Item 10. Directors, Executive Officers and Corporate Governance
Directors
The following table sets forth certain information
regarding our directors as of April 29, 2022:
| Name |
|
Age |
|
Position |
| Nicholaus Rohleder |
|
28 |
|
Interim Chairman of the Board (1)(2) |
| Anthony Fuller |
|
64 |
|
Chief Executive Officer and Director |
| Robert A. Graham |
|
62 |
|
Director (1)2)(3) |
| Harriet Hentges |
|
81 |
|
Director (2)(3) |
| Walter Littlejohn |
|
52 |
|
Director ((1)2)(3) |
| (1) |
Member of the Audit Committee |
| (2) |
Member of the Nominating and Corporate Governance Committee |
| (3) |
Member of the Compensation Committee |
Nicholaus Rohleder, 28, Interim Chairman, Independent
Director - Mr. Rohleder joined Renovare as Director in June 2020 and was appointed interim chairman on March 19, 2022
following the resignation of Frank E. Celli as chairman and director. Mr. Rohleder is presently and since November 2021 the
Co-Founder of Climate Commodities, a trading and investment firm based in Dallas, TX. Mr. Rohleder is also presently and since July 2019
the Co-Founder and Co-Chief Investment Officer of New American energy, an energy transition hedge fund based in Dallas, TX. Rohleder also
serves, since August 2021, as an Advisory Board Member at Clean Earth Acquisitions Corp, a special purpose acquisition company focused
on climate technology and the energy transition; since August 2021, as an Independent Director at EnergyLink, an energy service company;
since March 2021, as an Independent Director at American Hydrogen, a hydrogen generation and storage technology company; and since
January 2020 as an Independent Director at Ardour Capital, a climate technology focused investment bank.
Mr. Rohleder received a Master of Public
Administration with a concentration in Economic and Environmental policy from the University of Pennsylvania, a Master of Environmental
Studies with a concentration in Environmental Engineering and Technology from the University of Pennsylvania, and a Master of Science
with a concentration in Environmental Finance from Columbia University.
Tony Fuller, 64, Chief Executive Officer, Director
- Mr. Fuller joined Renovare as a Director in February 2017 and became its Chief Administrative Officer effective March 1, 2020 and
effective November 5, 2020 its Chief Executive Officer. Prior to joining the Board, Mr. Fuller spent nearly thirty years as an executive
of Wal-Mart Stores, Inc. (“Walmart”) most recently as Senior Vice President where he served until August 2013. During that
time, Mr. Fuller led Real Estate Operations, Maintenance, Energy, and Distribution Center Development for Walmart’s global portfolio
of properties. During that period, Walmart’s portfolio grew from under 1,000 stores in 20 states in the United States, to over 10,000
stores in all fifty states, and 23 countries around the world with capital investment reaching $2 billion per year. In addition, Mr. Fuller
led the Global Procurement function, served on the Global Sustainability Steering Committee, and served as the chairman of both the Real
Estate Transaction Committee and the Real Estate Finance Committee. Simultaneously therewith and since 2006, Mr. Fuller has been a member
of REAP (Real Estate Associate Program), an organization opening opportunities for minorities in commercial real estate and from 2006
to 2014, Mr. Fuller served on its Board.
Mr. Fuller has served as a member of the Board
of Advisors of Global Healthcare Capital, LLC, a leading healthcare investor and asset manager for opportunities in the US, Europe, Asia
and Australia. Mr. Fuller received his BS in Agricultural Economics from Arkansas State University and his JD from the University of Arkansas.
Robert A. Graham, 62, Independent Director
- Mr. Graham joined Renovare as a Director in October 2013. Simultaneously therewith since 2019 Mr. Graham has been
President of Cavan Road Capital and from 2010 to 2019, Mr. Graham served as Managing Director of the Management Company of Penn Venture
Partners, L.P.
Mr. Graham has over 30 years of operational
and financial executive management experience including extensive experience in the acquisitions and sales of companies. Prior thereto
and from 2008 to 2010, Mr. Graham served as President of RG Consulting, a financial and management consulting company. Prior thereto
and from 2001 to 2008, Mr. Graham served eight years as President and Chief Executive Officer of Dorland Healthcare Information.
