestones, Mr. Melsert is eligible to receive bonus compensation of (i) bonus cash set at 75% of his base salary; (ii) $1,000,000 in RSUs divided by the 20-day trailing volume-weighted average price prior to the effective date; and (iii) $3,000,000 worth of warrants with a five-year expiration of a quantity and exercise price as calculated by Black-Scholes. Both the RSUs and warrants will vest over a four-year vesting schedule. The performance-based bonuses will be pro-rated according to the specific weight of each milestone. Additionally, Mr. Melsert may receive additional cash or equity compensation based on annual performance reviews or under the Company’s equity incentive plan. | | (2) Pursuant to his employment agreement as Chief Operating Officer, Andres Meza is entitled to receive an annual salary of $275,000. In addition, subject to approval by the Board and upon achieving certain performance milestones, Mr. Meza is eligible to receive bonus compensation of (i) bonus cash set at 75% of his base salary; (ii) $500,000 in RSUs divided by the 20-day trailing volume-weighted average price prior to the effective date; and (iii) $1,000,000 worth of warrants with a five-year expiration of a quantity and exercise price as calculated by Black-Scholes. Both the RSUs and warrants will vest over a four-year vesting schedule. The performance-based bonuses will be pro-rated according to the specific weight of each milestone. Additionally, Mr. Meza may receive additional cash or equity compensation based on annual performance reviews or under the Company’s equity incentive plan. |
Summary Compensation Table
| (3) On May 19, 2023, Jesse Deutsch was appointed as Chief Financial Officer of the Company. Pursuant to his employment agreement as Chief Financial Officer, Jesse Deutsch is entitled to receive an annual salary of $250,000. In addition, Mr. Deutsch is eligible to receive a one-time signing bonus of 33,334 RSUs, which will vest on the last day of the fiscal quarter following the first-year anniversary of his employment. Mr. Deutsch is eligible to receive bonus compensation, subject to achieving certain performance milestones, of (i) bonus cash set at 75% of his base salary and (ii) 33,334 RSUs with a four-year vesting schedule. The performance-based bonuses will be pro-rated according to the specific weight of each milestone. Additionally, Mr. Deutsch may receive additional cash or equity compensation based on annual performance reviews or under the Company’s equity incentive plan. | | (4) Pursuant to his employment agreement as Chief Resource Officer, Scott Jolcover is entitled to receive an annual salary of $240,000. In addition, subject to approval by the Board, and upon achieving certain performance milestones, Mr. Jolcover is eligible to receive bonus equity compensation of (i) bonus cash set at 75% of his base salary; (ii) $300,000 in RSUs divided by the 20-day trailing volume-weighted average price prior to the effective date; and (iii) $500,000 worth of warrants with a three-year expiration of a quantity and exercise price as calculated by Black-Scholes. Mr. Jolcover’s bonus equity compensation awards will vest 1/12th quarterly beginning on the last quarter following the issuance of the award until fully vested. The performance-based bonuses will be pro-rated according to the specific weight of each milestone. Additionally, Mr. Jolcover may receive additional cash or equity compensation based on annual performance reviews or under the Company’s equity incentive plan. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | | Estimated future payouts under non-equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards | | | | | | | | Name | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/sh) | Grant date fair value of stock and option awards ($) | | Ryan Melsert | RSU | 8/1/2022 | - | - | - | - | - | 4,000 | 4,000 | - | - | $41,970 | | Ryan Melsert | RSU | 10/18/2022 | - | - | - | - | - | 166,667 | 166,667 | - | - | $1,257,500 | | Ryan Melsert | RSU | 10/18/2022 | - | - | - | - | - | 166,667 | 166,667 | - | - | $1,257,500 | | Ryan Melsert | RSU | 6/19/2023 | - | - | - | - | - | 38,597 | 38,597 | - | - | $463,135 | | Ryan Melsert | WARRANTS | 6/19/2023 | - | - | - | - | - | - | - | 130,772 | $10.50 | $1,196,564 | | Jesse Deutsch | RSU | 1/0/1900 | - | - | - | - | - | - | - | - | - | $- | | Andrés Meza | RSU | 10/18/2022 | - | - | - | - | - | 33,334 | 33,334 | - | - | $251,500 | | Andrés Meza | RSU | 10/18/2022 | - | - | - | - | - | 166,667 | 166,667 | - | - | $1,257,500 | | Andrés Meza | RSU | 6/19/2023 | - | - | - | - | - | 27,788 | 27,788 | - | - | $333,427 | | Andrés Meza | WARRANTS | 6/19/2023 | - | - | - | - | - | - | - | 40,859 | $6.60 | $398,375 | | Scott Jolcover | RSU | 10/18/2022 | - | - | - | - | - | 133,334 | 133,334 | - | - | $1,006,000 | | Scott Jolcover | RSU | 6/19/2023 | - | - | - | - | - | 10,421 | 10,421 | - | - | $125,035 | | Scott Jolcover | WARRANTS | 6/19/2023 | - | - | - | - | - | - | - | 12,717 | $6.60 | $123,991 | | | | | | | | | | 747,475 | 747,475 | 184,348 | | $7,712,497 |
