DEF 14A of Nextnrg, Inc., Dec 31, 2024

DEF 14A of Nextnrg, Inc.

Filed Dec 31, 2024 · FY20230001493152-24-052756

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of five members. The Corporate Governance/Nominating Committee and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members. The Corporate Governance/Nominating Committee and the Board have unanimously approved the recommended slate of five directors. The following table shows the Company’s nominees for election to the Board. Each nominee, if elected, will serve until the next annual meeting of stockholders or until a successor is duly elected and qualified, or until his earlier resignation or removal. All nominees are members of the present Board of Directors. We have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Unless otherwise indicated by the stockholder, the accompanying proxy will be voted for the election of the five persons named under the heading “Nominees for Directors.” Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy will be voted for a substitute nominee.

  2. Nominees for Director

    Nominees for Director

  3. Nominees for Director

    | Name | Age | Position | Director Since | | Yehuda Levy | 31 | CEO and Director | 2023 | | Daniel Arbour | 40 | Non-Independent Director | 2022 | | Jack Leibler | 83 | Independent Director | 2023 | | Bennett Kurtz | 63 | Independent Director | 2023 | | Sean Oppen | 49 | Independent Director | 2023 |

  4. Information about the Board of Directors and Committees

    Information about the Board of Directors and Committees

  5. REPORT OF THE AUDIT COMMITTEE

    Mr. Oppen currently serves as the Chairman of the Corporate Governance/Nominating Committee and is joined on the committee by Messrs. Leibler and Kurtz. The Chair and members of each committee of the Board are summarized in the table below:

  6. Consideration of Director Nominees

    Consideration of Director Nominees We seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Corporate Governance/Nominating Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the Corporate Governance/Nominating Committee. The Corporate Governance/Nominating Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Corporate Governance/Nominating Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. The Corporate Governance/Nominating Committee will consider director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management of the Company, or third parties. When considering director candidates, the Corporate Governance/Nominating Committee will evaluate multiple factors in assessing their qualification. A candidate must have extensive and relevant leadership experience including an understanding of the complex challenges of enterprise leadership. An appropriate candidate will have gained appropriate experience and education in some or all of the key areas below.

  7. Consideration of Director Nominees

    | ● | Relevant Sector Experience. Director candidates will have gained their leadership experience in sectors directly relevant to the Company’s business and/or served as the Chief Executive Officer, Chief Operating Officer or other major operating or staff officer of a public corporation, with a background in marketing, finance and/or business operations. |

  8. Consideration of Director Nominees

    | ● | Operating in a Regulated Industry – Director candidates will have experience working in a highly regulated industry, such as pharmaceutical, medical device or health care. | | ● | Corporate Governance Experience. Director candidates should have sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company. | | ● | Education. Generally, it is desirable that a Board candidate should hold an undergraduate degree from a respected college or university and in relevant fields of study. |

  9. Consideration of Director Nominees

    When further considering director candidates, personal attributes and characteristics will be considered. Specifically, these should include the following:

  10. Consideration of Director Nominees

    | ● | Personal. Director candidates should be of the highest moral and ethical character. Candidates must exhibit independence, objectivity and be capable of serving as representatives of the stockholders. The candidates should have demonstrated a personal commitment to areas aligned with the Company’s public interest commitments, such as education, the environment and welfare of the communities in which we operate. | | ● | Individual Characteristics. Director candidates should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, a willingness to ask the difficult question, communication skills and commitment. In considering candidates for election to the Board of Directors, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates. | | ● | Availability. Director candidates must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership. Generally, therefore, the candidate should not have more than three other corporate board memberships. | | ● | Compatibility. The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company. |

  11. EXECUTIVE COMPENSATION

    | ● | Provides executives with competitive compensation that maintains a balance between cash and stock compensation, encouraging our executive officers to act as owners with an equity stake in our company; | | ● | Ties a significant portion of total compensation to achievement of the Company’s business goals such as revenue, and Adjusted EBITDA targets; | | ● | Enhances retention by having equity compensation subject to multi-year vesting; and | | ● | Does not encourage unnecessary and excessive risk taking. |

