04/14/2021 | Press release | Distributed by Public on 04/14/2021 04:03
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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 24, 2021
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 24, 2021
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
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| | | | 1 | | |
EXPLANATORY NOTE
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| | | | 5 | | |
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
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| | | | 6 | | |
PROPOSAL NO. 1 - RECOMMENDATION
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| | | | 10 | | |
BOARD AND CORPORATE GOVERNANCE MATTERS
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| | | | 11 | | |
EXECUTIVE OFFICERS
|
| | | | 21 | | |
EXECUTIVE COMPENSATION
|
| | | | 22 | | |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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| | | | 37 | | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
| | | | 45 | | |
DELINQUENT SECTION 16(a) REPORTS
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| | | | 46 | | |
REPORT OF THE AUDIT COMMITTEE
|
| | | | 47 | | |
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTER
PUBLIC ACCOUNTING FIRM |
| | | | 48 | | |
PROPOSAL NO. 2 - RECOMMENDATION
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| | | | 49 | | |
OTHER MATTERS
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| | | | 51 | | |
PROXY
|
| | | | 53 | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
David Kirsch | | |
41
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| | Chairman of the Board | |
Diane R. Garrett, Ph.D. | | |
61
|
| | President, Chief Executive Officer and Director | |
Eugene Davis | | |
66
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| | Director | |
Michael Harrison | | |
49
|
| | Director | |
Stephen A. Lang | | |
65
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| | Director Nominee | |
David Naccarati | | |
68
|
| | Director Nominee | |
Thomas Weng | | |
52
|
| | Director | |
Marni Wieshofer | | |
58
|
| | Director | |
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($)(1) |
| |
Total
($)(1)(2) |
| |||||||||
David Kirsch
|
| | | $ | 32,500 | | | | | $ | 187,500 | | | | | $ | 220,000 | | |
Eugene Davis
|
| | | $ | 33,750 | | | | | $ | 125,000 | | | | | $ | 158,750 | | |
John Ellis
|
| | | $ | 58,750 | | | | | $ | 162,500 | | | | | $ | 221,250 | | |
Michael Harrison
|
| | | $ | 54,500 | | | | | $ | 162,500 | | | | | $ | 217,000 | | |
Thomas Weng
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| | | $ | 31,250 | | | | | $ | 125,000 | | | | | $ | 156,250 | | |
Marni Wieshofer
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| | | $ | 35,000 | | | | | $ | 125,000 | | | | | $ | 160,000 | | |
Competencies
|
| |
Davis
|
| |
Garrett
|
| |
Harrison
|
| |
Kirsch
|
| |
Lang
|
| |
Naccarati
|
| |
Weng
|
| |
Wieshofer
|
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Senior Executive Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | |
(Experience in the highest level of management responsible for setting and achieving organizational objectives, strategic planning, and overall decision-making)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Public Company Directorships
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | X | | | | | | X | | |
(Experience sitting on public company boards) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mining Industry Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | X | | | | | | X | | | | | | X | | | | | | | | |
(Technical and leadership experience in listed mining companies (whether
Canadian or US) of similar size, with similar operational assets and developing projects) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Literacy & Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | |
(Knowledge of financial accounting and reporting, internal financial controls, including the ability to critically assess financial viability and performance of the organization)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capital Management
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | | | | | | | X | | | | | | X | | |
(Experience in capital management strategies, including debt financing and capital raisings)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Technical Mining, Engineering or Geology Experience & Innovation
|
| | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | X | | | | | | X | | | | | | | | | | | | | | |
(Background or experience overseeing and innovating the technical engineering or geology aspects of mining) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mine Development/Operating Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | X | | | | | | X | | | | | | | | | | | | | | |
(Experience overseeing the development of mines and/or daily operations) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Business Development
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | |
(Experience in identifying and implementing growth opportunities, and creating
long-term value for the organization from investors, markets, and relationships) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Permitting/Regulatory Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | X | | | | | | X | | | | | | X | | | | | | | | |
