DEF 14A of American Battery Technology Co
Filed Oct 4, 2024 · FY20240001493152-24-039470
ELECTION OF DIRECTORS proposAL
ELECTION OF DIRECTORS proposAL
Board Composition and Election of Directors
Board Composition and Election of Directors On March 22, 2022, our Board established three standing committees – an Audit Committee, a Compensation Committee, and a Nominations and Corporate Governance Committee – each of which operates under a charter that has been approved by our Board.
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 ($)(a) | Warrant / Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Ryan Melsert | 2024 | 425,000 | — | 1,651,075 | 1,486,408 | — | — | — | 3,562,483 | | Chief Executive Officer (1) | 2023 | 358,750 | — | 3,020,105 | — | — | — | — | 3,378,855 | | Andres Meza | 2024 | 275,000 | — | 1,118,906 | 526,559 | — | — | — | 1,920,465 | | Chief Operating Officer (2) | 2023 | 247,917 | — | 1,842,427 | — | — | — | — | 2,090,344 | | Jesse Deutsch | 2024 | 250,000 | — | — | — | — | — | — | 250,000 | | Chief Financial Officer (3) | 2023 | 27,778 | — | 373,300 | — | — | — | — | 401,078 | | Scott Jolcover | 2024 | 240,000 | 40,000 | 684,025 | 225,009 | — | — | — | 1,189,034 | | 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. Mr. Melsert is also eligible to receive performance-based bonuses tied to specific strategic milestones at 75% of his annual salary, $1,000,000 in RSUs and $3,000,000 in warrants with a five-year expiration and exercise price as calculated by Black-Scholes at the time of the grant. 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 was 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 was 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. On August 20, 2024, Mr. Meza submitted his notice of intent to resign as Chief Operating Officer of the Company, effective September 1, 2024. See the section titled “Severance Agreement” for additional information regarding Mr. Meza’s compensation following his departure. | | (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 received a one-time signing bonus of 33,334 RSUs, which vested on the last day of the fiscal quarter following the first-year anniversary of his employment. Mr. Deutsch may be eligible to receive bonus equity 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. 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) $500,000 worth of warrants with a three-year expiration of a quantity and exercise price as calculated by Black-Scholes. Mr. Jolcover’s bonus equity compensation awards will vest 1/12th quarterly beginning on the last quarter following the issuance of the award until fully vested. Additionally, Mr. Jolcover may receive additional cash or equity compensation based on annual performance reviews or under the Company’s equity incentive plan. | | (5) The amounts reported in this column represent grant date fair values of restricted stock unit grants computed in accordance with FASB ASC Topic 718 and stock option grants determined using the Black Scholes option pricing model, excluding any forfeiture reserves, in accordance with FASB ASC Topic 718. The assumptions used to determine fair value of the stock option grants for 2024 are: |
SUMMARY COMPENSATION TABLE
| Options | Year Granted | Dividend Yield | Risk Free Rate | Volatility | Expected Life | | Ryan Melsert | 2024 | 0.00% | 4.35% | 133.29% | 5 Years | | Andres Meza | 2024 | 0.00% | 4.35% | 129.56% | 5 Years | | Scott Jolcover | 2024 | 0.00% | 4.43% | 113.62% | 4.02 Years |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| Name and Principal Position | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | 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 | 04/06/2024 | - | - | 143,938 | 4.33 | 623,249 | 04/05/2029 | - | - | - | - | | Chief Executive Officer, Chief Technology Officer (1) | 03/31/2024 | - | - | - | - | - | | - | - | 2,544 | 3,180 | | | 02/26/2024 | - | - | - | - | - | | - | - | 16,720 | 20,900 | | | 02/26/2024 | - | - | 157,591 | 4.33 | 682,367 | 02/24/2029 | - | - | - | - | | | 09/30/2023 | - | - | - | - | - | | - | - | 3,126 | 3,907 | | | 09/30/2023 | - | - | - | - | - | | - | - | 82,425 | 103,031 | | | 09/30/2023 | - | - | 23,609 | 10.49 | 247,653 | 09/28/2028 | - | - | - | - | | | 06/19/2023 | - | - | - | - | - | | - | - | 6,677 | 8,347 | | | 06/16/2023 | - | - | 65,386 | 10.50 | 686,550 | 06/14/2028 | - | - | - | - | | | 06/06/2023 | 28,572 | - | - | - | - | | - | - | - | - | | | 06/06/2023 | 28,572 | - | - | - | - | | - | - | - | - | | | 10/18/2022 | - | - | - | - | - | | - | - | 32,226 | 40,282 | | | 10/18/2022 | - | - | - | - | - | | - | - | 32,226 | 40,282 | | | 06/30/2020 | 200,000 | - | - | - | - | | - | - | - | - | | Andres Meza | 04/06/2024 | - | - | 60,103 | 4.33 | 260,244 | 04/05/2029 | - | - | - | - | | Chief Operating Officer | 03/31/2024 | - | - | - | - | - | | - | - | 3,822 | 4,777 | | | 02/26/2024 | - | - | - | - | - | | - | - | 8,358 | 10,448 | | | 02/26/2024 | - | - | 65,663 | 4.33 | 284,319 | 02/24/2029 | - | - | - | - | | | 09/30/2023 | - | - | - | - | - | | - | - | 2,950 | 3,687 | | | 09/30/2023 | - | - | - | - | - | | - | - | 70,650 | 88,312 | | | 09/30/2023 | - | - | 9,066 | 6.53 | 59,199 | 09/28/2028 | - | - | - | - | | | 06/19/2023 | - | - | - | - | - | | - | - | 7,694 | 9,618 | | | 06/16/2023 | - | - | 25,537 | 6.60 | 168,541 | 06/14/2028 | - | - | - | - | | | 06/06/2023 | 9,524 | - | - | - | - | | - | - | - | - | | | 06/06/2023 | 9,524 | - | - | - | - | | - | - | - | - | | | 10/18/2022 | - | - | - | - | - | | - | - | 32,226 | 40,282 | | | 10/18/2022 | - | - | - | - | - | | - | - | 1,610 | 2,013 | | Jesse Deutsch | 06/06/2023 | 9,524 | - | - | - | - | | - | - | - | - | | Chief Financial Officer | 06/06/2023 | 9,524 | - | - | - | - | | - | - | - | - | | Scott Jolcover | 04/06/2024 | - | - | 42,577 | 4.29 | 182,655 | 04/05/2029 | - | - | - | - | | Chief Resource Officer | 03/31/2024 | | | | | | | | | 2,291 | 2,864 | | | 02/26/2024 | | | | | | | | | 5,011 | 6,264 | | | 02/26/2024 | - | - | 32,764 | 4.29 | 140,556 | 02/24/2029 | - | - | - | - | | | 09/30/2023 | | | | | | | | | 1,778 | 2,222 | | | 09/30/2023 | | | | | | | | | 47,100 | 58,875 | | | 09/30/2023 | - | - | 4,533 | 6.53 | 29,597 | 09/28/2028 | - | - | - | - | | | 06/19/2023 | | | | | | | | | 2,934 | 3,668 | | | 06/16/2023 | - | - | 7,948 | 6.60 | 52,457 | 06/14/2028 | - | - | - | - | | | 10/18/2022 | | | | | | | | | 25,780 | 32,225 |
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, 2024, Mr. Melsert has 377,277 employment RSUs that vest quarterly over a four-year period and 390,522 share purchase warrants with a weighted average exercise price of $5.4 and expiration dates ending between June 2028 and April 2029. | | (2) On August 20, 2024, Andrés Meza submitted his notice of intent to resign as Chief Operating Officer of the Company, effective September 1, 2024. | | (3) As former Chief Operating Officer, Andres Meza received multiple awards under the Retention Plan for his initial employment and continued service. As of June 30, 2024, Mr. Meza has 256,744 employment RSUs that vest over a four-year period a remaining four-year period, 25% vesting January 2024 and each fiscal quarter thereafter and 160,367 share purchase warrants with a weighted average exercise price of $4.35 and expiration dates ending between June 2028 and April 2029. | | (4) As Chief Financial Officer, Jesse Deutsch received 33,334 RSUs that vest over a one-year period, issuable May 2024. | | (5) As Chief Resource Officer, Scott Jolcover received multiple awards under the Retention Plan for his continued service. As of June 30, 2024, Mr. Jolcover has 170,130 RSUs that vest quarterly over a four-year period, and 87,821 share purchase warrants with a weighted average exercise price of $4.41 and expiration dates between June 2028 and April 2029. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE 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 June 30, 2024, 2023 and 2022. Pay versus Performance Table
PAY VERSUS PERFORMANCE
| 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 | | 2024 | $3,562,483 | $(1,497,729) | $1,119,833 | $(366,692) | $4.13 | $(52,501,824) | | 2023 | $3,378,855 | $4,700,745 | $1,358,851 | $1,802,023 | $38.12 | $(22,191,140) | | 2022 | $1,915,000 | $1,915,000 | $1,371,000 | $735,000 | $34.65 | $(33,539,962) |