He also served as the Executive Vice-President and Chief Financial Officer of Broadreach Consulting from 1998 to 2000 and was Vice President
of Finance and Chief Operating Officer of Legal Communications, Ltd. from 1989 to 1998. He started his career in the finance department
of Transport International Pool where he held various financial positions, the final of which was as Assistant Controller before he left
in 1988. He received his Master of Business Administration with a concentration in Finance from Saint Joseph’s University and a
B.A. from LaSalle University.
Harriet Hentges, 81, Independent Director -
Ms. Hentges joined Renovare as a Director in August 2015. She simultaneously serves as the president of Hentges Associates,
an advisory firm on sustainability for the consumer goods, retail and tourism industries. Prior to starting Hentges Associates in 2014,
she was a principal in Hentges Kahn & Strauss (HKS) LLC, a consulting practice for food producers, manufactures and grocery retailers
aimed at fostering a more sustainable food system. Ms. Hentges has held key posts in strategy development and implementation at Sears
Roebuck, Wal-Mart and Ahold USA. She was part of the initial sustainability team at Walmart and directed the U.S. sustainability strategy
for Ahold USA, a subsidiary of the Ahold of the Netherlands. She is a partner in the Sustainable Tourism Group, an investment for East
Africa.
Ms. Hentges received a doctorate in International
Economics from Johns Hopkins University.
Walter Littlejohn III, 51, Independent
Director - Mr. Littlejohn joined Renovare as Director in July 2020 and has most recently been from March 2020
through January 2022 Senior Vice President and Managing Director of Crystal River Cruises, a Miami Florida based division of Crystal Cruises
and served as its Vice President and Managing director from June 2016 until his appointment as Senior Vice President. Prior to joining
Crystal Cruises and from March 2012, Mr. Littlejohn was Vice President – Reservations with AmaWaterways, a Calabasas California
based river cruise line. Prior thereto Mr. Littlejohn held various management positions with Expedia, Chartwell Vacations and Carnival
Cruise Lines. Mr. Littlejohn received a Bachelor of Science in Economics from the Warton School of the University of Pennsylvania.
Management
The following table sets forth certain information regarding our executive
officers as of April 29, 2022:
| Name |
|
Age |
|
Position |
| Anthony Fuller |
|
64 |
|
Chief Executive Officer |
| Brian C. Essman |
|
63 |
|
Executive Vice President, Chief Financial Officer and Assistant Secretary |
Anthony Fuller’s biography is set forth under the heading “Directors”,
above.
Brian C. Essman, 63, Chief Financial Officer
- Mr. Essman joined Renovare in November 2015 as its Chief Financial Officer. Prior thereto, from 1997 through 2014, Mr. Essman
held various senior executive management positions with Data Communiqué, Inc. a Havas company where he most recently held
the position of Chief Executive Officer. From 2004 to 2007, Mr. Essman was Data Communiqué’s Chief Operating Officer
/ Chief Financial Officer and from 1997 to 2004 was the Chief Financial Officer. Prior thereto, Mr. Essman was the Chief Financial
Officer at a Fidelity Investments Private Equity operating company and a Senior Manager and CPA at PricewaterhouseCoopers.
Mr. Essman graduated with a BS in Accounting
with High Honors from Boston College’s School of Management.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires
our directors, officers, and persons that own more than 10 percent of a registered class of our company’s equity securities to file
reports of ownership and changes in ownership with the SEC. Directors, officers, and greater than 10 percent stockholders are required
by SEC regulations to furnish our company with copies of all Section 16(a) forms they file.
Based solely upon our review of the copies of
such forms filed electronically with the SEC during the fiscal year ended December 31, 2021, we believe that each person who, at
any time during such fiscal year, was a director, officer, or beneficial owner of more than 10 percent of our Common Stock complied with
all Section 16(a) filing requirements during such fiscal year ended December 31, 2021.