(Experience relating to regulatory approvals and permitting needed in connection with mining operations and development)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Competencies
|
| |
Davis
|
| |
Garrett
|
| |
Harrison
|
| |
Kirsch
|
| |
Lang
|
| |
Naccarati
|
| |
Weng
|
| |
Wieshofer
|
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Legal Experience
|
| | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | | | | | | | |
(Experience overseeing significant legal matters at an organization including stockholder lawsuits/threats and/or government investigations) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Human Resources Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | | | | | | | X | | | | | | X | | | | | | X | | |
(Experience with appointment and evaluation of senior executives as well as
overseeing strategic human resource management including workforce planning, employee relations and organizational change) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Compensation Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | X | | | | | | X | | |
(Experience on compensation committees of public companies; analyzing and setting executive compensation while balancing risks, incentives and investor relations)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Health, Safety, Environmental, Sustainability Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | |
(Experience related to health, safety, environmental, social responsibility and
sustainability initiatives and their impact on the organization/investor relations) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Governance Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | |
(Knowledge of best practice governance standards) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Government/Regulatory/Political Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | |
(Experience in public and regulatory policies and management of impact on industry and the organization)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Nations/Community Relations Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Experience with public relations relating to native peoples) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Information Technology and Innovation Experience
|
| | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | | | | | X | | | | | | X | | |
(Experience with IT security/breaches and/or knowledge of the strategic use and governance of information technology and innovation)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Strategic Planning Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | |
(Ability to identify and critically assess opportunities and threats, and develop effective strategies to achieve the organization's visions and objectives.) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk Management Experience
|
| | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | X | | |
(Ability to identify key risks to the organization, and monitor risk and compliance management frameworks and systems)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Age
|
| |
Title
|
|
Diane R. Garrett, Ph.D. | | |
61
|
| | President, Chief Executive Officer and Director | |
Stanton K. Rideout, CPA | | |
61
|
| | Executive Vice President and Chief Financial Officer | |
John (Jack) W. Henris | | |
57
|
| | Executive Vice President and Chief Operating Officer | |
Jeffrey A. Stieber, CPA | | |
37
|
| | Senior Vice President, Finance and Treasurer | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
Awards(2) ($) |
| |
Non-Equity
Incentive Plan Compensation(3) ($) |
| |
All Other
Compensation(4) ($) |
| |
Total ($)
|
| |||||||||||||||||||||
Diane R. Garrett, Ph.D.(5)
|
| | | | 2020 | | | | | $ | 172,617 | | | | | $ | 0 | | | | | $ | 1,250,000 | | | | | $ | 0 | | | | | $ | 5,026 | | | | | $ | 1,427,643 | | |
President and CEO
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stanton K. Rideout(6)
|
| | | | 2020 | | | | | $ | 75,419 | | | | | $ | 0 | | | | | $ | 400,000 | | | | | $ | 0 | | | | | $ | 37,222 | | | | | $ | 512,641 | | |
Executive Vice President and
Chief Financial Officer |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jeffrey Stieber(7)
|
| | | | 2020 | | | | | $ | 215,417 | | | | | $ | 100,000 | | | | | $ | 102,500 | | | | | $ | 24,600 | | | | | $ | 52,508 | | | | | $ | 495,025 | | |
Senior Vice President, Finance and Treasurer;
former Vice President and Interim Chief Financial Officer |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Randy E. Buffington(8)
|
| | | | 2020 | | | | | $ | 284,712(9) | | | | | $ | 2,030,421 | | | | | $ | 1,300,000(10) | | | | | $ | 0 | | | | | $ | 455,542 | | | | | $ | 4,070,675 | | |
Former President and CEO
|
| | | | 2019 | | | | | $ | 525,000 | | | | | | - | | | | | $ | 1,575,000 | | | | | $ | 0 | | | | | $ | 26,239 | | | | | $ | 2,126,239 | | |
Stephen M. Jones(11)
|
| | | | 2020 | | | | | $ | 416,227(9) | | | | | $ | 1,546,148 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 84,085 | | | | | $ | 2,046,460 | | |
Former Interim President and Chief Executive
Officer and Former Executive Vice President, Chief Financial Officer and Secretary |
| | | | 2019 | | | | | $ | 425,000 | | | | | | - | | | | | $ | 1,062,500 | | | | | $ | 0 | | | | | $ | 23,628 | | | | | $ | 1,511,128 | | |
Name
|
| |
Year
|
| |
401(k)
Matching Contributions ($) |
| |
Consulting
Payments ($) |
| |
Severance
Payments |
| |
Life
Insurance Premiums ($) |
| |
Moving
and Other Expenses ($) |
| |
Total
($) |
| |||||||||||||||||||||
Diane R. Garrett, Ph.D.
