UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
ADVENT TECHNOLOGIES HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules14a6(i)(1) and 011 |
ADVENT TECHNOLOGIES HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 31, 2024
We are pleased to notify you that Advent Technologies Holdings, Inc. (“Advent,” “we,” “our,” “us,” or the “Company”) will hold the 2024 annual meeting of our stockholders on December31, 2024, at 9:00 a.m. Eastern Time, in a virtual meeting format at www.virtualshareholdermeeting.com/ADN2024 for the following purposes:
| 1. | To elect one (1) director, to serve until our 2027 annual meeting of stockholders; |
| 2. | To ratify the appointment of MK CPAS, PLLC as our independent registered public accounting firm for our fiscal year ending December31, 2024; and |
| 3. | To transact such other business as may properly come before the meeting or any adjournments and postponements thereof. |
Our board of directors has established the close of business on Wednesday, November27, 2024 as the “record date” for this annual meeting (the “Record Date”). This means that you are entitled to vote at this meeting (by remote communication or by proxy) if our stock records show that you owned our Common Stock at that time.
A list of stockholders as of the Record Date will be available at our headquarters at 5637 La Ribera St., Suite A, Livermore, California, 94550 for a period of at least ten (10) days prior to our 2024 annual meeting. A list of stockholders will also be available electronically on the virtual meeting website during the meeting.
Similar to last year, our 2024 annual meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend our 2024 annual meeting online, vote your shares, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ADN2024. Details regarding how to attend the meeting online are more fully described in this proxy statement.
Whether you plan to attend the annual meeting or not, it is important that you cast your vote either by remote communication at the meeting or by proxy. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend. You will need the 16-digit control number included with the Notice, on your proxy card, or the instructions that accompany your proxy materials to attend our 2024 annual meeting virtually via the Internet.
If you have any questions or need assistance voting your shares, please contact our proxy solicitor:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Toll-Free Phone Number: (855) 305-0855
Email: info@okapipartners.com
Thank you for your continued support of Advent Technologies Holdings, Inc. We look forward to seeing you at the annual meeting.
| ADVENT TECHNOLOGIES HOLDINGS, INC. | |
| /s/ James F. Coffey | |
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James F. Coffey |
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Chief Operating Officer, General Counsel and Secretary |
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| December10, 2024 | |
| Livermore, California |
TABLE OF CONTENTS
i
ANNUAL MEETING OF STOCKHOLDERS OF
ADVENT TECHNOLOGIES HOLDINGS, INC.
TO BE HELD DECEMBER 31, 2024 AT 9:00 AM EASTERN TIME
INTRODUCTION
The board of directors (the “Board”) of Advent Technologies Holdings, Inc. (“Advent,” “we,” “our,” “us,” or the “Company”) is soliciting proxies from stockholders for its use at the 2024 annual meeting of stockholders, and at any adjournment or adjournments of that meeting. The annual meeting is scheduled to be held on December31, 2024, at 9:00 a.m., Eastern Time, in a virtual meeting format at www.virtualshareholdermeeting.com/ADN2024.
This proxy statement relates to the solicitation of proxies by our Board for use at the 2024 annual meeting.
On or about December5, 2024 we will commence mailing a full set of proxy materials to all stockholders entitled to vote at the 2024 annual meeting.
INFORMATION ABOUT THE MEETING AND VOTING
Purposes of the Meeting
The purposes of the 2024 annual meeting are:
| 1. | To elect one (1) director, to serve until the 2027 annual meeting of our stockholders (“Proposal 1”); |
| 2. | To ratify the appointment of MK CPAS, PLLC (“MK”) as our independent registered public accounting firm for our fiscal year ending December31, 2024 (“Proposal 2”); and |
| 3. | To transact such other business as may properly come before the meeting or any adjournments and postponements thereof (“Proposal 3”). |
At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the 2024 annual meeting, other than those discussed in this proxy statement.
Record Date; Stockholders Entitled To Vote At The Meeting
Our Board has established the close of business on November27, 2024 as the “record date” for the 2024 annual meeting (the “Record Date”). This means that you are entitled to vote at this meeting (and any adjournments) if our records show that you owned our Common Stock at that time. As of the Record Date, 2,636,508 shares of our Common Stock were issued and outstanding, held by approximately 28 registered stockholders of record. Each issued and outstanding share of Common Stock as of the Record Date is entitled to one vote on each matter properly to come before the 2024 annual meeting and can be voted only if the record owner of that share, determined as of the Record Date, is present by remote communication at the meeting or represented by proxy. A list of stockholders entitled to vote will be available for examination during the annual meeting at www.virtualshareholdermeeting.com/ADN2024.
Quorum
The presence, virtually online or by proxy, of holders of at least one-third (1/3) of the total votes entitled to be cast by the holders of all issued and outstanding shares of capital stock of the Company entitled to vote is necessary to constitute a quorum for the transaction of business at the 2024 annual meeting. Abstentions, withheld votes and “broker non-votes”, if any, will be included in the calculation of the number of shares considered to be present at the meeting to determine whether a quorum has been established. If a quorum is not present, we will be required to reconvene the annual meeting at a later date.
1
Virtual Meeting
To participate in the 2024 annual meeting, stockholders as of the Record Date, or their duly appointed proxies, will need the 16-digit control number provided on the proxy card, voting instructions form or Notice. We encourage you to access the meeting 10 minutes before the start time of 9:00 a.m., Eastern Time, on December31, 2024. Please allow ample time for online check-in, which will begin at 9:00 a.m., Eastern Time, on December31, 2024. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.