PAY VERSUS PERFORMANCE
(1) Our principal executive officer (“PEO”) for the fiscal years ended June 30, 2024, 2023 and 2022 was Mr. Melsert. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Melsert 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, 2024 and 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 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
| | | PEO or | | To Calculate Executive CAP | | | | Name | Fiscal Year Ended June 30 | Non-PEO NEO | SCT Total | Deducted(1) | Added(1) | CAP | | Ryan Melsert | 2024 | PEO | $3,562,483 | $(3,137,483) | $(1,922,729) | $(1,497,729) | | Jesse Deutsch | 2024 | NEO | $250,000 | $- | $(290,006) | $(40,006) | | Andrés Meza | 2024 | NEO | $2,090,344 | $(1,645,465) | $(965,927) | $(690,927) | | Scott Jolcover | 2024 | NEO | $1,362,910 | $(909,034) | $(649,142) | $(369,142) |
PAY VERSUS PERFORMANCE
(1) 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, 2024. 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 2024, 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 2024, 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
| ● | Total Shareholder Return (TSR): The Company’s TSR was significantly less in fiscal 2024 compared to fiscal 2023, driven by weaker stock price performance in 2024, compared to 2023. | | ● | Net Income: Net loss increased by approximately 146% during the fiscal 2024 compared to fiscal 2023. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2024 Director Compensation
2024 Director Compensation In considering the Company’s need to attract and retain qualified directors and to ensure that the Company compensates non-employee directors in line with market practice, we regularly review our director compensation program. As described below, the Company compensates non-employee directors through a mix of cash retainer fees and equity grants that are subject to vesting.
2024 Director Compensation
| (1) Annual Board Service Cash Retainer: $25,000 |
2024 Director Compensation
| (2) Additional Annual Equity Grant for Chairman of the Board: $120,000 in grant value in restricted stock units |
2024 Director Compensation
| (3) Additional Annual Cash Retainers for Committee Chair Service: $15,000 for Audit, $10,000 for Compensation and $10,000 for Governance and Nominating |
2024 Director Compensation
| (4) Annual Equity Grant: $150,000 in grant value in restricted stock units |
2024 Director Compensation
The amounts in the table below reflect the aggregate compensation received under each of the director compensation programs as in effect for 2024. Susan Yun Lee joined our Board on April 1, 2024, and any restricted stock units earned by Ms. Lee will first vest on June 30, 2025. The following table sets forth certain information relating to the compensation for our non-employee directors for the last year:
Director Compensation Table
Director Compensation Table The table below summarizes the compensation paid to our non-employee directors for the fiscal year ended June 30, 2024:
Director Compensation Table
| Name and Principal Position (1) | Fees Earned or Paid in Cash ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Elizabeth Lowery | 35,000 | - | 101,850 | - | - | - | - | 136,850 | | Julie Blunden (2) | - | - | 88,171 | - | - | - | - | 88,171 | | D. Richard (Rick) Fezell | - | - | 204,012 | - | - | - | - | 204,012 | | Sherif Marakby | 25,000 | - | 101,850 | - | - | - | - | 126,850 | | Susan Yun Lee (3) | - | - | - | - | - | - | - | - |
Director Compensation Table
| (1) Ryan Melsert, our Chief Executive Officer and member of the Board, is not included in this table as he is an employee. The compensation received by Mr. Melsert as an employee is disclosed in the section entitled “Executive Compensation – Summary Compensation Table” appearing elsewhere in this Proxy Statement. | | (2) On March 25, 2024, Julie Blunden resigned from the Board. | | (3) On March 25, 2024, the Board appointed Susan Yun Lee as a director of the Company, effective April 1, 2024. |