|
| | | | 2020 | | | | | $ | 2,750 | | | | | | - | | | | | | | | | | | $ | 2,276 | | | | | $ | 0 | | | | | $ | 5,026 | | |
Stanton K. Rideout
|
| | | | 2020 | | | | | $ | 4,525 | | | | | $ | 31,275(a) | | | | | | | | | | | $ | 1,422 | | | | | $ | 0 | | | | | $ | 37,222 | | |
Jeffrey Stieber
|
| | | | 2020 | | | | | $ | 17,100 | | | | | | - | | | | | | | | | | | $ | 705 | | | | | $ | 34,703(b) | | | | | $ | 52,508 | | |
Randy E. Buffington
|
| | | | 2020 | | | | | $ | 17,100 | | | | | $ | 125,000(c) | | | | | $ | 302,819(d) | | | | | $ | 5,555 | | | | | $ | 5,068 | | | | | $ | 455,542 | | |
| | | | | 2019 | | | | | $ | 16,800 | | | | | | | | | | | | | | | | | $ | 5,638 | | | | | $ | 3,801 | | | | | $ | 26,239 | | |
Stephen M. Jones
|
| | | | 2020 | | | | | $ | 17,100 | | | | | $ | 25,000(14) | | | | | $ | 35,417 | | | | | $ | 6,568 | | | | | $ | 0 | | | | | $ | 84,085 | | |
| | | | | 2019 | | | | | $ | 16,800 | | | | | | | | | | | | | | | | | $ | 6,828 | | | | | $ | 0 | | | | | $ | 23,628 | | |
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Stock Awards
|
| |||||||||||||||||||||
Name
|
| |
Number of
Shares or Units of Stock that have not yet Vested (#)(1) |
| |
Market Value
of Shares or Units of Stock that have not vested ($)(2) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (3) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) |
| ||||||||||||
Diane R. Garrett, Ph.D.
|
| | | | 34,966 | | | | | $ | 274,483 | | | | | | | | | | | | | | |
| | | | | 96,154 | | | | | $ | 754,809 | | | | | | | | | | | | | | |
Stanton K. Rideout
|
| | | | 19,109 | | | | | $ | 150,006 | | | | | | | | | | | | | | |
| | | | | 32,982 | | | | | $ | 258,909 | | | | | | | | | | | | | | |
Jeffrey Stieber
|
| | | | 14,336 | | | | | $ | 112,538 | | | | | | | | | | | | | | |
| | | | | 8,705 | | | | | $ | 68,334 | | | | | | 8,705 | | | | | $ | 68,334 | | |
Randy E. Buffington
|
| | | | 125,000 | | | | | $ | 981,250 | | | | | | | | | | | | | | |
Stephen M. Jones
|
| | | | Nil | | | | | | Nil | | | | | | | | | | | | | | |
Name
|
| |
RSU Grant Amount
|
| |
Grant Date
|
| |
Vesting Schedule
|
|
Diane R. Garrett, Ph.D.
|
| | 34,966 | | | 12/15/2020 | | | See footnote (a) | |
| | | 96,154 | | | 9/8/2020 | | |
100% of the grant will vest on September 8, 2024.
|
|
Stanton K. Rideout
|
| | 19,109 | | | 12/17/2020 | | | See footnote (a) | |
| | | 32,982 | | | 10/20/2020 | | |
100% of the grant will vest on October 20, 2024.
|
|
Jeffrey Stieber
|
| | 14,336 | | | 12/15/2020 | | | See footnote (a) | |
| | |
13,057 (See footnote (b))
|
| | 2/20/2019 | | |
Award vests pro rata in equal installments on each of May 29, 2020, February 19, 2021 and February 18, 2022. Vested RSUs will convert into shares of Common Stock on each applicable vesting date, provided that, if on the conversion date, the holder is prohibited from trading under the Company's policies or pursuant to applicable securities laws, the conversion date will be, in the Compensation Committee's determination, the 2nd trading day after the date such prohibitions no longer apply. The first tranche vested on May 29, 2020 and are expected to convert into shares of Common Stock on May 12, 2021, two days after the anticipated filing date of the Company's first quarter 2021 Form 10-Q. The second tranche vested on February 20, 2021 and are expected to convert into shares of Common Stock on May 12, 2021, two days after the anticipated filing date of the Company's first quarter 2021 Form 10-Q.
|
|
Randy E. Buffington
|
| | 125,000 | | | 7/9/2020 | | |
Vests in two equal installments on each of the first and second anniversaries of the effective grant date.