We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/ADN2024 . We will try to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit inappropriate language or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of ownership, will be posted at www.virtualshareholdermeeting.com/ADN2024 .
Even if you plan to attend the annual meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to participate in the annual meeting.
Attending the Annual Meeting
The 2024 annual meeting will be held entirely online at www.virtualshareholdermeeting.com/ADN2024 . A summary of the information you need to attend the 2024 annual meeting online is provided below:
| ● | Instructions on how to attend and participate via the Internet, including how to demonstrate proof of common stock ownership, are posted at www.virtualshareholdermeeting.com/ADN2024 . |
| ● | Questions regarding how to attend and participate via the Internet will be answered by calling 1-800-690-6903 on the day before the annual meeting and the day of the 2024 annual meeting. |
| ● | Please have your 16-digit control number to enter the 2024 annual meeting. |
| ● | Stockholders may submit questions while attending the 2024 annual meeting via the Internet. |
| ● | The meeting webcast will being promptly at 9:00 a.m., Eastern Time. |
| ● | We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:30 a.m., Eastern Time, and you should allow ample time for the check-in procedures. Webcast replay of the 2024 annual meeting will be available until the sooner of January31, 2025 or the date of the next annual meeting of stockholders to be held in 2025. |
Technical Assistance for the Virtual Meeting
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the annual meeting login page.
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Voting Shares That You Hold In Your Name as a Stockholder of Record
If your shares are registered directly in your name with our transfer agent, then you are considered the “stockholder of record” with respect to those shares. You have four choices:
| ● | VOTE BY INTERNET www.proxyvote.com . Use the Internet to transmit your voting instructions up until 11:59 p.m., Eastern Time, on December30, 2024. Have the Notice in hand when you access the website. Follow the steps outlined on the secured website. |
| ● | VOTE BY MAIL If you requested and received a proxy card by mail, mark, sign and date your proxy card and return it in the postage-paid envelope we will provide or mail it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| ● | VOTE BY PHONE Use a touch tone phone by calling the toll-free number 1-800-690-6903 to transmit your voting instructions up until 11:59 p.m., Eastern Time, on December30, 2024. Have the Notice in hand when you access the phone number. Follow the steps outlined on the phone line. |
| ● | VOTE BY REMOTE COMMUNICATION AT THE VIRTUAL MEETING See “ Attending the Annual Meeting ,” below. |
Voting Shares That You Hold in Brokerage or Similar Accounts
Many stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If you hold your shares in one of these ways, you are considered a beneficial owner, not a record owner, and you therefore have no direct vote on any matter to come before the 2024 annual meeting. Your broker, bank or nominee will send you voting instructions for you to use in directing the broker, bank or nominee in how to vote your shares. Your broker, bank or nominee may allow you to deliver your voting instructions via the telephone or the Internet.
Abstentions and Broker Non-Votes
An abstention is the voluntary act of not voting by a stockholder who is present at a meeting and entitled to vote.
A broker “non-vote” is a proxy submitted by a broker that does not indicate a vote for some or all of the proposals because the broker does not have discretionary voting authority on certain types of proposals that are non-routine matters and has not received instructions from its customer regarding how to vote on a particular proposal. Brokers that hold shares of common stock in “street name” for customers that are the beneficial owners of those shares may generally vote on certain “routine” matters. However, brokers generally do not have discretionary voting power (i.e., they cannot vote) on non-routine matters without specific instructions from their customers. Proposals are determined to be routine or non-routine matters based on the rules of the various regional and national exchanges of which the brokerage firm is a member. Broker non-votes are included in the calculation of the number of votes considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as votes cast with respect to a matter on which the nominee has expressly not voted.
Proposal 1 is deemed to be a “non-routine” matter, and as a result, your broker or nominee may not vote your shares on Proposal 1 in the absence of your instruction. Proposal 2 and Proposal 3 are considered to be “routine” matters, and as a result, your broker or nominee may vote your shares in its discretion either for or against either Proposal 2 or Proposal 3 even in the absence of your instruction. If you are a beneficial owner and want to ensure that all of the shares you beneficially own are voted on Proposal 1, you must give your broker or nominee specific instructions to do so.
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Required Votes to Approve Each Proposal; Voting Options
As a stockholder, you may cast one vote for each share of our Common Stock held by you as of the Record Date on all matters presented at the meeting. Holders of our Common Stock do not possess cumulative voting rights.
