Bradford Adamczyk
About Bradford Adamczyk
Bradford T. Adamczyk is Executive Chairman and Director at Applied Energetics (AERG). He has served on the Board since March 8, 2018 (elected following a successful proxy contest), became Chairman in May 2019, and was appointed Executive Chairman in November 2021; age 56 as of the August 2025 proxy. He brings 25+ years in investments and financial analysis, founded MoriahStone Investment Management in 2013, previously was a senior securities analyst at Columbus Circle Investors, and began his finance career at Morgan Stanley. He holds an MBA from the University of Michigan and a BA from Western Michigan University (Magna Cum Laude). He helped lead AERG’s 2018 recapitalization via the proxy effort that reconstituted the board and management.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MoriahStone Investment Management | Founder | 2013–present | Specialized in public equities and small-cap private companies |
| Columbus Circle Investors | Senior securities analyst | Not disclosed | Focused on traditional and emerging technology investments |
| Morgan Stanley | Early career (post-MBA) | Not disclosed | Entry into finance; foundational capital markets experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BroVo Spirits, LLC | Chairman of the Board (2018–2024); Director (current) | 2014–present (advisory board 2014–2018; board 2018–present) | Continues to serve on board; chaired 2018–2024 |
Board Governance (service history, committee roles, dual-role implications)
- Service/terms: Director since 2018; currently classified as Class I with a three-year term listed on the 2025 ballot; the company runs a staggered board structure.
- Committee structure: The board currently has no standing committees; all committee functions are handled by the full board. The board states that Messrs. Adamczyk, Schultz, Alber and Andrews qualify as independent under OTCQB standards (notwithstanding Mr. Adamczyk’s executive chair role). Investors may scrutinize dual-role independence and the absence of committees as governance evolves.
- Board compensation reset: Effective May 29, 2025, annual board compensation for Mr. Adamczyk increased to $275,000 from $215,000, signaling a new compensation level for board service.
Fixed Compensation
| Year | Role | Cash retainer/fees | Stock awards | Option awards | Total |
|---|---|---|---|---|---|
| 2023 | Executive Chairman (director fees) | $215,000 | — | — | $215,000 |
| 2024 | Executive Chairman (director fees) | $215,000 | — | — | $215,000 |
| 2025 (rate) | Executive Chairman (director fees) | $275,000 annual rate effective 5/29/2025 | — | — | Not disclosed (rate change mid-year) |
Notes:
- Adamczyk’s compensation appears in director compensation rather than the NEO Summary Compensation Table, reflecting his role as Executive Chairman without a disclosed executive salary.
Performance Compensation
- Grants in 2024: No plan-based awards were granted to Mr. Adamczyk in 2024 (table shows no awards for him).
Outstanding equity awards (as of 12/31/2024):
| Name | Securities underlying unexercised options (exercisable) | Unexercisable | Exercise price | Expiration | Vesting status |
|---|---|---|---|---|---|
| Bradford T. Adamczyk | 4,900,000 | — | $0.07 | 11/12/2028 | Exercisable (fully listed as exercisable) |
Implications:
- Low exercise price options expiring in 2028 create potential decision points for exercise/sale timing as expiration nears (possible selling pressure into 2027–2028 if stock price exceeds strike).
Equity Ownership & Alignment
| As-of date | Beneficial ownership (shares) | % ownership | Components and notes |
|---|---|---|---|
| 9/6/2024 | 7,165,081 | 3.3% | Includes 1,563,599 shares via Moriah Stone Global L.P. (controlled by Adamczyk) and 4,900,000 option shares; 3,500,000 of the options held by Adamczyk Family 2021 LLC. |
| 7/28/2025 | 7,105,081 | 3.2% | Includes 1,563,599 shares via Moriah Stone Global L.P.; includes 4,870,000 option shares; 3,500,000 of the options held by Adamczyk Family 2021 LLC. |
Additional alignment considerations:
- Stock ownership guidelines: Not disclosed in the proxy. —
- Pledging/hedging: No pledging or hedging disclosures specific to Mr. Adamczyk were found in the proxy. —
- Section 16 compliance: The proxy notes some late filings for other officers but does not cite issues for Mr. Adamczyk.