Corporate Governance
Our Board of Directors is committed to sound and
effective corporate governance practices. The Company maintains formal corporate governance standards. The Company has reviewed internally
and with the Board of Directors the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the rules of
the SEC and the Nasdaq’s corporate governance listing standards regarding corporate governance policies and processes and is in
compliance with such rules and listing standards. The Company has adopted charters for its Audit Committee, Compensation Committee
and Nominating and Policies Committee. You can access all of these documents on: http:// https://investors.renovareenv.com/committee-charters
on Company’s website, http://www.renovareenv.com, or by writing to us at Renovare Environmental, Inc., 80 Red Schoolhouse
Road, Chestnut Ridge, New York 10977, Attention: Secretary.
The Company’s management and our Board of
Directors reviewed our corporate governance practices in light of the Sarbanes-Oxley Act of 2002. Based on that review, the Board of Directors
maintains codes of ethics and conduct, corporate governance guidelines, committee charters, complaint procedures for accounting and auditing
matters and an Audit Committee pre-approval policy.
Board Leadership Structure
The Company believes that board independence is
an important aspect of corporate governance and four members of its Board of Directors are independent. In addition, our independent directors
hold periodically scheduled meetings, at which only independent directors are present. The Board of Directors believes that this leadership
structure is appropriate for our Company, given the size and scope of our business, the experience and active involvement of our independent
directors and our corporate governance practices, which include regular communication with and interaction between and among the Directors,
including independent directors, and the Chief Executive Officer and the Chief Financial Officer.
Board Role in Risk Oversight
Management is responsible for the day-to-day management
of risks the Company faces, while the Board of Directors, as a whole and through its committees, provides risk oversight. In its risk
oversight role, the Board of Directors must satisfy itself that the risk management processes designed and implemented by management are
adequate and functioning as designed, including assessing major risk factors relating to the Company and its performance, and reviewing
measures to address and mitigate risks. While the full Board of Directors is charged with overseeing risk management, various committees
of the Board of Directors and members of management also have responsibilities with respect to our risk oversight. In particular, the
Audit Committee plays a large role in monitoring and assessing our financial, legal and operational risks, and receives regular reports
from the management team regarding comprehensive organizational risk as well as particular areas of concern.
Director Independence
The Board of Directors has evaluated each of its
directors’ independence from Renovare based on the definition of “independence” established by NASDAQ and has determined
that Messrs. Graham, Littlejohn and Rohleder, and Ms. Hentges are independent directors. Effective with Mr. Fuller’s
appointment as Chief Administrative officer on March 1, 2020, Mr. Fuller while an independent director prior thereto, is no
longer an independent director. In its review of each director’s independence from the Company, the Board of Directors reviewed
whether any transactions or relationships currently exist or existed during the past year between each director and the Company and its
subsidiaries, affiliates, equity investors or independent registered public accounting firm. The Board of Directors also examined whether
there were any transactions or relationships between each director and members of the senior management of the Company or their affiliates.
Stockholder Communications
Stockholders may send communications to our Board
of Directors or any committee thereof by writing to the Board of Directors or any committee thereof at Renovare Envirnmental, Inc.,
Attention: Secretary, 80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977. The Secretary will distribute all stockholder
communications to the intended recipients and/or distribute to the entire Board of Directors, as appropriate.
In addition, stockholders may also contact the
non-management directors as a group or any individual director by writing to the non-management directors or the individual director,
as applicable, at Renovare Environmental, Inc., 80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977.
Complaint Procedures
Complaints and concerns about accounting, internal
accounting controls or auditing or related matters pertaining to the Company may be submitted by writing to the Chairman of the Audit
Committee as follows: Renovare Environmental, Inc., Attention: Chairman of the Audit Committee, 80 Red Schoolhouse Road, Suite 101,
Chestnut Ridge, NY 10977. Complaints may be submitted on a confidential and anonymous basis by sending them in a sealed envelope marked
“Confidential.”
Code of Ethics
The Company has adopted a policy statement entitled
Code of Ethics that applies to its chief executive officer and senior financial officers and staff. In the event that an amendment to,
or a waiver from, a provision of the Code of Ethics is made or granted, the Company has posted such information on its web site, www.renovareenv.com.