| Proposal | Description of Votes Required | ||
| 1. | Election of a Director | Election of directors are determined by a plurality of the votes properly cast in respect of the shares present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors, and the director nominees who receive the greatest number of votes at the 2024 annual meeting (up to the total number of directors to be elected) will be elected. With respect to each nominee, you have the option to vote “for” or “withhold.” Abstentions and withheld votes, if any, will not affect the outcome of the vote on the election of directors. The election of directors is a non-routine matter. Therefore, brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a customer will be treated as a “broker non-vote.” Such broker non-votes will have no effect on the election of directors. | |
| 2. | Ratification of Appointment of MK |
Approval of the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy is required to approve the ratification of MK as our independent registered public accounting firm for our fiscal year ending December31, 2024. Please note that because the vote on Proposal 2 is advisory in nature, the results of such vote will not be binding upon our Board or its committees. You may vote “for,” “against” or “abstain” on this proposal. This proposal is a routine matter, which means brokerage firms have discretion to vote customers’ unvoted shares on this proposal. As such, broker non-votes are unlikely to result from this proposal. Abstentions will have no effect on this proposal. |
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| 3. | Transaction of Other Business; Adjournment or Postponement | We are asking our stockholders to vote on a proposal to approve any adjournments of the 2024 annual meeting of stockholders for the purpose of soliciting additional proxies if there are not sufficient votes at the 2024 annual meeting of stockholders to approve the proposals contained herein or establish a quorum. | |
Our Board’s Voting Recommendations
Our Board recommends that you vote:
| ● | FOR the election as director of the individual named as its nominee in this proxy statement; |
| ● | FOR the ratification of the appointment of MK CPAS, PLLC as our independent registered public accounting firm for our fiscal year ending December31, 2024; and |
| ● | FOR the approval of any adjournments of the 2024 annual meeting of stockholders if there are not sufficient votes at the 2024 annual meeting of stockholders to approve the proposals contained herein or establish a quorum. |
If any other matter is properly brought before the 2024 annual meeting, the Company through the individual named in the proxy and acting as the “proxy holder,” or his or her designee, and pursuant to the blanket authorization granted under the proxy will vote your shares on that matter in accordance with the discretion and judgment of the proxy holder.
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Voting on Possible Other Matters
We are not aware that any person intends to propose that any matter, other than the proposals specifically described by this proxy statement, be presented for consideration or action by our stockholders at our 2024 annual meeting. If any such other matter should properly come before the meeting, however, favorable action on such matter would generally require the affirmative vote of a majority of the votes cast, unless our Certificate of Incorporation or amended and restated bylaws or applicable law require otherwise. If you vote by proxy, you will be granting the proxy holder authority to vote your shares on any such other matter in accordance with his discretion and judgment.
Revocation of Proxies or Voting Instructions
A stockholder of record who has delivered a proxy card in response to this solicitation may revoke it before it is exercised at the 2024 annual meeting by executing and delivering a timely and valid later-dated proxy, by a timely and valid later Internet or telephone vote, by voting by remote communication at the meeting or by giving written notice to the Secretary. Attendance at the meeting online will not have the effect of revoking a proxy unless a stockholder gives proper written notice of revocation to the Secretary before the proxy is exercised or the stockholder votes by remote communication at the meeting. Beneficial owners who have directed their broker, bank or nominee as to how to vote their shares should contact their broker, bank or nominee for instructions as to how they may revoke or change those voting directions.
Interest of Executive Officers and Directors
None of the Company’s executive officers or directors has any interest in any of the matters to be acted upon at the meeting, except with respect to each director, to the extent that a director is named as a nominee for election as a director to the Board.
Solicitation of Proxies
Our Board is soliciting the enclosed proxy. We will bear the cost of this solicitation of proxies. Solicitations will be made by mail. We have retained Okapi Partners LLC to assist in the solicitation of proxies for a fee of $9,000, plus reimbursement of related expenses. In addition to solicitation by mail and by Okapi Partners LLC, our directors, officers and employees may solicit proxies on behalf of the Company, without additional compensation, by telephone, facsimile, mail, on the Internet or virtually via the Internet. We may reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred in sending proxy materials to beneficial owners of our stock.
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ELECTION OF DIRECTORS
Board Size and Structure
Our authorized board of directors consists of six (6) members. In accordance with the terms of our second amended and restated certificate of incorporation, our board of directors is divided into three classes, Classes I, II and III, each to serve a three-year term, except for the directors’ initial terms. The Class II directors, Marc Seelenfreund, Seth Lukash and Joseph Celia, are up for reelection at the 2025 annual meeting of stockholders, and the Class III directors, Emory De Castro and Gary Herman, will be up for reelection at the 2026 annual meeting of stockholders. The term of the Class I director, Advtar Dhaliwal, will expire at this 2024 annual meeting of stockholders. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. We are nominating one (1) Class I director listed below. If elected, this nominee will serve on our Board until the 2027 annual meeting, or until his or her successor is duly elected and qualified in accordance with our Certificate of Incorporation and amended and restated bylaws, or his or her earlier death, resignation or removal.
Nominees for Election
Below is certain information concerning our Board’s nominee for election at this year’s 2024 annual meeting. The biography of the nominee contains information regarding the experience, qualifications, attributes or skills that caused the nominating and corporate governance committee and our Board to determine that the nominee should be re-elected as a director of the Company.
Following the director biographies is information concerning our corporate governance structure, including descriptions of the standing committees of our Board, namely our audit, compensation and nominating and corporate governance committees. The directors serving on each committee are listed in the descriptions below. Our directors may also serve on other committees of our Board and the board of directors of the Company’s subsidiaries that are not required to be described by this proxy statement and which are therefore not identified in the information below.
Elsewhere in this proxy statement you will find information concerning the number of shares of our Common Stock that are beneficially owned by each of our directors (see “ Security Ownership of Certain Beneficial Owners and Management ”) and information regarding the compensation of our directors (see “ Executive Officer and Director Compensation ”). We urge you to review all of this information when deciding how to vote on Proposal 1.