Grants of Plan-Based Awards
Note:
Grants of Plan-Based Awards
| (1) The Company does not have non-equity plan-based awards. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | | Stock Awards | | | | | Name and Principal Position | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option Awards ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Ryan Melsert | — | — | — | — | — | — | | — | 270,833 | 3,127,899 | | Chief Executive Officer, Chief Technology Officer (1) | — | — | — | — | — | — | | — | 38,597 | 445,764 | | | 32,693 | 98,079 | — | 6.60 | 1,510,309 | June 19, 2028 | — | — | — | — | | Andres Meza | — | — | — | — | — | — | — | — | 18,750 | 216,547 | | Chief Operating Officer (2) | — | — | — | — | — | — | — | — | 135,417 | 1,563,955 | | | — | — | — | — | — | — | — | — | 27,788 | 320,929 | | | — | 40,859 | — | 6.60 | 471,888 | June 19, 2028 | — | — | — | — | | Jesse Deutsch | | | | | | | | | | | | Chief Financial Officer (3) | — | — | — | — | — | — | — | — | 33,334 | 384,980 | | Scott Jolcover | — | — | — | — | — | — | — | — | 108,333 | 1,251,157 | | Chief Resource Officer (4) | — | — | — | — | — | — | — | — | 10,421 | 120,354 | | | — | 12,717 | — | 6.60 | 146,871 | June 19, 2028 | — | — | — | — |
Outstanding Equity Awards at Fiscal Year End
Note:
Outstanding Equity Awards at Fiscal Year End
| (1) As Chief Executive Officer, Chief Technology Officer, and Director, Ryan Melsert received multiple awards under the 2021 Retention Plan (“Retention Plan”) for his continued service. As of June 30, 2023, Mr. Melsert has 270,833 retention RSUs that vest quarterly, over a four-year period, 38,597 RSUs that vest quarterly over a four-year period and 130,772 share purchase warrants with an exercise price of $10.50 and an expiration date of June 19, 2028. | | (2) As Chief Operating Officer, Andres Meza received multiple awards under the Retention Plan for his initial employment and continued service. As of June 30, 2023, Mr. Meza has 18,750 employment RSUs that vest over a four-year period, 25% upon initial one-year anniversary, 135,417 RSUs outstanding that vest over a four-year period, with quarterly issuances beginning on the grant date, 27,788 RSUs earned pursuant to Mr. Meza’s existing employment agreement that vest over a remaining four-year period, 25% vesting January 2024 and each fiscal quarter thereafter and 40,859 share purchase warrants with an exercise price of $6.60 and an expiration date of June 19, 2028. | | (3) As Chief Financial Officer, Jesse Deutsch received 33,334 RSUs that vest over a one-year period, issuable May 2024. | | (4) As Chief Resource Officer, Scott Jolcover received multiple awards under the Retention Plan for his continued service. As of June 30, 2023, Mr. Jolcover has 108,333 RSUs that vest over a four-year period, 12,717 RSUs outstanding that vest over a remaining four-year period, 25% vesting January 2024, then each subsequent fiscal quarter thereafter and 130,772 share purchase warrants with an exercise price of $6.60 and an expiration date of June 19, 2028. |
Pay Versus Performance Information
Pay Versus Performance Information As required by 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 about the relationship between executive compensation actually paid and certain financial performance measures for the Company for each of the last two completed fiscal years The following provides pay versus performance information pursuant to the scaled disclosure rules applicable to smaller reporting companies. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s calculation methods for this section differ from those required in the SCT. The table below summarizes compensation values both previously reported in the SCT, as well as the adjusted amounts required to be reported in this section for the years ended December 31, 2022 and 2023. Pay versus Performance Table
Pay Versus Performance Information