Audit Committee
The Audit Committee is responsible for the oversight
and evaluation of (i) the qualifications, independence and performance of our independent auditors; (ii) the performance of
our internal audit function; and (iii) the quality and integrity of our financial statements and the effectiveness of our internal
control over financial reporting. In addition, the Audit Committee recommends to the Board of Directors the appointment of independent
auditors and analyzes the reports and recommendations of such auditors. The Audit Committee also assesses major risk factors relating
to the Company and its performance, and reviews measures to address and mitigate financial, legal and operational risks.
Our Audit Committee is currently comprised of
Messrs. Graham, Rohleder and Littlejohn, with Mr. Graham serving as the Chairman. The Board of Directors has determined that
Mr. Graham qualifies as an audit committee financial expert (as such term is defined under the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated thereunder) and that his service on the audit committees of more than two other public companies
does not impair his ability to effectively serve on the Company’s Audit Committee. All of the members of the committee have been
determined by the Board of Directors to be independent of the Company based on NASDAQ’s definition of “independence”.
Compensation Committee
The Compensation Committee reviews recommendations
for executive compensation, including incentive compensation and stock incentive plans and makes recommendations to the Board of Directors
concerning levels of compensation of our executive officers and other key managerial personnel as well as the adoption of incentive and
stock plans.
The Compensation Committee has the authority to
retain or obtain advice from, as well as determine the appropriate compensation of, such compensation consultants, outside counsel and
other advisors as the Compensation Committee, in its sole discretion, may deem appropriate.
Our Compensation Committee is currently comprised
of Messrs. Littlejohn and Graham and Ms. Hentges, with Ms. Hentges serving as the Chairman. All of the members of the committee
have been determined by the Board of Directors to be independent of the Company based on NASDAQ’s definition of “independence”.
The Compensation Committee does not formally meet on a regular basis, but only as circumstances require.
Nominating and Governance Committee
The Nominating and Governance Committee, which
was established during 2017, reviews and evaluates the size, composition, functions and duties of the Board and establishes the criteria
for the selection of candidates to the Board and its committees and makes recommendations to the Board for director nominees and appointments
to committees. The Nominating and Governance Committee also develops and recommends to the Board the Corporate Governance Guidelines for
the Company and oversees compliance with such Guidelines.
The Nominating and Governance Committee has the
authority to retain or obtain advice from, as well as determine the appropriate compensation of, such compensation consultants, outside
counsel and other advisors as the Nominating and Governance Committee, in its sole discretion, may deem appropriate.
Our Nominating and Governance Committee is
currently comprised of Messrs. Littlejohn and Graham, and Ms. Hentges. The committee has not appointed a chairman since
the resignation of James Chambers as a director on March 21, 2022. All of the members of the committee have been determined by
the Board of Directors to be independent of the Company based on NASDAQ’s definition of “independence”. The
Nominating and Governance Committee does not formally meet on a regular basis, but only as circumstances require.
Board Diversity
We seek diversity in experience, viewpoint, education,
skill, and other individual qualities and attributes to be represented on our Board of Directors. We believe directors should have various
qualifications, including individual character and integrity; business experience; leadership ability; strategic planning skills, ability,
and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills;
and the ability and willingness to devote time to our company. We also believe the skill sets, backgrounds, and qualifications of our
directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints,
perspectives, knowledge, and abilities. Nominees are not to be discriminated against on the basis of race, religion, national origin,
sex, sexual orientation, disability, or any other basis proscribed by law. Of the five present Directors, one identifies as non-white,
one as a female and one of native American heritage. The assessment of prospective directors is made in the context of the perceived needs
of our Board of Directors from time to time.
All of our directors have experience in dealing
with complex issues. We believe that all of our directors are individuals of high character and integrity, are able to work well with
others, and have committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the
description of each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experiences.
Board and Committee Meetings and Actions
Our Board of Directors held a total of six meetings
during the fiscal year ended December 31, 2021. During the fiscal year ended December 31, 2021, the Audit Committee held two
meetings; the Compensation, and Nominations and Corporate Governance Committees had no formal meetings. During the fiscal year ended December 31,
2021, the Board of Directors acted by unanimous written consent three times and the Nominating and Governance Committee acted by unanimous
written consent one time. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board of
Directors and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she was a member.