The following persons have been nominated for election to our Board:
Robert W. Schwartz , age 78, is the Chairman Founder of Schwartz Heslin Group, Inc., which he founded in 1985. Mr.Schwartz specializes in corporate finance and MA activities. Prior to starting Schwartz Heslin Group, he was a founder, President and Chief Executive Officer of Winsource, Inc., a venture-funded high-tech telecommunications company. In addition, he was the President and Chief Operating Officer of Coradian Corporation, an American Stock Exchange-listed company that he took public in 1979. He was also the Chief Financial Officer of Garden Way Manufacturing Corporation, a major manufacturer of outdoor power equipment. His earlier experience was with KPMG as a management consultant and with IBM. Since starting SHG, he has worked with over 750 businesses utilizing his experience in finance and general management to help achieve their objectives. Mr.Schwartz holds a BS from Cornell University and has done graduate work at The University at Albany. He has served as a director of a number of public, private and non-profit organizations; he currently serves on the boards of three corporations. He chaired The University at Albany Foundation’s Council on Economic Outreach, is past non-executive chairman of the Statewide Zone Capital Corporation, a subsidiary of Pursuit, Inc., was chair of the New York State Industries for the Disabled and is a director of Dais Analytic Corporation and the Golub Corporation. Mr.Schwartz also serves on the board of Northeast Grocers, Inc., formed through the merger of Golub Corporation and Tops supermarkets. He also chairs the Audit Committee. He has been a frequent guest lecturer at universities and professional organizations and taught a graduate course in entrepreneurship at The University at Albany for 20 years. Mr.Schwartz is a graduate of Cornell University with a BS in Labor and Industrial Relations, and holds an MBA from The University of Albany.
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Board of Directors
The following information describes the offices held and other business directorships, the class and term of each director whose term continues beyond this 2024 annual meeting and who is not subject to election this year. Beneficial ownership of equity securities for these directors is also shown under “ Security Ownership of Certain Beneficial Owners and Management ” below.
Mr.Marc Seelenfreund , age 56, is the Founder and has been the Chief Executive Officer of Siyata Mobile Inc. (NASDAQ: SYTA) since July2015. Siyata is a leading vendor of mission critical Push to Talk Over Cellular products working with all the major cellular carriers in North America as well as in international markets. Marc has over 20 years of experience in the telecom and cellular arena as was founder of a leading telecom distribution company Accel Ltd (Tase: ACCL) representing multiple global telecom vendors in the Israeli telecom market. Marc was an officer in the IDF, received a law degree from Bar Ilan University and is the Chairman of Ono Academic College.
Mr.Seth Lukash , age 78, is a seasoned corporate director, officer, and investor. For 30 years he was a CEO for various technology and manufacturing companies. He was CEO and President of Tridex, Inc. (n/k/a TransAct Technologies (NASDAQ: TACT) a manufacturer of printers and peripherals to the banking, lottery/gaming, and retail sales markets. Mr.Lukash was Chairman and CEO of Progressive Software, a large provider of application software to the restaurant and hospitality industry. After the sale and divestiture of these companies he advised several technology companies. He has served as an advisor to OEM Capital a boutique investment banking firm and Strategic Turnaround Equity Partners, LP, a fund focused on investments in undervalued public companies. For the past two years he has advised an AI start-up with their organization and structuring for additional financing. He started his finance career as a research analyst for Carter Berlind Weil. Mr.Lukash is a graduate of the University of Miami with a BA in Finance.
Mr.Joseph P. Celia , age 60, is a technology industry veteran with 30 years of experience with an impressive track record in building strategic partnerships, driving new business initiatives, and penetrating new markets. His dynamic and results-oriented approach in sales leadership within the rapidly evolving tech sector has consistently led to significant achievements. Mr.Celia has held executive and senior-level sales management positions at some of the tech industry’s most respected organizations, including Hewlett Packard, Motorola, 3Com, Symbol Technologies, Bradford Networks, Accton Technology, and FIS Global. Mr.Celia has a BS from Northeastern University in Computer Technology.
Mr.Emory De Castro , age 65, has been Advent’s Chief Technology Officer since 2013. Dr. De Castro is responsible for the overall technical, manufacturing and business development operations for Advent. Prior to joining Advent, Dr. De Castro was a Vice President, Business Management and the site manager for BASF Fuel Cell Inc. in Somerset NJ. At BASF Dr. De Castro led marketing and sales, business development, quality control, and RD direction all cumulating in nearly a four-fold increase in revenues. As the Executive Vice President at the E-TEK Division, De Nora North America he managed operations, created a global brand, and expanded the organization’s fuel cell component business in Asia and Europe. Dr. De Castro has over 20 patent applications spanning fuel cell materials and catalysts, electrochemical technology, sensors, and a beer bottle cap that extends shelf life. He is the recipient of the 2013 Department of Energy Award for Manufacturing RD in lowering the cost of gas diffusion electrodes and the 2005 ECS New Technology Award to E-TEK Division, for introducing and commercializing a new electrolysis technology. Emory De Castro received his Ph.D. from the Department of Chemistry at the University of Cincinnati and a B.S. in Chemistry from Duke University. Dr. De Castro is well-qualified to serve on our board of directors due to his extensive scientific and technological experience.
Mr.Gary Herman , age 60, is a seasoned investor with many years of investment and business experience. From 2005 to 2020 he co-managed the Strategic Turnaround Equity Partners, LP (Cayman) fund and its affiliates. From January2011 to August2013, he was a managing member of Abacoa Capital Management, LLC, which managed Abacoa Capital Master Fund, Ltd., focused on a Global-Macro investment strategy. From 2005 to 2020, Mr.Herman was affiliated with Arcadia Securities LLC, a New York-based broker-dealer. From 1997 to 2002, he was an investment banker with Burnham Securities, Inc. From 1993 to 1997, he was a managing partner of Kingshill Group, Inc., a merchant banking and financial firm with offices in New York and Tokyo. Mr.Herman has a B.S. from the University at Albany with a major in Political Science and minors in Business and Music. Mr.Herman has many years of experience serving on the boards of public and private companies. He presently sits on the boards of Siyata Mobile, Inc. (NASDAQ: SYTA), Virpax Pharmaceuticals, Inc. (NASDAQ: VRPX), SRM Entertainment, Inc. (NASDAQ: SRM), LQR House, Inc. (NASDAQ: LQR), SusGlobal Energy Corp. (OTCQB: SNRG) and XS Financial, Inc. (CSE: XS).
