DEF 14A of Nakamoto Inc.
Filed Sep 19, 2024 · FY20230001493152-24-037086
PROPOSAL NO. 1. ELECTION OF DIRECTORS
PROPOSAL NO. 1. ELECTION OF DIRECTORS
EXECUTIVE OFFICER COMPENSATION
| Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards | All Other Compensation | Total | | | | ($) | ($) | ($) | ($) | ($) | | Timothy Pickett, CEO (a) | 2023 | 127,500 | - | 76,010 | 161,013(b) | 364,523 | | | 2022 | 139,092 | - | 161,700 | 132,624(b) | 439,763 | | Adam Cox, COO (c) | 2023 | 119,994 | - | 133,250 | - | 253,244 | | | 2022 | 101,753 | - | 161,663 | - | 263,416 | | Jared Barrera, CFO (d) | 2023 | 119,154 | - | 26,990 | - | 146,144 | | | 2022 | 30,050 | - | 46,200 | - | 76,250 |
Outstanding Equity Awards
Outstanding Equity Awards There were no equity awards made to any named executive officer that were outstanding at December 31, 2023.
2023 Option Exercises
2023 Option Exercises No option shares were exercised in 2023.
2023 Pension Benefits
2023 Pension Benefits The Company does not provide a defined benefit pension plan to any employee.
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation The Company does not provide nonqualified deferred compensation to any employee.
2023 Outside Director Compensation
2023 Outside Director Compensation No separate directors’ fees were paid in 2023 because only Tim Pickett and Adam Cox served as directors at that time, and because they were also an employee of the Company, they did not receive a separate directors’ fee. On May 31, 2024, three independent directors were appointed to the Company’s Board of Directors, and each outside director entered into an Independent Director Agreement with the Company. In 2024 and 2025, the compensation for each outside independent director will be as follows:
2023 Outside Director Compensation
| Director Compensation | 2024 | 2025 | | Cash payments | $12,000 | $12,000 | | Stock Grant shares | 12,000 | 12,000 | | Option Share Grants | 12,000 | 12,000 |
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE The median annual total compensation of all employees of the Company in 2023, other than Mr. Pickett, was approximately $61,856. Mr. Pickett’s total annual compensation in 2023 was $364,523. The ratio of these two amounts is 1:6. To identify the median employee, KDLY compared annual pay, as of December 31, 2023, for all of its full-time employees excluding the CEO. A full-time employee is defined as an employee who worked at least 1560 hours in 2023. The median annual pay was identified and that employee’s total annual compensation in 2023 was subsequently calculated using the same methodology as that used for calculating Mr. Pickett’s compensation as shown in the 2023 Summary Compensation table.