  12. EXECUTIVE COMPENSATION

    We evaluate both performance and compensation to ensure the Company maintains its ability to attract and retain superior employees in key positions and compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of other companies our size. Elements of Executive Compensation Our compensation for senior executive officers generally consists of the following elements: base salary; performance-based incentive compensation determined primarily by reference to objective financial operating criteria; long-term equity compensation in the form of stock options and restricted stock; and employee benefits that are generally available to all our employees. Base Salary The Company provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. It is our policy to set base salary levels taking into account a number of factors, such as annual revenue, the nature of the mobile fueling business, the structure of other comparable companies’ compensation programs and the availability of compensation information. When setting base salary levels, in a manner consistent with the objectives outlined above, the Board considers our performance, the individual’s breadth of knowledge and performance and levels of responsibility. In determining salaries for 2022, we did not engage compensation consultants. Mr. Michael McConnell’s annual base salary for 2022 was $330,000. Mr. McConnell resigned from the Company on April 20, 2023. Mr. Arthur Levine’s annual base salary in 2022 was $250,000. Mr. Richard Dery’s annual base salary in 2022 was $288,750 effective January 1, 2022. Mr. Dery is no longer employed at the Company as of December 9, 2022. Annual Performance-Based Incentive Compensation Our performance-based incentive compensation program is designed to compensate executives when financial performance goals are achieved. Executives have the opportunity to earn annual cash compensation equal to a percentage of their base salary. For 2022, Mr. McConnell earned $0, Mr. Levine earned $0 and Mr. Dery earned $0, related to the cash compensation target. Mr. McConnell earned $0, Mr. Levine earned $0 and Mr. Dery earned $0 in shares and stock options related to the equity compensation target of our 2022 performance-based incentive compensation program. Long-Term Incentive Compensation – Equity Compensation Our executive officers are eligible for stock awards. We believe that stock awards give executives a significant, long-term interest in our success, help retain key executives in a competitive market, and align executive interests with stockholder interests and long-term performance of the Company. We have granted options as well as restricted stock under our 2022 plan and 2020 Stock Incentive Plan. Stock awards also provide each individual with an added incentive to manage the Company from the perspective of an owner with an equity stake in the business. Moreover, the vesting schedule (which is generally three years for employees and one year for non-employee directors, although this may vary at the discretion of the Compensation Committee) encourages a long-term commitment to the Company by our executive officers and other participants. Each year the Compensation Committee reviews the number of shares owned by, or subject to options held by, each executive officer, and additional awards are considered based upon the executive’s past performance, as well as anticipated future performance, of the executive officer. The Compensation Committee continues to believe that equity compensation should be an important element of the Company’s compensation package. Typically, we have awarded stock options and restricted stock to executives upon joining the Company and thereafter grants may be at the discretion of the Board, a role that will be assumed by our Compensation Committee, on a going forward basis. Generally, options are priced at the closing price of the Company’s common stock on the date of each grant, or, in the case of new employees, such later date as the employee joins the Company. We also have granted restricted stock to members of the Board of Directors and executive officers from time to time. We do not have a formal written policy relating to the timing of equity awards. We encourage, but we do not require, that our executive officers own stock in the Company. Retirement and Other Benefits All eligible employees in the United States are automatically enrolled in our 401(k) plan. Perquisites and Other Personal Benefits Limitation on Deduction of Compensation Paid to Certain Executive Officers Section 162(m) of the Code limits the Company deduction for federal income tax purposes to no more than $1 million of compensation paid to each of the named executive officers in a taxable year. Compensation of Chief Executive Officer Mr. McConnell’s annual base salary was $330,000 and he was eligible for additional cash and equity incentive compensation at the discretion of the Compensation Committee. Mr. McConnell resigned from the Company on April 20, 2023. Mr. Levy was appointed as the Company’s interim CEO on April 24, 2023 by the Board. For his position as interim CEO, Mr. Levy will receive an annual base salary of $200,000, and subject to periodic review. He is eligible for additional cash and equity incentive compensation at the discretion of the Compensation Committee.