Employment Terms
- Employment agreement: No Adamczyk-specific employment, severance, non-compete, or change-of-control terms are disclosed in the proxy; his remuneration is addressed under director compensation.
- Clawback: The 2025 Equity Incentive Plan includes a clawback provision applicable to awards granted under the plan.
Performance & Track Record
- Strategic contribution: Key leader of the 2018 proxy and recapitalization that reconstituted the board and management, enabling pursuit of AERG’s technology and IP roadmap.
- Operating performance metrics (TSR, revenue, EBITDA growth): Not specifically disclosed for Adamczyk; company-level “Pay versus Performance” disclosure provided at proxy level without Adamczyk-specific metrics.
Director Compensation (structure and peers)
- Structure: Cash-only board compensation for Adamczyk; no additional stock or option awards reported to directors for 2023–2024; rate increased to $275,000 in 2025.
- Committee retainers/meeting fees: Not applicable; no standing committees; no meeting fees disclosed.
Compensation Structure Analysis
- Mix shift: Executive Chairman pay is cash-based (director fees), with no new equity awards in 2023–2024 to Adamczyk; however, legacy option exposure is significant (4.9 million options at $0.07 expiring 2028).
- Plan design/governance: Company adopted a 2025 Equity Incentive Plan with clawback policy; board intends to evolve compensation program as the company grows.
- Pay-for-performance linkage: No disclosed performance metrics tied to Adamczyk’s current compensation; board notes alignment objective generally and uses outside input for compensation decisions.
Related Party Transactions
- No Adamczyk-specific related party transactions are disclosed; notable related-party detail in 2025 proxy pertains to the 2019 AOS asset purchase (Dr. McCahon), not Adamczyk.
Say-on-Pay & Shareholder Feedback
- Items on ballot: Advisory say-on-pay and say-on-frequency included in 2025 proxy; results not provided in the document excerpt.
Expertise & Qualifications
- Background: Capital markets, corporate finance, and strategy; track record building high-performing teams to execute company strategy; academic credentials: MBA (University of Michigan); BA (Western Michigan University, Magna Cum Laude).
Work History & Career Trajectory
- Finance-first trajectory: Morgan Stanley → Columbus Circle Investors (senior analyst) → Founder, MoriahStone Investment Management (2013–).
- AERG leadership: Director (2018–), Chairman (2019–), Executive Chairman (2021–).
Compensation Committee Analysis
- Committee composition: No separate compensation committee; full board oversees compensation matters; no disclosure of independent compensation consultant usage.
Investment Implications
- Alignment and retention: Adamczyk’s 3.2% beneficial stake (as of 7/28/2025) and 4.9 million low-strike options expiring in 2028 suggest meaningful alignment and incentives to remain through option expiry; monitor Form 4 filings for any exercise/sale activity as expiration approaches.
- Governance risk/discount: Dual role (Executive Chairman) coupled with no board committees may draw governance scrutiny; however, the board asserts OTCQB “independence” status for Adamczyk—investors should watch for committee formation and clearer independence delineations.
- Cash comp step-up: Increase in board retainer from $215,000 to $275,000 effective May 29, 2025 raises fixed cash outlay for board leadership; absent performance metrics tied to Adamczyk’s pay, investors may prefer future equity or performance-linked structures.
- Plan controls: The 2025 Equity Incentive Plan’s clawback provides downside protection to shareholders but does not, by itself, address committee/independence concerns; monitor adoption details and future awards.
Watch items: option activity into 2027–2028; any emergence of board committees (audit/comp/nom); future director pay design (adding performance-linked equity vs. cash); and any updates on say-on-pay outcomes and shareholder engagement.