Scott Jolcover
About Scott Jolcover
Scott Jolcover is Chief Resource Officer at American Battery Technology Company (ABAT). He joined ABAT in November 2020 and has served as CRO since at least October 2021, bringing five decades of development experience across construction, mining and land development, water resources, claims management, and environmental solutions . He is 74 years old as of the 2025 proxy . His pay is anchored by a $240,000 base salary with at‑risk incentives tied to achieving board‑approved performance milestones (cash bonus target set at 75% of base; milestone‑driven RSUs and warrants) . In March 2024 he elected to receive part of cash compensation as equity (11,500 RSUs and 11,500 warrants at $2.00 strike), signaling alignment and cash conservation; these vest immediately upon entitlement to the related cash .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Comstock Mining Inc. | Director of Development & General Site Manager | 2005–Nov 2020 | Managed all commercial transactions (land, water, major capex and acquisitions); served 2 years on the board |
| Virginia City Ventures | President & CEO | n/a | Established the Comstock Gold Mill; partnered with the Tri-County Railway Commission |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nevada Works | Board/leadership roles | n/a | Board and leadership responsibilities |
| Northern Nevada Development Authority (NNDA), Design & Construction Committee | Committee/leadership role | n/a | Regional development leadership |
| Virginia City Tourism Commission (VCTC) | Chair/Vice-Chair | ~20-year relationship | Long-standing tourism and regional leadership |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 240,000 | 240,000 |
| Target Cash Bonus (% of Salary) | 75% of base (milestone-based) | 75% of base (milestone-based) |
| Actual Cash Bonus Paid ($) | 40,000 | 81,900 |
Performance Compensation
Summary of Equity-Based Compensation (grant-date accounting)
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Stock Awards – Grant Date Fair Value ($) | 684,025 | 89,108 |
| Warrant/Option Awards – Grant Date Fair Value ($) | 225,009 | 100,000 |
Incentive Structure, Metrics, and Vesting
| Element | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Strategic performance milestones | Not disclosed | 75% of base salary | Disclosed as paid amounts in SCT (see above) | n/a |
| RSUs (bonus equity) | Strategic performance milestones | Not disclosed | $300,000 (dollar value, divided by 20‑day VWAP) | Not disclosed | Vests 1/12th quarterly beginning the last quarter after issuance until fully vested |
| Warrants/Options (bonus equity) | Strategic performance milestones | Not disclosed | $500,000 (Black‑Scholes determined; 3‑year expiration per CRO agreement) | Not disclosed | Vests 1/12th quarterly beginning the last quarter after issuance until fully vested |
| One‑time equity election (Mar 15, 2024) | Cash-for-equity election | n/a | 11,500 RSUs + 11,500 warrants at $2.00 strike in lieu of $23,000 cash | Vests immediately upon entitlement to $23,000 cash | Immediate vest upon cash entitlement |
Outstanding RSUs (snapshot from FY 2025 proxy)
| Grant Date | RSUs Not Vested (#) | Market Value ($) |
|---|---|---|
| 01/02/2025 | 12,554 | 20,337 |
| 10/04/2024 | 5,226 | 8,466 |
| 03/31/2024 | 2,643 | 4,282 |
| 02/26/2024 | 3,963 | 6,420 |
| 09/30/2023 | 1,563 | 2,532 |
| 09/30/2023 | 50,000 | 81,000 |
Outstanding Options/Warrants (snapshot from FY 2025 proxy)
| Grant Date | Options/Warrants Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 12/03/2024 | 11,987 | 4.29 | 12/31/2030 |
| 04/06/2024 | 25,546 | 4.29 | 04/05/2029 |
| 02/26/2024 | 19,658 | 4.29 | 02/24/2029 |
| 09/30/2023 | 2,720 | 6.53 | 09/28/2028 |
| 06/16/2023 | 4,769 | 6.60 | 06/14/2028 |
Equity Ownership & Alignment
| Date (as of) | Beneficial Ownership (Common) | Percent of Class |
|---|---|---|
| Oct 3, 2023 | 252,523 | 0.546% |
| Sep 17, 2024 | 336,289 | <1% (“*”) |
| Sep 15, 2025 | 427,844 | <1% (“*”) |
- Ownership guidelines: not disclosed in the proxies reviewed .
- Pledging/hedging: no specific pledging disclosure identified in the 2024 or 2025 proxy excerpts provided .
- Section 16 compliance note (historical): 2022 proxy reported that Jolcover had yet to file a Form 3 upon becoming an officer (Aug 27, 2021) and a Form 4 for a December 29, 2021 preferred conversion; company expected filing post‑proxy .
Employment Terms
- Core agreement: CRO employment agreement dated January 3, 2023 provides base salary of $240,000; bonus cash target 75% of base; $300,000 in RSUs (20‑day VWAP) and $500,000 in warrants (3‑year term, Black‑Scholes) upon achieving board‑approved milestones; equity vests 1/12th quarterly starting the quarter after issuance .
- Amended offer letters (Dec 4, 2023 8‑K): added performance‑based bonus milestones for FY 2024 and amended change‑of‑control to allow unvested equity to become immediately exercisable upon a change in control .
- One‑time cash‑for‑equity election (Mar 15, 2024 8‑K): 11,500 RSUs and 11,500 warrants (5‑year term) at $2.00 strike in lieu of $23,000 cash; vests immediately upon entitlement to the cash amount .
- Termination/Severance: If terminated without cause or for good reason, entitled to accrued salary, reimbursable expenses, and earned milestone bonus; company may offer salary continuation in exchange for a non‑compete (terminable at company discretion). Disclosure states an “additional amount equal to twelve (6) months of salary” and six (6) months of COBRA; vested but unexercised options/warrants must be exercised by the earlier of one year after end of salary continuation or instrument expiry .
- Change of control: as amended, unvested equity becomes immediately exercisable upon a change of control .
Investment Implications
- High at‑risk, milestone‑linked mix with moderate cash: Base salary remains modest at $240k while incentive opportunity is sizable (75% cash bonus target plus RSU and warrant components), indicating pay leveraged to execution milestones rather than guaranteed cash .
- Shareholder alignment and liquidity conservation: The March 2024 elective swap of cash for equity (RSUs and warrants at $2.00 strike) suggests alignment with equity holders and sensitivity to cash preservation; immediate vesting upon cash entitlement minimizes service risk but sustains market alignment through option exposure .
- Vesting cadence and potential selling pressure: The 1/12th quarterly vesting framework creates a steady stream of potential share releases over time, which can introduce periodic supply dynamics depending on trading windows .
- Change‑of‑control accelerations: Immediate exercisability of unvested equity on a change of control is standard but can amplify monetization incentives around strategic transactions and create near‑term selling overhang in a deal scenario .
- Ownership trend: Beneficial ownership rose from ~253k shares (2023) to ~428k (2025), still under 1% of shares outstanding—exposure is meaningful for an officer but not a controlling stake, balancing alignment with limited single‑holder risk .
- Compliance footnote: The 2022 proxy’s Section 16 delinquency note for initial filings is an historical governance blemish; no recent repeats are disclosed in the excerpts provided .
No specific disclosures located in the provided excerpts on: stock ownership guidelines, pledging/hedging policy status for Jolcover, clawback terms, or detailed performance metric weightings beyond milestone language. Where absent above, items are “not disclosed” in the cited materials.