Compensation of Directors
At this time, directors receive no cash remuneration
for their services as directors of the Company. The Company reimburses directors for expenses incurred in their service to the Board of
Directors. Stock based compensation to directors is presented below.
Compensation of Directors for the Each of the Years in the Two Year
Period Ended December 31, 2021
| Name | |
| | |
Fees
Earned or
Paid in
Cash | | |
Stock
Awards | | |
Option
Awards | | |
Non-Equity
Incentive Plan
Compensation | | |
All
Other
Compensation | | |
Total | |
| (a) | |
| | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(g) | | |
(h) | |
| Frank
E. Celli(1) | |
| 2021 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| | |
| 2020 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| James
D. Chambers(3)(7)(8) | |
| 2021 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| 2020 | | |
| - | | |
| 54,054 | | |
| - | | |
| - | | |
| - | | |
| 54,054 | |
| Tony
Fuller(2)(3)(6)(7) | |
| 2021 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| 2020 | | |
| - | | |
| 54,054 | | |
| - | | |
| - | | |
| - | | |
| 54,054 | |
| Robert
A. Graham(3)(7) | |
| 2021 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| 2020 | | |
| - | | |
| 54,054 | | |
| - | | |
| - | | |
| - | | |
| 54,054 | |
| Harriet
Hentges(3)(7) | |
| 2021 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| 2020 | | |
| - | | |
| 54,054 | | |
| - | | |
| - | | |
| - | | |
| 54,054 | |
| Walter
Littlejohn III(4) | |
| 2021 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| 2019 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Nicholause
Rohleder(5) | |
| 2021 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| 2019 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Douglas
VanOort(3)(6)(7) | |
| 2021 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| 2020 | | |
| - | | |
| 54,054 | | |
| - | | |
| - | | |
| - | | |
| 54,054 | |
| |
(1) |
Mr. Celli was the CEO through November 5, 2020 and has not received compensation as a director. In connection with Frank E. Celli’s resignation as Chief Executive Officer effective November 5, 2020, Mr. Celli and the Company agreed to continue Mr. Celli’s compensation at the level of $150,000 on annual basis, plus retain certain Company-wide fringe benefits during a transitionary period, which is reflected in the disclosure of compensation to the Company’s principal officers. Mr. Celli resigned as a director on March 18, 2022. |
| |
(2) |
Mr. Fuller became a director on February 6, 2017 and became the Company’s Chief Administrative Officer effective March 1, 2020 and its Chief Executive Officer effective November 5, 2020. The compensation resulting from Mr. Fuller’s employment by the Company is reflected in the disclosure of compensation to the Company’s principal officers. |
| |
(3) |
Each of the Director Chambers, Fuller, Graham, Hentges and VanOort were granted 20,000 restricted stock units vesting 1/3rd June 6, 2019, 2020 and 2021. The market price of the underlying common shares on the date of the grants, June 7, 2018 was $3.68 per share. Mr. VanOort resigned as a Director of Renovare effective January 12, 2021. |
| |
(4) |
Mr. Littlejohn joined Renovare as Director in July 2020. |
| |
(5) |
Mr. Rohleder joined Renovare as Director in June 2020. |
| |
(6) |
Mr. VanOort resigned as a Director of Renovare effective January 12, 2021. |
| |
(7) |
Each of the Director Chambers, Fuller, Graham, Hentges and VanOort were granted 27,027 restricted stock units vesting ½ on June 30, 2020 and ½ on January 30, 2021. The market price of the underlying common shares on the date of the grants, January 30, 2020 was $2.00 per share. Mr. VanOort resigned as a Director of Renovare effective January 12, 2021. |
| |
(8) |
Mr. Chanbers resigned as Director on March 21, 2022. |
Item 11. Executive Compensation
The following table sets forth all of the compensation
awarded to, earned by or paid to (i) each individual serving as the Company’s principal executive officer during the last two
completed fiscal years ending December 31, 2021 and 2020.