| Year | SCT Total for PEO(1) | Compensation Actually Paid to PEO(3) | Average SCT Total for non-PEO NEOs(2) | Average CAP for non-PEO NEOs(3) | Value of Initial Fixed $100 Investment based on Total Shareholder Return | Net Income | | 2023 | $3,378,855 | $4,700,745 | $1,358,851 | $1,802,023 | $110 | $(21,338,207) | | 2022 | $1,915,000 | $1,915,000 | $1,371,000 | $735,000 | $35 | $(33,539,962) | | 2021 | $2,295,831 | $2,405,281 | $1,998,559 | $2,124,765 | $2,313 | $(41,760,064) |
Pay Versus Performance Information
(1) Our principal executive officer (“PEO”) for the fiscal years ended June 30, 2022 and 2023 was Mr. Melsert. Our principal executive officer (“PEO”) for the fiscal year ended June 30, 2021 was Mr. Cole. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Melsert and Mr. Cole for each corresponding year in the “Total” column of the SCT. See “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” (2) The non-PEO NEOs for the year ended June 30, 2023 were Mr. Deutsch, Mr. Meza and Mr. Jolcover. The non-PEO NEOs for the year ended June 30, 2022 were Ms. Eckert (former CFO), Mr. Meza and Mr. Jolcover. The non-PEO NEOs for the year ended June 30, 2021 were Mr. Melsert (CTO at the time) and Mr. Corsaut (former CFO). The dollar amounts reported in this column are the amounts of total compensation reported for our non-PEO NEOs for each corresponding year in the “Total” column of the SCT. See “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” (3) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEO and our non-PEO NEOs, respectively, 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 our PEO and our non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: PEO SCT Total Compensation to CAP Reconciliation
Pay Versus Performance Information
| | | PEO or | | To Calculate Executive CAP | | | | Name | Fiscal Year Ended June 30 | Non-PEO NEO | SCT Total | Deducted(2) | Added(2) | CAP | | Ryan Melsert | 2023 | PEO | $3,378,855 | $(3,020,105) | $4,341,995 | $4,700,745 | | Jesse Deutsch (1) | 2023 | NEO | $623,300 | $(373,300) | $384,980 | $634,980 | | Andrés Meza | 2023 | NEO | $2,090,344 | $(1,842,427) | $2,630,944 | $2,878,861 | | Scott Jolcover | 2023 | NEO | $1,362,910 | $(1,131,035) | $1,660,354 | $1,892,229 |
Pay Versus Performance Information
(1) Jesse Deutsch was hired on May 22, 2023, his income in the SCT column has been annualized for the fiscal year ended June 30, 2023 to present an appropriate average for NEO later used in the pay versus performance table (2) Added (or subtracted, as applicable) (i) the end of year fair value of stock awards granted during the year that were outstanding and unvested at the end of the year, (ii) the change from the end of the prior fiscal year to the end of the applicable year in the fair value of stock awards granted in any prior year that are outstanding and unvested at the end of the year, and (iii) the change in the fair value of stock awards from the end of the prior fiscal year to the vesting date for stock awards granted in any prior year that vested during the applicable year. All fair values were computed in accordance with FASB ASC Topic 718. Relationship Between CAP and Financial Measures There is an important timing difference to consider when comparing the SCT to CAP. The Company generally grants stock awards in the first quarter of its fiscal year, typically following the completion and filing of the Annual Report on Form 10-K for such year. The stock awards in a particular year, as reflected in the SCT, are typically based on the performance of the executive and the Company during the previous fiscal year, multiple years in the case of the fiscal year ended June 30, 2023. CAP measures the awards granted during the fiscal year at the end of the fiscal year, which may represent an increase or decrease in value based on the movement in stock price during the same period. During fiscal 2023, the SCT included stock awards for the PEO and three NEOs that were associated with past performance, sign-on upon hire and current fiscal year milestones having been reached. Prior to the fiscal 2023, the Company had issued restricted stock under the Plan and required no additional vesting requirements. The following describes how each of the financial measures in the table above, across the period included, relate to the trends in CAP to the PEO and the other NEOs (excluding NEOs that were hired, or retired, during the periods, making them non-comparable between the periods):
Pay Versus Performance Information
| ● | Total Shareholder Return (TSR): The Company’s TSR was greater in 2023 compared to 2022, driven by greater stock price performance in 2023, compared to 2022. | | ● | Net Income: Net loss has decreased over 34% during the fiscal year ended June 30, 2023, compared to the same period ended June 30, 2022. |