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Required Vote of Stockholders
Election of directors are determined by a plurality of the votes properly cast in respect of the shares present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors, and the director nominees who receive the greatest number of votes at the 2024 annual meeting (up to the total number of directors to be elected) will be elected. With respect to each nominee, you have the option to vote “for” or “withhold.” Abstentions and withheld votes, if any, will not affect the outcome of the vote on the election of directors. The election of directors is a non-routine matter. Therefore, brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a customer will be treated as a “broker non-vote.” Such broker non-votes will have no effect on the election of directors.
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OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE NOMINEE NAMED UNDER PROPOSAL 1. |
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RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with its charter, the audit committee of our Board has selected the firm of MK CPAS, PLLC (“MK”), an independent registered public accounting firm, to be the Company’s independent registered public accounting firm for the fiscal year ending December31, 2024, and our Board is asking stockholders (on a non-binding advisory basis) to ratify that appointment. MK has not previously served as Advent’s independent registered public accounting firm for the audit of its financial statements. We are not required to have the stockholders ratify the appointment of MK as our independent registered public accounting firm. We nonetheless are doing so because we believe it is a matter of good corporate practice. If the stockholders do not ratify the appointment, the audit committee will reconsider the retention of MK, but ultimately may decide to retain MK as the Company’s independent registered public accounting firm. Even if the appointment is ratified, the audit committee, in its discretion, may change the appointment at any time if it determines that such a change would be in the best interests of the Company and its stockholders.
Before selecting MK, the audit committee carefully considered that firm’s qualifications as an independent registered public accounting firm for the Company. This included a review of its performance for Advent in prior years, including the firm’s efficiency, integrity and competence in the fields of accounting and auditing. The audit committee has expressed its satisfaction with MK in all of these respects.
Representatives of MK will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
Audit Fees and Services
Audit and other fees billed to us by MK for the current fiscal year ending December31, 2024 are as follows:
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2024 YTD |
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| Audit Fees | $ | - | ||
| Audit-Related Fees | $ | 69,000 | ||
| Tax Fees | $ | - | ||
| All Other Fees | $ | - | ||
| Total | $ | 69,000 | ||
Audit Fees . Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by MK in connection with regulatory filings. The aggregate fees of MK related to audit and review services total $0 through the date of this proxy statement. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
Audit-Related Fees . Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the fiscal year ending December31, 2024 through the date of this proxy statement, we have paid MK $69,000 in audit-related fees.
Tax Fees . We have not paid and do not anticipate paying MK for tax return services, planning and tax advice for the fiscal year ending December31, 2024.
All Other Fees . We have not paid and do not anticipate paying MK for any other services for the fiscal year ending December31, 2024.
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Pre-Approval by Audit Committee of Principal Accountant Services.
Our audit committee is responsible for approving or pre-approving all auditing services (including comfort letters and statutory audits) and all permitted non-audit services by the independent auditor and pre-approve the related fees. Pursuant to its charter, the audit committee delegated to each of its members, acting singly, the authority to pre-approve any audit services if the need for consideration of a pre-approval request arises between regularly scheduled meetings, with such approval presented to the audit committee at its next scheduled meeting or as soon as practicable thereafter.
Vote Required
You may vote “for,” “against” or “abstain” on this proposal. Approval of the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy is required to approve the ratification of MK as our independent registered public accounting firm for our fiscal year ending December31, 2024. Please note that because the vote on Proposal 2 is advisory in nature, the results of such vote will not be binding upon our Board or its committees.
This proposal is a routine matter, which means brokerage firms have discretion to vote customers’ unvoted shares on this proposal. As such, broker non-votes are unlikely to result from this proposal. Abstentions will have no effect on this proposal.
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OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY MK AS THE COMPANY’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2024. |
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TRANSACTION OF OTHER BUSINESS; ADJOURNMENT OR POSTPONEMENT
To consider and vote on a proposal to transact any other business properly brought forth at the 2024 annual meeting of stockholders and to approve any adjournment of the 2024 annual meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of the proposal set forth herein if there are not sufficient votes at the time of the 2024 annual meeting to adopt such proposals or to establish a quorum.
Vote Required
You may vote “for,” “against” or “abstain” on this proposal. Approval of the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy is required to approve Proposal 3.
| OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO TRANSACT ANY FURTHER BUSINESS |
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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
Our Board manages or directs the business and affairs of the Company, as provided by the Delaware General Corporation Law (the “DGCL”), and conducts its business through meetings of the Board and three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.
Our Board evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interest of our stockholders. Our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board as described under “Communication with Directors” below.
