|
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Outside directors may also receive stock option grants under the Company’s 2013 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”). Only non- employee directors of the Company or an affiliate of such directors (as defined in the Internal Revenue Code of 1986, as amended from time to time, hereinafter the “Code”) are eligible to receive options under the Directors’ Plan. Options granted under the Directors’ Plan are not intended to qualify as incentive stock options under the Code.
Options under the Directors’ Plan have either a ten-year or seven-year term depending on the grant; however, each option will terminate prior to the expiration date if the optionee’s service as a non-employee director, or, subsequently, as an employee, of the Company terminates. All options issued pursuant to the Directors’ Plan vest at a rate of 1/36 per month for 36 months following the date of the grant of the option, or in the event the grant was delayed pending compliance by the Company with certain securities law requirements, the date from which the grant was delayed.
The table below shows the compensation paid to the Company’s non-employee directors during 2025.
| |
|
Director Compensation
|
|
|
Name
|
|
Fees earned or
paid in cash ($)
|
|
|
Option
awards
|
|
|
Total
($)
|
|
|
William Mayer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
William R. Hambrecht
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
George Hambrecht
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Michael Huyghue
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Harold Bradley
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
| |
(1)
|
See note 8 to the Company audited Consolidated Financial statements included in Item 8 to this report for a description of the assumption underlying the calculation of grant date fair value. The options have a term of ten years, however the optionee’s options will expire 90 days after the optionee’s service to the Company terminates. The options vest over a four-year period at the rate of 1/10 on the date six months after the date of grant and 1/48 per month thereafter. The exercise price of stock options may not be less than 100% of the fair market value of the Common Stock subject to the option on the date of the grant.
|
| |
(2)
|
William Mayer Company’s Chairman of the Board of Directors effective March 25, 2021
|
| |
(3)
|
George Hambrecht, Michael Huyghue, and Harold Bradley were appointed to the Company Board of Directors effective March 25, 2021.
|
PART III – (Continued)
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows that, for the fiscal year ended December 31, 2025, the Company’s Chief Executive Officer or the Company’s Chief Financial Officer received any compensation.
|
NAME AND
PRINCIPAL
POSITION
|
YEAR
|
|
SALARY
($)
|
|
|
BONUS
|
|
|
OPTION
AWARDS
|
|
|
NON-
EQUITY
INCENTIVE
PLAN
|
|
|
OTHER
COMPENSATION
($)
|
|
|
TOTAL
|
|
|
William R. Hambrecht
Chief Executive Officer
|
2025
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
-
|
|
|
|
--
|
|
|
Robert Hambrecht
Chief Financial Officer (2)
|
2025
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
| |
(1)
|
See note 8 to the Company audited Consolidated Financial statements included in Item 8 to this report for a description of the assumption underlying the calculation of grant date fair value. The options have a term of seven years, however the optionee’s options will expire 90 days after the optionee’s service to the Company terminates. The options vest over a three-year period at the rate of 1/36 per month.
|
| |
(2)
|
Mr. Hambrecht was appointed as the Company’s Chief Financial Officer effective December 22, 2023. Previously, Mr. Eugene Yates had held the position since March 25, 2021. On February 5, 2024, 50,000 Stock Options were granted to Mr. Hambrecht at an exercise price of $2.00 per share.
|
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
Option Awards
|
Name
|
|
Number of
securities
|
|
|
Number of
securities
|
|
|
Option
exercise
price
|
|
Option
expiration
date
|
|
(a)
|
|
unexercised
options (#)
exercisable
(b)
|
|
|
unexercised
options (#)
unexercisable
(c)
|
|
|
(e)
|
|
(f)
|
|
William R. Hambrecht
|
|
|
25,000 |
|
|
|
|
|
|
$ |
1.99 |
|
4/30/2028
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Hambrecht (1)
|
|
|
23,288 |
|
|
|
26,712 |
|
|
$ |
2.00 |
|
2/5/2030
|
See the Summary Compensation Table for information regarding vesting.
| |
(1)
|
Mr. Robert Hambrecht was granted 50,0000 options in January 14, 2024 at an option exercise price of $2.00 per share, with an expiration date of February 5, 2030.
|
PART III – (Continued)
ADDITONAL EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information regarding shares of common stock that may be issued upon exercise of stock options under the Company's updated Equity Incentive Plan as of December 31, 2025, which was the only plan or arrangement under which equity compensation was outstanding or could be awarded at that date.
|
Plan Category
|
|
A. Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants, and
rights
|
|
|
B. Weighted-
average exercise
price of
outstanding
options,
warrants, and
rights
|
|
|
C. Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities)
reflected in
column A)
|
|
|
Equity compensation plans
|
|
|
225,000 |
|
|
$ |
1.99 |
|
|
|
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
225,000 |
|
|
|
|
|
|
|
0 |
|
|