  13. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table shows information concerning compensation of our named executive officers during the years ended December 31, 2023 and 2022, respectively:

  14. 2023 SUMMARY COMPENSATION TABLE

    | | | | Non-Equity | | | | | | | | | Incentive Plan | Option | Stock | | | | | | Salary | Compensation | Awards | Awards | Other | Total | | Name and Principal Position | Year | ($)(3) | ($) | ($) | ($)(1) | ($)(2) | ($) | | Yehuda Levy | 2023 | 192,323 | - | - | - | 21,712 | 214,035 | | Interim Chief Executive Officer (4) | 2022 | 148,461 | - | - | - | 11,333 | 159,794 | | Michael McConnell | 2023 | 52,918 | - | 50,000 | - | 1,285 | 104,203 | | Former Chief Executive Officer | 2022 | 335,995 | - | 112,500 | 37,500 | 7,984 | 493,979 | | Michael Handelman | 2023 | 11,050 | - | - | - | - | 11,050 | | Chief Financial Officer (6) | 2022 | - | - | - | - | - | - | | Arthur Levine | 2023 | 170,049 | - | - | - | 14,430 | 184,479 | | Former Chief Financial Officer | 2022 | 249,516 | - | 84,375 | 28,125 | 21,755 | 383,771 | | Avishai Vaknin | 2023 | - | - | - | 832,000 | 11,716 | 843,716 | | Chief Technology Officer (5) | 2022 | - | - | - | - | - | - | | Richard Dery | 2023 | 77,740 | - | - | - | 12,544 | 90,284 | | Former Chief Commercial Officer | 2022 | 288,484 | - | 68,750 | 68,750 | 21,846 | 447,830 | | Cheryl Hanrehan | 2023 | - | - | - | - | | - | | Former Chief Operating Officer (3) | 2022 | 143,952 | - | 84,375 | 28,125 | 1,440 | 257,892 | | Michael DeVoe | 2023 | 23,365 | - | - | - | - | 23,365 | | Former Chief Operating Officer | 2022 | 203,798 | - | - | 75,000 | 7,886 | 286,684 |

  15. 2023 SUMMARY COMPENSATION TABLE

    | (1) During 2022, 29,762, 22,321, 68,750, 53,751 and 22,321 shares were granted to Messrs. McConnell, Levine, Dery, Devoe and Ms. Hanrehan. During 2023, in connection with Mr. Vaknin’s employment agreement, the Company granted 325,000 shares of common stock having a fair value of $832,000 ($2.56/share), based upon the quoted closing trading price. This award is subject to various vesting provisions both over time and performance based. | | (2) During the year ended December 31, 2023, the Company paid medical, dental, and vision benefits on behalf of Mr. Levy, Mr. Levine, Mr. Dery, and Mr. Vaknin for amounts totaling $15,170, $8,846, $11,767, and $11,716 respectively. During the year ended December 31, 2023, the Company made matching 401(k) contributions for Messrs. Levy, McConnell, Levine, and Dery for the amounts totaling $6,542, $1,285, $5,584, and $777 respectively. | | During the year ended December 31, 2022, the Company paid medical, dental and vision benefits on behalf of Mr. Levy, Mr. Levine, Mr. Dery and Mr. Devoe for amounts totaling $6,253, $13,253, $18,961, and $6,320, respectively. During the year ended December 31, 2022, the Company made matching 401(k) contributions for Messrs. Levy, McConnell, Levine, Dery and Devoe and Ms. Hanrehan for amounts totaling $5,080, $7,984, $8,502, $2,885, $1,566 and $1,440, respectively. | | (3) Ms. Hanrehan resigned from her position as the Company’s Chief Operating Officer on January 17, 2022. Ms. Hanrehan served on the board of directors through May 2023. In 2022, amounts shown under salary includes severance of $118,125. Mr. Devoe resigned from his position June 3, 2022. The amount shown under salary includes severance of $131,250 and $23,365 in 2022 and 2023, respectively. Mr. Dery resigned from his position on December 9, 2022. The amount shown under salary includes severance of $16,659 and $77,740 in 2022 and 2023, respectively. | | (4) Mr. Levy became the Company’s interim Chief Executive Officer on April 24, 2023. Prior to this, Mr. Levy served as the Company’s Vice President of Operations. | | (5) Mr. Vaknin became the Company’s Chief Technology Officer on April 19, 2023. | | (6) Mr. Handelman became the Company’s Chief Financial Officer on August 1, 2023. There is no formal agreement with Mr. Handelman, however, he is paid $5,560 per quarter. |

