DEF 14A of American Battery Technology Co
Filed Sep 19, 2025 · FY20250001493152-25-014267
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 ($)(a) | Warrant / Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Ryan Melsert | 2025 | 425,000 | — | 573,997 | 600,000 | — | — | — | 1,598,997 | | Chief Executive Officer (1) | 2024 | 425,000 | — | 1,651,075 | 1,486,408 | — | — | — | 3,562,483 | | Steven Wu | 2025 | 300,000 | 12,375 | 555,110 | 75,000 | — | — | — | 942,485 | | Chief Operating Officer (2) | 2024 | — | — | — | — | — | — | — | — | | Andres Meza Former Chief Operating Officer | 2024 | 275,000 | — | 1,118,906 | 526,559 | — | — | — | 1,920,465 | | Jesse Deutsch | 2025 | 280,000 | 36,550 | 54,776 | 50,000 | — | — | — | 421,326 | | Interim Chief Financial Officer | 2024 | 250,000 | — | — | — | — | — | — | 250,000 | | Scott Jolcover | 2025 | 240,000 | 81,900 | 89,108 | 100,000 | — | — | — | 511,008 | | Chief Resource Officer (3) | 2024 | 240,000 | 40,000 | 684,025 | 225,009 | — | — | — | 1,189,034 |
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. 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) On October 9, 2024 the Company entered into an Offer Letter (the “Offer Letter”) with Steven Wu pursuant to which Mr. Wu became an at-will employee of the Company. Pursuant to the Offer Letter, Mr. Wu is entitled to receive an annual base salary of $300,000. Mr. Wu is eligible to receive a one-time signing bonus of restricted stock units equal to $500,000 divided by the 20-day trailing volume-weighted average price prior to prior to the Effective Date (August 25, 2024) of the agreement, subject to 4-year vesting schedule. Mr. Wu received 482,842 of restricted stock units for the one-time signing bonus. Additionally, subject to approval by the Board, and upon achieving certain performance milestones, Mr. Wu is eligible to receive bonus compensation of (i) bonus cash set at 75% of his base salary and (ii) RSUs equal to $750,000 divided by the 20-day trailing volume-weighted average price prior to September 16, 2024, and $1,500,000 worth of warrants with a five-year expiration of a quantity and exercise price as calculated by Black-Scholes as of August 25, 2024. | | (3) 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) $500,000 worth of warrants with a three-year expiration of a quantity and exercise price as calculated by Black-Scholes. Mr. Jolcover’s bonus equity compensation awards will vest 1/12th quarterly beginning on the last quarter following the issuance of the award until fully vested. Additionally, Mr. Jolcover may receive additional cash or equity compensation based on annual performance reviews or under the Company’s equity incentive plan. | | (4) The amounts reported in this column represent grant date fair values of restricted stock unit grants computed in accordance with FASB ASC Topic 718 and stock option grants determined using the Black Scholes option pricing model, excluding any forfeiture reserves, in accordance with FASB ASC Topic 718. The assumptions used to determine fair value of the stock option grants for 2025 are: |
SUMMARY COMPENSATION TABLE
| Options | Year Granted | Dividend Yield | Risk Free Rate | Volatility | Expected Life | | Ryan Melsert | 2025 | 0.00% | 4.02% | 132.21% | 5.72 Years | | Steven Wu | 2025 | 0.00% | 4.02% | 132.21% | 5.72 Years | | Scott Jolcover | 2025 | 0.00% | 4.02% | 132.21% | 5.72 Years |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| Name and Principal Position | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | 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 | 01/02/2025 | - | - | - | - | - | | - | - | 41,848 | 67,794 | | Chief Executive Officer, Chief Technology Officer (1) | 12/03/2024 | | | 79,958 | 4.33 | 346,219 | 12/02/2033 | | | | | | | 12/01/2024 | - | - | - | - | - | | - | - | 225,000 | 364,500 | | | 10/04/2024 | - | - | - | - | - | | - | - | 21,950 | 35,559 | | | 04/06/2024 | - | - | 71,969 | 4.33 | 311,625 | 04/05/2029 | - | - | - | - | | | 03/31/2024 | - | - | - | - | - | | - | - | 5,879 | 9,524 | | | 02/26/2024 | - | - | - | - | - | | - | - | 13,224 | 21,423 | | | 02/26/2024 | - | - | 78,795 | 4.33 | 341,183 | 02/24/2029 | - | - | - | - | | | 09/30/2023 | - | - | - | - | - | | - | - | 3,015 | 4,884 | | | 09/30/2023 | - | - | - | - | - | | - | - | 87,500 | 141,750 | | | 09/30/2023 | - | - | 11,804 | 10.49 | 123,827 | 09/28/2028 | - | - | - | - | | | 06/19/2023 | - | - | - | - | - | | - | - | 9,649 | 15,631 | | | 06/16/2023 | - | - | 32,693 | 10.50 | 343,275 | 06/14/2028 | - | - | - | - | | | 06/06/2023 | 28,572 | - | - | - | - | | - | - | - | - | | | 10/18/2022 | - | - | - | - | - | | - | - | 52,083 | 84,374 | | | 10/18/2022 | - | - | - | - | - | | - | - | 52,083 | 84,374 | | Steven Wu | 09/16/2024 | - | - | - | - | - | | - | - | 470,725 | 762,575 | | Chief Operating Officer | 01/02/2025 | - | - | - | - | - | | - | - | 38,629 | 62,579 | | Scott Jolcover | 01/02/2025 | - | - | - | - | - | | - | - | 12,554 | 20,337 | | Chief Resource Officer | 12/03/2024 | - | - | 11,987 | 4.29 | 51,423 | 12/31/2030 | - | - | - | - | | | 10/04/2024 | - | - | - | - | - | | - | - | 5,226 | 8,466 | | | 04/06/2024 | - | - | 25,546 | 4.29 | 109,593 | 04/05/2029 | - | - | - | - | | | 03/31/2024 | - | - | - | - | - | | - | - | 2,643 | 4,282 | | | 02/26/2024 | - | - | - | - | - | | - | - | 3,963 | 6,420 | | | 02/26/2024 | - | - | 19,658 | 4.29 | 84,334 | 02/24/2029 | - | - | - | - | | | 09/30/2023 | - | - | - | - | - | | - | - | 1,563 | 2,532 | | | 09/30/2023 | - | - | - | - | - | | - | - | 50,000 | 81,000 | | | 09/30/2023 | - | - | 2,720 | 6.53 | 17,758 | 09/28/2028 | - | - | - | - | | | 06/19/2023 | - | - | - | - | - | | - | - | 3,908 | 6,331 | | | 06/16/2023 | - | - | 4,769 | 6.60 | 31,474 | 06/14/2028 | - | - | - | - | | | 10/18/2022 | - | - | - | - | - | | - | - | 41,667 | 67,501 |
