DEF 14A of Atlas Lithium Corp
Filed Apr 15, 2025 · FY20240001641172-25-004852
Our Board UNANIMOUSLY recommends that you vote “FOR”
Respectfully Submitted: Stephen R. Petersen, CFA (Chair) Ambassador Roger Noriega Cassiopeia Olson, Esq. PROPOSAL THREE: APPROVAL OF THE NON-EMPLOYEE DIRECTOR COMPENSATION In 2023, the Board determined that the annual compensation of the Company’s non-employee directors should consist of non-qualified stock options, granted at the beginning of each year, to purchase 10,000 shares of our common stock, at an exercise price of $0.0075 per share, with monthly vesting over a one year period (the “Annual Director Compensation”). Each of Ambassador Noriega, Ms. Olson, Mr. Petersen and Mr. Menck is eligible to participate in the Annual Director Compensation and was granted stock options in January 2025. These stock options will be cancelled if stockholder approval is not received. Our common stock is listed on the Nasdaq Stock Market LLC under the symbol “ATLX”. On April 1, 2025, the closing price of our common stock on the Nasdaq was $5.28 per share. In addition to the Annual Director Compensation, in connection with the appointment of Mr. Menck to the Board on August 16, 2024, the Board approved the issuance of 10,000 time-based restricted stock units (“RSUs”) to Mr. Menck, which vest monthly in six equal installments, beginning September 1, 2024, which were granted pursuant to the Company’s 2023 Stock Incentive Plan and approval for which is not being requested. New Plan Benefits Table –Annual Director Compensation
Our Board UNANIMOUSLY recommends that you vote “FOR”
Certain U.S. Federal Income Tax Consequences. No income is generally recognized by directors at the time a non-qualified stock option is granted. Generally (i) at exercise, ordinary income will be recognized by the director in an amount equal to the difference between the option exercise price and the fair market value of the Company’s common stock on the date of exercise, and the Company receives a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares acquired upon exercise have been held. OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE NON-EMPLOYEE DIRECTOR COMPENSATION. PROPOSAL FOUR: AMENDMENT OF THE 2023 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN At the Annual Meeting, stockholders are being asked to approve an amendment to the Company’s 2023 Stock Incentive Plan (the “Plan”) to increase the number of shares of our common stock reserved for issuance under the Plan by 1,000,000 shares (the “Plan Amendment”). The Board has determined that it is in the best interest of the Company and its stockholders to approve this proposal. Upon the recommendation of the Compensation Committee, the Board unanimously approved the Plan Amendment, subject to stockholder approval, and recommends that stockholders vote in favor of this proposal at the Annual Meeting. As of April 1, 2025, the number of shares remaining available for issuance under the Plan was 53,884, which does not allow the Company to use the Plan, and awards granted under the Plan, as an effective incentive and retention tool for its employees, officers, directors, and consultants. Absent sufficient equity incentives, we would need to consider additional cash-based incentives to provide competitive total compensation packages to attract, retain and motivate the talent that is critical to driving our success. Replacing equity incentives with payment of cash incentives would then reduce the cash available for our operations, the execution of our strategy and other corporate purposes. If stockholders approve this proposal, the Plan Amendment will become effective as of the date of stockholder approval. If stockholders do not approve this proposal, the Plan will continue to be administered in its current form and the share reserve will not be increased. Our executive officers and directors have an interest in this proposal by virtue of being eligible to receive equity awards under the Plan. The benefits or amounts to be received by or allocated to participants and the number of shares to be granted under the Plan cannot be determined at this time because the amount and form of grants to be made to any eligible participant in any year is determined at the discretion of the Board. The foregoing description of the Plan Amendment is qualified in its entirety by the terms of the Plan, as amended by the Amendment, a copy of which is attached to this Proxy Statement as Annex A. For additional information about the Plan, please refer to our Revised Definitive Information Statement on Schedule 14C filed with the SEC on June 5, 2023. OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” AMENDING THE 2023 STOCK INCENTIVE PLAN TO increase the number of shares of Common Stock reserved for issuance. EXECUTIVE OFFICERS The following table provides information regarding our executive officers, including their ages, as of the date of filing of this Proxy Statement:
