UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 2, 2022, the Board of Directors of BTCS Inc. (the “Company”) ratified the following arrangements approved by its Compensation Committee:
Charles Allen, the Company’s Chief Executive Officer, was awarded 173,611 fully-vested shares of common stock and Michal Handerhan, the Company’s Chief Operating Officer, was awarded 111,111 fully-vested shares of common stock granted under the 2021 Equity Incentive Plan (the “Plan”).
Charles Allen, the Company’s Chief Executive Officer, was granted the following restricted stock units (“RSUs”) with vesting terms set forth below:
| ● | 173,611 RSUs when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $100,000,000; | |
| ● | 173,611 RSUs when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $150,000,000; | |
| ● | 173,611 RSUs priced when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $200,000,000; and | |
| ● | 173,611 RSUs when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $400,000,000. |
Michal Handerhan, the Company’s Chief Operating Officer, was granted the following RSUs with vesting terms set forth below:
| ● | 173,611 RSUs when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $100,000,000; | |
| ● | 173,611 RSUs when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $150,000,000; | |
| ● | 173,611 RSUs priced when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $200,000,000; and | |
| ● | 173,611 RSUs when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $400,000,000. |
Michael Prevoznik, the Company’s Chief Financial Officer, was granted the following RSUs with vesting terms set forth below:
| ● | 55,556 RSUs when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $100,000,000, and the time-based criteria set forth below are met; | |
| ● | 55,556 RSUs when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $150,000,000, and the time-based criteria set forth below are met; | |
| ● | 55,556 RSUs priced when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $200,000,000, and the time-based criteria set forth below are met; and | |
| ● | 55,556 RSUs when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above $400,000,000, and the time-based criteria set forth below are met. |
To the extent any market capitalization targets set forth above for Mr. Prevoznik are achieved the RSUs will also be subject to the following five-year vesting schedule: 20% of the RSUs which have met a market capitalization criteria will vest on the one-year anniversary of the grant date, and the remaining 80% of the RSUs which have met a market capitalization criteria will vest monthly over the four years following the one year anniversary of the grant date.
In addition to the vesting criteria set forth above, while the Company is listed on the Nasdaq, the restricted stock units issued to Mr. Allen, Mr. Handerhan, and Mr. Prevoznik are subject to the receipt of shareholder approval approving an increase in the Plan or the creation of a new plan as required under Nasdaq rules.
The Board of Directors of the Company ratified grants of RSUs to each independent director. David Garrity, Carol VanCleef and Charles Lee were each granted 31,848 restricted stock units (the “Board Grants”). The Board Grants vest in four equal installments at the end of each calendar quarter. The Board also approved the following annual committee chair fees: $15,000 for the Audit Committee Chair, $8,000 for the Compensation Committee Chair, and $8,000 for the Governance and Nominating Committee (collectively, the “Committee Chair Fees”). The Committee Chair Fees are payable quarterly in four equal installments.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BTCS INC. | ||
| Date: January 4, 2022 | By: | /s/ Charles W. Allen |
| Name: | Charles W. Allen | |
| Title: | Chief Executive Officer | |