Board Composition
Our authorized board of directors consists of six members. In accordance with the second amended and restated certificate of incorporation, our board of directors is divided into three classes, Classes I, II and III, each to serve a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. Directors will not be able to be removed during their term except for cause. The directors are divided among the three classes as follows:
| ● | the Class I director is Avtar Dhaliwal, and his term will expire at the annual meeting of stockholders to be held on December31, 2024; |
| ● | the Class II directors are Marc Seelenfreund, Seth Lukash and Joseph Celia, and their terms will expire at the annual meeting of stockholders to be held in 2025; and |
| ● | the Class III directors are Emory De Castro and Gary Herman, and their terms will expire at the annual meeting of stockholders to be held in 2026. |
We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.
Board Leadership Structure
The Board has not appointed a Chairman or Lead Director to the Board. Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.
Director Independence
Our Board currently consists of six (6) members. Our Board has determined that four (4) of those members, Mr.Lukash, Mr.Celia, Mr.Dhaliwal, and Mr.Seelenfreund, are independent directors in accordance with the listing requirements of the Nasdaq Stock Market, or Nasdaq. Under the rules of the Nasdaq Stock Market, independent directors must comprise a majority of a listed company’s board of directors within one year of the completion of its initial public offering. In addition, the rules of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent and that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominating and corporate governance committee comprised solely of independent directors. Under the rules of the Nasdaq Stock Market, a director will only qualify as “independent” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that such person is “independent” as defined by the applicable rules of the Nasdaq Stock Market and the Exchange Act.
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Audit committee members must also satisfy the independence criteria set forth in Rule10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.
Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that four of our directors are “independent directors” as defined under applicable rules of the Nasdaq Stock Market, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule10C-1 under the Exchange Act. In making such determination, our board of directors considered the relationships that each such non-employee director has with our Company and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. Mr.Gregoriou is not an independent director under these rules because served as the Company’s Chief Executive Officer until 2024. Emory De Castro is not an independent director under these rules because he is our Chief Technology Officer. Gary Herman is not an independent director under these rules because he is our Chief Executive Officer.
Role of Board in Risk Oversight Process
Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The compensation committee is responsible for overseeing the management of risks associated with our compensation policies and practices. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks. Our Board believes its administration of its risk oversight function has not negatively affected our board of directors’ leadership structure.
Committees and Attendance
During 2023, our Board held ten (10) meetings and acted by written consent two (2) times, the audit committee held three (3) meetings, the compensation committee held two (2) meetings and the nominating and corporate governance committee did not hold any meetings. During that time, no member of our Board attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board (held during the period for which he was a director) and (ii) the total number of meetings held by all committees of our Board on which he or she served (held during the period that such director served).
In addition to regular meetings of our Board, the Company’s non-management, independent directors meet in executive sessions without management participation.
Our Board has established three standing committees audit, compensation and nominating and corporate governance each of which operates under a charter that has been approved by our Board. The charters for each committee are available under the Investors / Governance / Governance Documents page on our website at www.advent.ener gy.
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Audit Committee
Our audit committee consists of Mr.Lukash, Mr.Celia and Mr.Seelenfreund The board of directors has determined that each member is independent under the Nasdaq Stock Market listing standards and Rule10A-3(b)(1) under the Exchange Act. The chairperson of our audit committee is Mr.Lukash. Our board of directors has determined that Mr.Lukash qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq Stock Market.
The primary purpose of the audit committee is to discharge the responsibilities of the board of directors with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include:
| ● | selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; |
| ● | helping to ensure the independence and performance of the independent registered public accounting firm; |
| ● | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; |
| ● | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
| ● | reviewing policies on risk assessment and risk management; |
| ● | reviewing related party transactions; |
| ● | obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and |
| ● | by the independent registered public accounting firm. |
The report of the audit committee is included in this proxy statement under “ Report of the Audit Committee .”
Compensation Committee
The compensation committee consists of Mr.Lukash and Mr.Celia. The chairperson of the compensation committee is Mr.Celia. The primary purpose of the compensation committee is to discharge the responsibilities of the board of directors to oversee its compensation policies, plans and programs and to review and determine the compensation to be paid to its executive officers, directors and other senior management, as appropriate.
Specific responsibilities of the compensation committee include:
| ● | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
| ● | reviewing and approving the compensation of our other executive officers; |
| ● | reviewing and recommending to our board of directors the compensation of our directors; |
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| ● | reviewing our executive compensation policies and plans; |
| ● | reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; |
| ● | selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; |
| ● | assisting management in complying with our proxy statement and Annual Report disclosure requirements; |
| ● | if required, producing a report on executive compensation to be included in our annual proxy statement; |
| ● | reviewing and establishing general policies relating to compensation and benefits of our employees; and |
| ● | reviewing our overall compensation philosophy. |
Role of the Compensation Consultant
In accordance with the Compensation Committee Charter, the Compensation Committee has the authority to engage, retain and terminate a compensation consultant. The Compensation Committee also has the sole authority to approve the fees of such consultant. The Compensation Committee engaged ClearBridge Compensation Group LLC (“ClearBridge”) as its independent compensation consultant. ClearBridge reports directly to the Compensation Committee, which has authority under the Compensation Committee Charter to retain compensation consultants, although its representatives may also meet with management from time to time.