| | |
| | |
| | |
| | |
Equity | | |
Option | | |
All
Other | | |
| |
| Name
and Principal Position | |
Year | | |
Salary | | |
Bonus | | |
Awards | | |
Awards | | |
Compensation | | |
Total | |
| Tony
Fuller(1) | |
| 2021 | | |
$ | 217,500 | | |
| — | | |
$ | — | | |
$ | — | | |
| — | | |
$ | 217,500 | |
| (Chief
Executive Officer) | |
| 2020 | | |
| 79,167 | | |
| — | | |
| 28,980 | | |
| — | | |
| — | | |
| 108,147 | |
| Frank
E. Celli(2) | |
| 2021 | | |
| 150,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 150,000 | |
| (Former
Chief Executive Officer) | |
| 2020 | | |
| 156,250 | | |
| — | | |
| 44,835 | | |
| — | | |
| — | | |
| 201,085 | |
| Robert
A. Joyce(3) | |
| 2021 | | |
| 103,432 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 103,432 | |
| (Chief
Operating Officer) | |
| 2020 | | |
| 113,958 | | |
| — | | |
| 210,525 | | |
| — | | |
| — | | |
| 324,483 | |
| Brian
C. Essman(4) | |
| 2021 | | |
| 210,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 210,000 | |
| (Chief
Financial Officer) | |
| 2020 | | |
| 210,000 | | |
| — | | |
| — | | |
| 20,000 | | |
| — | | |
| 230,000 | |
The following tables set forth for each named
executive officer certain information concerning the outstanding option awards as of December 31, 2021.
| | |
| | |
| | |
| | |
| | |
Exercise | | |
| |
| Name | |
Grant
Date | | |
Exercisable | | |
Unexercisable | | |
Unearned | | |
Price | | |
Expiration | |
| Tony
Fuller(1) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Frank
E. Celli(2) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Robert
A. Joyce(3) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Brian
C. Essman(4) | |
| 1/30/2020 | | |
| 10,000 | | |
| — | | |
| — | | |
$ | 2.00 | | |
| 1/30/2030 | |
The following tables set forth for each named
executive officer certain information concerning the outstanding stock awards as of December 31, 2021.
| | |
| Equity Incentive Plan Awards – Stock
Awards | |
| Name | |
| Number
of
Unearned
Shares, Units or
Other
Rights that Have
Not
Vested | | |
| Market Value of
Shares,
Units or Other
Rights
that Have Not
Vested | |
| Tony Fuller(1) | |
| — | | |
$ | — | |
| Frank E. Celli(2) | |
| — | | |
| — | |
| Robert A. Joyce(3) | |
| — | | |
| — | |
| Brian C. Essman(4) | |
| — | | |
| — | |
The following table sets forth for each named
executive officer certain information concerning exercised equity awards during the year ended December 31, 2021.
| | |
| Option Awards | | |
| Stock Awards | |
| Name | |
| Number
of
Shares
Acquired on
Exercise | | |
| Value
Realized | | |
| Number
of
Shares
Acquired in
Vesting | | |
| Value
Realized
on Vesting | |
| Tony
Fuller(1) | |
| — | | |
| — | | |
| — | | |
$ | — | |
| Frank
E. Celli(2) | |
| — | | |
| — | | |
| — | | |
| — | |
| Robert
A. Joyce(3) | |
| — | | |
| — | | |
| — | | |
| — | |
| Brian
C. Essman(4) | |
| — | | |
| — | | |
| — | | |
| — | |
| (1) |
Mr. Fuller, who has been a director since February 2017 was appointed the Company’s Chief Administrative Officer March 1, 2020 and the Company’s Chief Executive Officer November 5, 2020. The tables above represent compensation, outstanding equity awards and exercised equity awards resulting from his employment by the Company. Equity awards resulting from his director position with the Company are reflected in the disclosures related to directors. In addition to the cash salary above, during the period from April 1, 2020 to August 14, 2020, Mr. Fuller participated in a cash salary deferral plan along with other officers of the Company through which Mr. Fuller was granted 23,184 Restricted Stock Units that vested on August 20, 2020. |
| (2) |
Appointed August 6, 2015. Mr. Celli was Chief Executive Officer and an owner of BioHiTech America, LLC, the predecessor company to Renovare Environmental, Inc. and continued in his executive role with the Company through November 5, 2021, the effective date of Mr. Celli’s resignation as Chief Executive Officer. Mr. Celli continued as an employee in a transitionary capacity working with Mr. Fuller, and others as needed, during the transition with an annual salary of $150,000 during the period. Mr. Celli resigned his roles with the Company on March 18, 2022. During the period from April 1, 2020 to August 14, 2020, Mr. Celli participated in a cash salary deferral plan along with other officers of the Company through which Mr. Celli was granted 35,027 Restricted Stock Units that vested on August 20, 2020. |