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, 2025, Mr. Melsert has 512,231 employment RSUs that vest quarterly over a four-year period and 275,219 share purchase warrants with a weighted average exercise price of $5.33 and expiration dates ending between June 2028 and December 2033. | | (2) As Chief Operating Officer, Steven Wu, received multiple awards under the Retention Plan for his continued service. As of June 30, 2025, Mr. Wu has 509,354 RSUs that vest quarterly over a four-year period. | | (2) As Chief Resource Officer, Scott Jolcover received multiple awards under the Retention Plan for his continued service. As of June 30, 2025, Mr. Jolcover has 37,234 RSUs that vest quarterly over a four-year period, and 121,524 share purchase warrants with a weighted average exercise price of $4.55 and expiration dates between June 2028 and December 2030. |
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 named executive officers (“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, 2025, 2024 and 2023. 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 | | 2025 | $1,598,997 | $3,266,553 | $624,940 | $632,879 | $5.35 | $(46,765,428) | | 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) |
PAY VERSUS PERFORMANCE
| (1) Our principal executive officer (“PEO”) for the fiscal years ended June 30, 2025, 2024 and 2023 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.” |
PAY VERSUS PERFORMANCE
| (2) The non-PEO NEOs for the year ended June 30, 2025 and 2024 were Mr. Deutsch, Mr. Wu and Mr. Jolcover. The non-PEO NEOs for the year ended June 30, 2023 were Mr. Deutsch, 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.” |
PAY VERSUS PERFORMANCE
| (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: |
PAY VERSUS PERFORMANCE
PEO SCT Total Compensation to CAP Reconciliation
PAY VERSUS PERFORMANCE
| | Fiscal Year | PEO or | | To Calculate Executive CAP | | | | Name | Ended June 30 | Non-PEO NEO | SCT Total | Deducted(1) | Added(1) | CAP | | Ryan Melsert | 2025 | PEO | $1,598,997 | $(1,173,997) | $2,841,553 | $3,266,553 | | Jesse Deutsch | 2025 | NEO | $421,326 | $(104,776) | $- | $316,550 | | Steven Wu | 2025 | NEO | $942,485 | $(630,110) | $743,657 | $1,056,032 | | Scott Jolcover | 2025 | NEO | $511,008 | $(189,108) | $204,156 | $526,056 |
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. |
PAY VERSUS PERFORMANCE
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, 2025. 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 2025, 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. 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): TSR in 2025 is higher than in 2024 because shareholder value has compounded from 2024, and a higher ending share price in 2025 has resulted in greater shareholder return when measured against 2024. | | ● | Net Income: Net loss decreased by approximately 11% during the fiscal 2025 compared to fiscal 2024. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2025 Director Compensation
2025 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.
2025 Director Compensation
| (1) Annual Board Service Cash Retainer: $25,000 |
2025 Director Compensation
| (2) Additional Annual Equity Grant for Chairman of the Board: $120,000 in grant value in RSUs |
2025 Director Compensation
| (3) Additional Annual Cash Retainers for Committee Chair Service: $15,000 for Audit, $10,000 for Compensation and $10,000 for Nominating |
2025 Director Compensation
| (4) Annual Equity Grant: $150,000 in grant value in RSUs |
2025 Director Compensation
The amounts in the table below reflect the aggregate compensation received under each of the director compensation programs as in effect for 2025. The following table sets forth certain information relating to the compensation for our non-employee directors for the last year:
Director Compensation Table
Director Compensation Table The table below summarizes the compensation paid to our non-employee directors for the fiscal year ended June 30, 2025:
Director Compensation Table
| Name and Principal Position (1) | Fees Earned or Paid in Cash ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Elizabeth Lowery | 35,000 | - | 199,050 | - | - | - | - | 234,050 | | Rick Fezell | - | - | 393,199 | - | - | - | - | 393,199 | | Sherif Marakby (2) | 25,000 | - | 199,050 | - | - | - | - | 224,050 | | Susan Yun Lee | 35,000 | - | 149,899 | - | - | - | - | 184,899 |
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 August 28, 2025, Sherif Marakby resigned from the Board, including as a member of the Company’s Audit Committee and Corporate Governance and Nominating Committee, effective September 15, 2025. |
OUR BOARD RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 1: ELECTION OF DIRECTORS PROPOSAL
OUR BOARD RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 1: ELECTION OF DIRECTORS PROPOSAL