Our Board UNANIMOUSLY recommends that you vote “FOR”
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Marc Fogassa, Chairman and | 2024 | - | - | 624,539(3) | 12,474,639(4) | 1,433,615(3) | 131,182 | 14,663,975 | | Chief Executive Officer | 2023 | - | - | 607,786(3) | 2,133,410(5) | 624,539(3) | 34,645 | 3,400,200 | | Tiago Moreira, Chief Financial Officer | 2024 | 101,855(6) | | 466,912(7) | - | 18,000(6) | 6,932 | 593,699 | | Gustavo Aguiar, | 2024 | 103,861(8) | - | - | - | 93,000(9) | 51,601 | 248,462 | | Former Chief Financial Officer | 2023 | 133,692(8) | - | - | - | 47,520(9) | 3,476 | 184,688 | | Igor Tkachenko, VP, Corporate Strategy | 2024 | 420,000(10) | - | - | - | - | - | 420,000 | | | 2023 | 210,000(10) | - | 4,234,498(11) | - | - | - | 4,444,498 | | Brian Talbot, former Chief Operating Officer and director | 2024 | 275,000(12) | - | 615,792(13) | - | - | - | 890,792 |
Our Board UNANIMOUSLY recommends that you vote “FOR”
| Name | Fees Earned or Paid in Cash ($) | Stock Compensation ($)(1) | Option Compensation ($)(1) | Total ($) | | Ambassador Roger Noriega | - | - | $312,705(2) | $312,705 | | Cassiopeia Olson, Esq. | - | $- | $312,705(2) | $312,705 | | Stephen R. Petersen, CFA | - | $- | $312,705(2) | $312,705 | | Rodrigo Menck | - | $103,700(3) | $- | $103,700 |
Our Board UNANIMOUSLY recommends that you vote “FOR”
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(3) | Net Loss ($)(4) | | 2024 | $14,663,975 | $8,133,828 | $538,238 | $179,152 | $111.05 | $44,413,222 | | 2023 | $3,400,200 | $3,400,200 | $1,711,915 | $3,193,184 | $548.77 | $41,990,016 | | 2022 | $1,310,310 | $1,310,310 | $385,176 | $450,468 | $122.81 | $4,628,520 |
Our Board UNANIMOUSLY recommends that you vote “FOR”
| (2) Amounts represent Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our non-PEO NEOs for the relevant fiscal year. To calculate the Compensation Actually Paid, the following adjustments were made to the amounts reported in the Total column of the Summary Compensation Table for the applicable fiscal year, as shown in the tables below. |
Our Board UNANIMOUSLY recommends that you vote “FOR”
| Compensation Actually Paid to PEO | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $14,663,975 | $3,400,200 | $1,310,310 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $13,099,178 | $2,741,196 | $921,165 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $0 | $0 | $0 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | $6,569,031 | $2,741,196 | $921,165 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $0 | $0 | $0 | | Plus (less), change in fair value from fiscal year end until the vesting date of equity awards granted in prior years that vested in the year | $0 | $0 | $0 | | Less, the year-end fair value of equity awards granted in prior years that failed to meet the vesting conditions in the year | $0 | $0 | $0 | | Plus, the dollar value of dividends or other earnings on awards during the year | $0 | $0 | $0 | | Compensation Actually Paid to the PEO | $8,133,828 | $3,400,200 | $1,310,310 |
Our Board UNANIMOUSLY recommends that you vote “FOR”
| Average Compensation Actually Paid to Non-PEO NEOs | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $538,238 | $1,711,915 | $385,176 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $270,676 | $1,466,386 | $247,275 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $63,300 | $1,389,205 | $297,567 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | $380,875 | $995,697 | $15,000 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(98,061) | $516,063 | $0 | | Plus (less), change in fair value from fiscal year end until the vesting date of equity awards granted in prior years that vested in the year | $(102,104) | $46,690 | $0 | | Less, the year-end fair value of equity awards granted in prior years that failed to meet the vesting conditions in the year | $332,420 | $0 | $0 | | Plus, the dollar value of dividends or other earnings on awards during the year | $0 | $0 | $0 | | Compensation Actually Paid to the Non-PEO NEOs | $179,152 | $3,193,184 | $450,468 |