Services performed by ClearBridge for the Compensation Committee include, but are not limited to:
| 1. | reviewing the Company’s compensation philosophy; |
| 2. | evaluation of compensation program design for 2023; |
| 3. | providing market context for Compensation Committee decisions |
| a. | In 2023, the Company elected to forgo establishing a compensation peer group, and as a result relied on survey data for benchmark purposes (as needed), scoped to the Company’s size; |
| 4. | review of cash bonuses paid to executive officers; |
| 5. | review of long-term incentive awards; |
| 6. | review and determine go-forward non-employee director compensation program; and |
| 7. | analysis of current trends in executive compensation, and updates regarding applicable legislative and governance activity. |
The Compensation Committee determined that the services provided by ClearBridge to the Compensation Committee did not give rise to any conflicts of interest. The Compensation Committee made this determination by assessing the independence of ClearBridge under the applicable rules adopted by the SEC and incorporated into the Nasdaq Corporate Governance Requirements. In making this assessment, the Compensation Committee also considered ClearBridge’s written correspondence to the Compensation Committee that affirmed the independence of ClearBridge and the consultants and employees who provide services to the Compensation Committee on executive compensation matters.
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Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Seth Lukash and Joseph P. Celia. The board of directors has determined each proposed member is independent under Nasdaq listing standards. The chairperson of our nominating and corporate governance committee is Seth Lukash.
Specific responsibilities of our nominating and corporate governance committee include:
| ● | identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors; |
| ● | evaluating the performance of our board of directors and of individual directors; |
| ● | reviewing developments in corporate governance practices; |
| ● | evaluating the adequacy of our corporate governance practices and reporting; |
| ● | reviewing management succession plans; and |
| ● | developing and making recommendations to our board of directors regarding corporate governance guidelines and matters. |
Code of Business Conduct and Ethics
The Company’s Code of Business Conduct and Ethics applies to all of its employees, officers and directors, including those officers responsible for financial reporting. The Code of Business Conduct and Ethics is available on its website at www.advent.energy. Information contained on or accessible through such website is not a part of this Annual Report, and the inclusion of the website address in this Annual Report is an inactive textual reference only. The Company intends to disclose any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, on its website to the extent required by the applicable rules and exchange requirements.
Our corporate governance guidelines are available under the Investors / Governance / Governance Documents page of our website, www.advent.energy.
Director Nomination Process
Our Board has delegated to the nominating and corporate governance committee the task of identifying, considering, recruiting, reviewing and recommending a slate of director nominees to be proposed by the Board to the stockholders, and recommending any director nominees to be elected by the Board to fill interim vacancies. It is the policy of our Board that directors should possess strong personal and professional ethics, integrity and values; be business savvy and genuinely interested in the Company; and be committed to representing the long-term interests of the stockholders. The Board is also intended to encompass a range of talents, ages, skills, diversity and expertise sufficient to provide sound and prudent oversight with respect to the operations and interests of the business. Selection of candidates shall include consideration of a range of diversity perspectives, including but not limited to professional experience, skills, knowledge and length of service.
The biography for each of the director nominees included herein indicate each nominee’s experience, qualifications, attributes and skills that led our nominating and corporate governance committee and our Board to conclude each such director should continue to serve as a director of our Company. Our nominating and corporate governance committee and our Board believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our Board as a whole.
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Stockholders have the right under our amended and restated bylaws to directly nominate director candidates for election at an annual meeting of stockholders, without any action or recommendation on the part of the nominating and corporate governance committee or our Board, by submitting to the Company as to each nominee that the stockholder proposes for election or re-election as a director (i) all information relating to such nominee that would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act and such nominee’s written consent (I) to be named as a nominee in the Company’s proxy statement, proxy card, and/or ballot, if the Board approves such inclusion, and (II) to serve as a director if elected, and (ii) a description of all direct and indirect compensation and other material monetary arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such stockholder and any Stockholder Associated Person (as defined in the Company’s amended and restated bylaws) or any of their respective affiliates or associates, on the one hand, and the proposed nominee or any of his or her respective affiliates or associates, on the other hand. Any such nomination must be made by a stockholder of record of the Company at the time of making such nomination and meet such other requirements as are set forth in the Company’s amended and restated bylaws. Such nomination information should be submitted to: Advent Technologies Holdings, Inc., 5637 La Ribera St., Suite A, Livermore, California, 94550, Attention: Corporate Secretary.
Communication with Directors
Any stockholder or other interested parties desiring to communicate with our Board, or one or more of our directors, may send a letter addressed to the board of directors, Advent Technologies Holdings, Inc., 5637 La Ribera St., Suite A, Livermore, California, 94550, Attention: Corporate Secretary. All such letters will be promptly forwarded to the appropriate members of our Board, the appropriate committee chairperson or individual directors, as applicable, by the Secretary. The mailing envelope should contain a clear notation that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters should clearly state whether the intended recipients are all members of our Board or certain specified individual directors.
Director Attendance at Annual Meeting
Each director who is up for election at an annual meeting of stockholders or who has a term that continues after such annual meeting is required to attend the 2024 annual meeting.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to the Company regarding the beneficial ownership of our common stock as of November27, 2024 by:
| ● | each person known to us to be the beneficial owner of more than 5% of outstanding common stock; |
| ● | each of our named executive officers and directors; and |
| ● | all executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Stock issuable upon exercise of options and warrants currently exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of total voting power of the beneficial owner thereof.
The beneficial ownership of Company common stock is based on 2,636,508 shares of Common Stock outstanding as of November27, 2024.
Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of Company common stock beneficially owned by them.
| Number of | ||||||||
| Name and Address of Beneficial Owner | Shares | % | ||||||
| Directors and Executive Officers | ||||||||
| Gary Herman | - | * | ||||||
| James Coffey (1) | 29,247 | 1.11 | % | |||||
| Avtar Dhaliwal | - | * | ||||||
| Marc Seelenfreund | - | * | ||||||
| Seth Lukash | - | * | ||||||
| Joseph Celia | - | * | ||||||
| Emory De Castro (2) | 80,450 | 3.05 | % | |||||
| All directors and executive officers as a group (seven individuals) (3) | 109,697 | 4.16 | % | |||||
| Five Percent Holders: | ||||||||
| Vassilios Gregoriou (4) | 10,328 | * | ||||||
| * | Less than one percent. | |
| (1) | Share amount includes 8,645 shares issuable upon exercise of options. | |
| (2) | Share amount includes 8,645 shares issuable upon exercise of options. | |
| (3) | Unless otherwise indicated, the business address of each of the individuals is 5637 La Ribera St., Suite A, Livermore, California, 94550. | |
| (4) | The business address of Mr. Gregoriou is c/o Sherin and Lodgen LLP, One Lincoln Street, Boston Massachusetts, 02111. |
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The below table identifies and sets forth certain biographical and other information regarding our executive officers as of December2, 2024. There are no family relationships among any of our executive officers or directors.
| Name | Age | Position | ||
| Gary Herman | 60 | Chief Executive Officer, Director and Interim Chief Financial Officer | ||
| Emory De Castro | 65 | Chief Technology Officer and Director | ||
| James F. Coffey | 60 | Chief Operating Officer and General Counsel |
Executive Officers
Mr.Gary Herman , age 60, is a seasoned investor with many years of investment and business experience. From 2005 to 2020 he co-managed the Strategic Turnaround Equity Partners, LP (Cayman) fund and its affiliates. From January2011 to August2013, he was a managing member of Abacoa Capital Management, LLC, which managed Abacoa Capital Master Fund, Ltd., focused on a Global-Macro investment strategy. From 2005 to 2020, Mr.Herman was affiliated with Arcadia Securities LLC, a New York-based broker-dealer. From 1997 to 2002, he was an investment banker with Burnham Securities, Inc. From 1993 to 1997, he was a managing partner of Kingshill Group, Inc., a merchant banking and financial firm with offices in New York and Tokyo. Mr.Herman has a B.S. from the University at Albany with a major in Political Science and minors in Business and Music. Mr.Herman has many years of experience serving on the boards of public and private companies. He presently sits on the boards of Siyata Mobile, Inc. (NASDAQ: SYTA), Virpax Pharmaceuticals, Inc. (NASDAQ: VRPX), SRM Entertainment, Inc. (NASDAQ: SRM), LQR House, Inc. (NASDAQ: LQR), SusGlobal Energy Corp. (OTCQB: SNRG) and XS Financial, Inc. (CSE: XS).
Mr.Emory De Castro , age 65, has been Advent’s Chief Technology Officer since 2013. Dr. De Castro is responsible for the overall technical, manufacturing and business development operations for Advent. Prior to joining Advent, Dr. De Castro was a Vice President, Business Management and the site manager for BASF Fuel Cell Inc. in Somerset NJ. At BASF Dr. De Castro led marketing and sales, business development, quality control, and RD direction all cumulating in nearly a four-fold increase in revenues. As the Executive Vice President at the E-TEK Division, De Nora North America he managed operations, created a global brand, and expanded the organization’s fuel cell component business in Asia and Europe. Dr. De Castro has over 20 patent applications spanning fuel cell materials and catalysts, electrochemical technology, sensors, and a beer bottle cap that extends shelf life. He is the recipient of the 2013 Department of Energy Award for Manufacturing RD in lowering the cost of gas diffusion electrodes and the 2005 ECS New Technology Award to E-TEK Division, for introducing and commercializing a new electrolysis technology. Emory De Castro received his Ph.D. from the Department of Chemistry at the University of Cincinnati and a B.S. in Chemistry from Duke University. Dr. De Castro is well-qualified to serve on our board of directors due to his extensive scientific and technological experience.
James F. Coffey , age 60, has served as General Counsel, Chief Operating Officer and Corporate Secretary of Advent since February2021. Beginning in 2018, while a partner at Polsinelli Law Firm, Jim served as Advent’s outside legal counsel, and continued in his role as outside legal counsel with his firm, Coffey and Associates, from March2020 through February2021. Mr.Coffey has over thirty years of experience in corporate and securities law, mergers and acquisitions, venture capital and corporate finance, and intellectual property law. From 2013 to 2017, he served as general counsel to another HT PEM fuel cell company, Trenergi, which was a customer of Advent. Mr.Coffey was a Gerald L. Wallace Scholar at New York University School of Law where he received an LL.M. in Corporate Law. He received his J.D. from the New England School of Law, and his B.A., cum laude, from Providence College. Mr.Coffey is listed in The Best Lawyers in America for Mergers and Acquisitions. He is recognized for his work in intellectual property law by the IAM Patent 1000. Mr.Coffey was named a Massachusetts Super Lawyer by Law and Politics magazine. He is AV rated by Martindale-Hubbell. Mr.Coffey is a fellow of the Boston Bar Foundation and the American Bar Foundation.
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Summary Compensation Table
The following table sets forth certain information about the compensation paid or accrued during the years ended December31, 2023 and 2022 to our Chief Executive Officer and each of our two most highly compensated executive officers other than our Chief Executive Officer who were serving as executive officers at December31, 2023, and whose annual compensation exceeded $100,000 during such year or would have exceeded $100,000 during such year if the executive officer were employed by the Company for the entire fiscal year (collectively the “named executive officers” or “NEOs”).