| (3) |
Appointed August 6, 2015. Mr. Joyce was executive Chief Operating Officer and an owner of BioHiTech America, LLC, the predecessor company to Renovare Environmental, Inc. and continued in his executive role with the Company. Mr. Joyce resigned his position on March 24, 2022, prior thereto Mr. Joyce started reducing his active role effective October 1, 2021. During the period from April 1, 2020 to August 14, 2020, Mr. Joyce participated in a cash salary deferral plan along with other officers of the Company through which Mr. Joyce was granted 47,285 Restricted Stock Units that vested on August 20, 2020. In addition, Mr. Joyce was granted 75,000 RSUs on January 30, 2020 that vested over a one-year term. |
| (4) |
Appointed Chief Financial Officer November 2, 2015. On January 30, 2020 Mr. Essman was awarded 10,000 non-qualified options that vest over a one-year term. During 2020, Mr. Essman drew down 102,500 restricted stock units at a market price of $2.00 per share. |
Summary of Executive Compensation Plans
Key Employee Incentive Compensation
The Company has an incentive compensation plan
for certain key employees. The incentive compensation plan provides for annual bonus payments based upon achievement of certain corporate
objectives as determined by the Company’s Board of Directors. There were no awards during the years ended December 31, 2021 and
2020 pursuant to the incentive compensation plan.
2015 Equity Incentive Plan
On August 3, 2015, the Board and a majority
of the Company’s shareholders adopted the BioHiTech Global, Inc. 2015 Equity Incentive Plan (“2015 Plan”). The
Company has reserved 750,000 shares of common stock for issuance under the terms of the Company’s 2015 Incentive Plan. On July 23,
2020 the common shareholders approved an increase of 500,000 shares available to the 2015 Plan, resulting in a total of 1,250,000 shares
being reserved for the 2015 Plan. The 2015 Plan is intended to promote the interests of the Company by attracting and retaining employees,
including key employees, consultants, directors, officers and independent contractors (collectively referred to as the “Participants”),
and enabling such Participants to participate in the long-term growth and financial success of the Company. Under the 2015 Plan, the Company
may grant stock options, which are intended to qualify as “incentive stock options” under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Incentive Stock Options”), non-qualified stock options (the “Nonqualified Stock
Options”), stock appreciation rights (“SARs”) restricted stock units (“RSUs”) and restricted stock awards
(the “Restricted Stock Awards”), which are restricted shares of common stock (the Incentive Stock Options, the Nonqualified
Stock Options, the SARs, RSUs and the Restricted Stock Awards are collectively referred to as “Incentive Awards”). Incentive
Awards may be granted pursuant to the 2015 Plan for 10 years from the Effective Date.
2017 Executive Equity Incentive Plan
On January 25, 2017 the Board, subject
to future shareholder approval, which was granted on June 7, 2017, adopted the BioHiTech Global 2017 Executive Equity Incentive
Plan (“2017 Plan”) to encourage and enable selected, eligible Directors and Executive Officers of the Company and its
Affiliates to acquire or to increase their holdings of Common Stock and other equity-based interests in the Company in order to
promote a closer identification of their interests with those of the Company and its shareholders, and to provide flexibility to the
Company in its ability to motivate, attract and retain the services of Participants upon whose judgment, interest and special effort
the successful conduct of its operation largely depends. These purposes may be carried out through the granting of Awards to
selected Participants, including the granting of Options in the form of Incentive Stock Options and/or Nonqualified Options; SARs in
the form of Freestanding SARs and/or Related SARs; Restricted Awards in the form of Restricted Stock Awards and/or Restricted Stock
Units; and/or Other Stock-Based Awards. The 2017 Plan initially allowed for the maximum aggregate number of shares of common stock
that may be issued pursuant to awards granted initially shall not exceed 1,000,000 shares. On July 23, 2020 the common
shareholders approved an increase of 500,000 shares available to the 2017 Plan, resulting in a total of 1,750,000 shares being
reserved for the 2017 Plan.