|
|
Name
|
| |
RSU Grant Amount
|
| |
Grant Date
|
| |
Vesting Schedule
|
|
Jeffrey Stieber
|
| | 13,057 | | | 2/20/2019 | | |
Up to a maximum of 33 1/3% of the performance-based RSUs were scheduled to vest based on 2019 Company performance against the following metrics: (1) the date the first ore to the pads was delivered, with no vesting for this factor if such date was after March 15, 2019; (2) the amount of 2019 gold equivalent sales, with no vesting for this factor if such amount was less than 40,000 ounces; (3) the adjusted cash cost per ounce of gold sold with no vesting for this factor if the amount was more than $1,150 per ounce; (4) 2019 capital expenditures, with no vesting for this factor if the amount was more than $13 million; (5) date by which an updated feasibility study incorporating Phase III testwork was successfully completed, with no vesting for this factor if such date was after December 31, 2019; (6) date of execution of the MUDS Purchase Agreement, with no vesting if such date was after April 30, 2019; (7) date by which the Environmental Impact Statement was approved, with no vesting if such date was after December 31, 2019; (8) number of lost time accidents, with no vesting if more than two; and (9) number of reportable environmental incidents resulting in regulatory order or fine, with no vesting if more than two. Actual 2019 performance against these metrics resulted in 22.5% of the award (or 608 Shares) vesting on May 29, 2020 and are expected to convert into shares of Common Stock on May 12, 2021, two days after the anticipated filing date of the Company's first quarter 2021 Form 10-Q. The RSU agreement for this award indicated that the Company would provide the performance metrics in 2020 and 2021 within the first quarter of each year. The Company was unable to establish performance measures for 2020 due to material changes in Company performance in 2020 following establishment of the original 2020 budget. 2020 Company performance was well below the original 2020 budget and resulted in no awards vesting in 2020. In March 2021, performance metrics for safety, environmental, corporate, consolidated Hycroft and personal/discretionary goals were established for 2021 performance for the remaining third tranche and providing for up to 200% of target, depending on Company performance against such performance metrics.
The number of shares of Common Stock that the grant will convert into is based upon the share price on each vesting date. The Company used the closing share price of $7.85 at December 31, 2020 to determine the number of shares for which the third tranche will convert into, which is subject to change based on the closing price of the Company's stock on February 18, 2022.
|
|
Name and Address of Beneficial Owner
|
| |
Shares
Beneficially Owned |
| |
Percentage of
Beneficial Ownership |
| ||||||
5% or Greater Stockholders | | | | | | | | | | | | | |
Mudrick Capital Management, L.P. and affiliated entities(1)
|
| | | | 38,921,571 | | | | | | 52.9% | | |
Whitebox Advisors and affiliated entities(2)
|
| | | | 12,856,334 | | | | | | 21.1% | | |
Highbridge Capital Management, LLC and affiliated entities(3)
|
| | | | 7,740,213 | | | | | | 12.9% | | |
Aristeia Capital, L.L.C. and affiliated entities(4)
|
| | | | 5,911,463 | | | | | | 9.8% | | |
Named Executive Officers and Directors(5) | | | | | | | | | | | | | |
Diane R. Garrett, Ph.D.(6)
|
| | | | 45,655 | | | | | | *% | | |
Randy Buffington(7)
|
| | | | 80,072 | | | | | | *% | | |
Stephen M. Jones(8)
|
| | | | 54,018 | | | | | | *% | | |
Stanton K. Rideout(9)
|
| | | | 21,370 | | | | | | *% | | |
Jeffrey Stieber(10)
|
| | | | 14,088 | | | | | | *% | | |
Eugene Davis(11)
|
| | | | 12,218 | | | | | | *% | | |
John Ellis(12)
|
| | | | 12,218 | | | | | | *% | | |
Michael Harrison(13)
|
| | | | 12,218 | | | | | | *% | | |
David Kirsch(14)
|
| | | | 0 | | | | | | *% | | |
Thomas Weng(15)
|
| | | | 10,095 | | | | | | *% | | |
Marni Wieshofer(16)
|
| | | | 12,218 | | | | | | *% | | |
All executive officers and directors as a group (10 individuals)(17)
|
| | | | 140,080 | | | | | | *% | | |
| | |
For the Years Ended December 31,
|
| |||||||||
| | |
2020 (Including Services
Provided to Seller Prior to the Recapitalization Transaction) |
| |
2019
|
| ||||||
Audit Fees
|
| | | $ | 259,275 | | | | | $ | 141,320 | | |
Audit-Related Fees
|
| | | | 0 | | | | | | 0 | | |
Tax Fees
|
| | | | 0 | | | | | | 0 | | |
All Other Fees
|
| | | | 151,904 | | | | | | 0 | | |