  16. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows information concerning compensation of our named executive officers during the year ended December 31, 2023:

  17. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares of stock that have not vested | Market value of shares of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares (#) | Equity incentive plan awards: market or payout value of unearned shares ($) | | Avishai Vaknin (1) | April 19, 2023 | - | $- | - | - | - | 65,000 | 166,400 |

  18. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The Company granted 325,000 shares. At December 31, 2023, 80% or 260,000 shares were fully vested. The balance of 65,000 shares are expected to vest in 2024 (10%) and 2025 (10%) ratably in April of each year which is the employment anniversary. The grant date fair value of these shares was $832,000. During the year ended December 31, 2023, the Company recognized an expense of $665,600, the remaining $166,400 is expected to be recognized in 2024 ($83,200) and 2025 ($83,200). |

  19. Pension Benefits

    Pension Benefits The Company does not maintain any defined benefit retirement plans. The Company maintains a 401(k) plan.

  20. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table provides the total compensation for each person who served as a non-employee member of our Board of Directors during fiscal year 2023, including all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion or all of fiscal year 2023:

  21. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees earned or paid in cash $ | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Daniel Arbour | $3,000 | $148,333(1) | $- | $- | $- | $- | $151,333 | | Bennett Kurtz | $- | $130,000(2) | $- | $- | $- | $- | $130,000 | | Jack Leibler | $- | $130,000(2) | $- | $- | $- | $- | $130,000 | | Sean Oppen | $- | $130,000(2) | $- | $- | $- | $- | $130,000 | | Allen Weiss (3) | $8,250 | $230,000 | $- | $- | $- | $- | $238,250 | | Jack Levine (3) | $15,000 | $130,000 | $- | $- | $- | $- | $145,000 | | Luis Reyes (3) | $14,250 | $130,000 | $- | $- | $- | $- | $144,250 | | Mark Lev (3) | $9,500 | $130,000 | $- | $- | $- | $- | $139,500 | | Cheryl Hanrehan (4) | $4,750 | $130,000 | $- | $- | $- | $- | $134,750 |

  22. 2023 DIRECTOR COMPENSATION TABLE

    | (1) Mr. Arbour received two stock awards for services having grant date fair values of $40,000 in February 2023 (vested immediately) and $130,000 in June 2023 (vesting ratably through the annual meeting then expected to be held in June 2024). | | (2) These stock awards had a grant date fair value of $130,000 each. These directors are vesting in these awards through the next annual meeting in June 2024. | | (3) These members each received stock awards in June 2023, however, they all resigned in July 2023. None of these awards vested. | | (4) Resigned in May 2023. |

  23. 2023 DIRECTOR COMPENSATION TABLE

    In 2023, the Company paid an annual fee of $130,000 in stock to each member of the Board of Directors based upon their expected one-year service period (subject to pro-ration based upon start date). Each agreement is evaluated at the annual board meeting to determine continuing service and compensation amounts. Additionally, members are paid cash fees for their participation on various committees. Audit Committee Chair receives $10,000 per year (Kurtz), each member receives $5,000 per year (Leibler and Oppen). Compensation Committee Chair receives $7,500 per year (Oppen), each member receives $3,000 per year (Kurtz and Leibler). Nominating/Governance Committee Chair receives $6,000 per year (Leibler), each member receives $5,000 (Kurtz and Oppen). As it pertains to the stock-based awards, the members shall not sell any shares of the Company’s common stock that they receive for six months from receipt of such shares. The agreement also provides that the Company will reimburse the director reasonable documented expenses relating to the director’s attendance at meetings of the board and reasonable out of pocket expenses incurred in connection with the performance of the director’s duties as a member of the board. We do not provide any deferred compensation, health or other personal benefits to our directors. We reimburse each director for reasonable out-of-pocket expenses incurred to attend Board and committee meetings.