Compensation Objectives
We believe that the compensation programs for
the Company’s executives should reflect the Company’s performance and the value created for the Company’s stockholders.
In addition, the compensation programs should support the short-term and long-term strategic goals and values of the Company and should
reward individual contributions to the Company’s success. Our compensation plans are consequently designed to link individual rewards
with Company’s performance by applying objective, quantitative factors including the Company’s own business performance and
general economic factors. We also rely upon subjective, qualitative factors such as technical expertise, leadership and management skills,
when structuring executive compensation in a manner consistent with our compensation philosophy.
Determination of Compensation
The Company’s executive compensation program
for the named executive officers (NEOs) is administered by the Compensation Committee of the Board of Directors. The Committee makes independent
decisions about all aspects of executive compensation, and takes into account compensation data and benchmarks for comparable positions
and companies in different applicable geographical areas.
Employment Agreements
Effective October 4, 2013, the Company and
Frank E. Celli, its Chief Executive Officer agreed that Mr. Celli would serve as Chief Executive Officer at an annual salary of $200,000,
increased to $300,000 effective March 1, 2016, and would be eligible for participation in equity incentive plans, when formed, and
a discretionary performance bonus. Mr. Celli will also receive customary benefits including health, life and disability insurance
benefits. The agreement was for an initial three-year period that automatically renews for additional one-year periods. Effective November 5,
2021, Mr. Celli resigned as Chief Executive Officer and continues as an employee in a transitionary capacity working with Mr. Fuller,
and others as needed during the transition with an annual salary of $150,000 during the period, which ended on March 18, 2022. During
the period from April 1, 2020 to August 14, 2020, Mr. Celli participated in a cash salary deferral plan along with other
officers of the Company through which Mr. Celli was granted 35,027 Restricted Stock Units that vested on August 20, 2020.
Effective March 1, 2020, the Company and
Tony Fuller, a Director, agreed that Mr. Fuller would serve as Chief Administrative Officer at an annual salary initially starting
at $50,000 increasing to $150,000 effective July 1, 2020. Mr. Fuller will be eligible for participation in equity incentive
plans and receive customary benefits including health, life and disability insurance benefits. During the period from April 1, 2020
to August 14, 2020, Mr. Fuller participated in a cash salary deferral plan along with other officers of the Company through
which Mr. Fuller was granted 23,184 Restricted Stock Units that vested on August 20, 2020. Upon Mr. Fullers appointment
as Chief Executive Officer his cash salary was increased to $240,000 per year.
Effective October 4, 2013, the Company and
Robert Joyce, its Chief Operating Officer agreed that Mr. Joyce would serve as Chief Operating Officer at an annual salary of $250,000,
increased to $265,000 effective March 1, 2016, would be eligible for participation in equity incentive plans, when formed, and a
discretionary performance bonus. Mr. Joyce will also receive customary benefits including health, life and disability insurance benefits.
The agreement was for an initial two-year period that automatically renews for an additional one-year periods. During the period from
April 1, 2020 to August 14, 2020, Mr. Joyce participated in a cash salary deferral plan along with other officers of the
Company through which Mr. Joyce was granted 47,285 Restricted Stock Units that vested on August 20, 2020.
Effective November 2, 2015, the Company and
Brian C. Essman, its Chief Financial Officer agreed that Mr. Essman would serve as Chief Financial Officer at an annual salary of
$210,000, a grant of 82,500 restricted shares under the BioHiTech Global, Inc. 2015 Equity Incentive Plan and be eligible for a performance
bonus up to 35% of base annual salary. Mr. Essman will also receive customary benefits including health, life and disability insurance
benefits. The agreement was for an initial two-year period that automatically renews for one-year periods