Jay Yamamoto
About Jay Yamamoto
Jay K. Yamamoto, age 46, was appointed General Counsel and Corporate Secretary of KULR on June 6, 2025, after serving as KULR’s primary outside counsel since December 2016; he brings 15 years of corporate/securities legal experience, including 7+ years as a partner at Sichenzia Ross Ference Carmel LLP, advising on IPOs, secondary offerings, M&A, and governance . He holds B.A. degrees in economics and philosophy from Colgate University and a J.D. from Pace University School of Law . Company performance context: KULR’s FY revenue rose to $10.74M in 2024 (from $3.99M in 2022), while EBITDA remains negative; KULR’s Pay-vs-Performance disclosure shows a $100 investment in KULR equity was valued at $128.62 at FY 2024 year-end for the 2022–2024 window . See the multi-year performance table below for detail.
Company Performance (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $3,994,634 | $9,830,166 | $10,737,481 |
| EBITDA ($USD) | $(18,026,583)* | $(20,197,851)* | $(13,434,121)* |
Values marked with an asterisk were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sichenzia Ross Ference Carmel LLP | Partner (corporate & securities) | 7+ years within 15-year practice | Led IPOs/secondary offerings, M&A, governance; represented public/private companies in financings and transactions |
| KULR Technology Group (outside counsel) | Primary outside counsel | Dec 2016–Jun 2025 | Advised on securities regulation, corporate governance, M&A; gained intimate company understanding |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sichenzia Ross Ference Carmel LLP | Partner | 7+ years | Deep capital markets and corporate counsel expertise directly transferable to KULR’s regulatory and transactional needs |
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $350,000 | Jun 6, 2025 | Approved by Board upon appointment as General Counsel & Secretary |
- No employment agreement disclosed; Board retains discretion over salaries/bonuses for officers, with no fixed-term contracts .
- No target/actual annual bonus for Jay Yamamoto disclosed in proxy or 8-K; not reported in FY 2024 tables (he was appointed in 2025) .
Performance Compensation
| Award Type | Grant Size | Vesting | Performance Metric | Payout Formula | Plan Dependency |
|---|---|---|---|---|---|
| RSUs | 1,500,000 shares | Eight equal increments every six months, beginning Jun 6, 2025 (≈187,500 RSUs per tranche), subject to continued service | None (time-based) | Time-based vesting; no performance targets | Issuable upon shareholder approval of new equity plan; 2025 Equity Incentive Plan effective Nov 21, 2025 |
- The 2025 Equity Incentive Plan prohibits repricing of options/SARs without shareholder approval and caps non-employee director annual grant-date fair value at $600,000 .
- Performance Awards under the plan can be based on EPS, revenues/margins, FCF, ROIC/ROE, TSR, market share, strategic execution, etc., but Jay’s RSUs are time-vested (no performance metrics) .
Equity Ownership & Alignment
| Ownership Item | Status | As-of Date | Notes |
|---|---|---|---|
| Beneficial Ownership (Common Stock) | Not listed with any shares | Record Date Sep 24, 2025 | Jay Yamamoto shows no reported common shares in the beneficial ownership table for directors/executives |
| Vested vs Unvested | Not disclosed | — | RSUs vest over 4 years in eight semiannual tranches, contingent on plan approval |
| Options (Exercisable/Unexercisable) | None disclosed | — | No option awards disclosed for Jay |
| Pledging/Hedging | Not disclosed | — | Company has an Insider Trading Policy; specific hedging/pledging restrictions not detailed in proxy excerpts cited |
| Ownership Guidelines | Not disclosed | — | No executive stock ownership guideline disclosures for Jay identified in the proxy excerpts |
Alignment factors: Semiannual vesting of 1.5M RSUs (≈187,500 per tranche) over 4 years creates continued-service retention incentives and potential periodic supply events upon settlement; issuance is tied to stockholder-approved plan effective Nov 21, 2025 .
Employment Terms
- Start date and role: Appointed General Counsel & Secretary effective June 6, 2025; annual salary $350,000; 1,500,000 RSUs time-vested semiannually over four years; RSU issuance contingent on shareholder approval of a new equity plan .
- Employment agreements: KULR reports no employment agreements for officers/directors; compensation is at Board discretion; no fixed severance multiples disclosed .
- Clawback: Company adopted an SEC-compliant Clawback Policy (Nov 29, 2023) requiring recovery of certain cash/equity incentives upon restatements due to material noncompliance; award agreements may be unilaterally amended to comply .
- Change-in-control (CIC) under 2025 Plan:
- Time/service-vesting awards generally fully vest at CIC unless the award is continued/assumed/substituted by a successor; performance awards may be deemed earned based on actual results through CIC or at target, full or pro-rata, at Committee discretion .
- If awards are assumed/continued on substantially the same terms, acceleration does not occur (i.e., effectively double-trigger via non-acceleration when assumed) .
- Non-compete/non-solicit: Not disclosed in proxy or 8-K for Jay Yamamoto .
- Related party transactions: 8-K affirmatively notes no material, direct or indirect interest for Jay in transactions requiring Item 404(a) disclosure .
Compensation Committee & Governance
- Compensation Committee members: Aron Schwartz (Chair), Dr. Joanna Massey, Donna H. Grier; all meet independence criteria under SEC and NYSE American rules .
- Committee remit includes CEO pay approval, recommending other executive officer compensation, and oversight of incentive and equity plans .
- Corporate governance documents (Code of Ethics, Insider Trading Policy, Compensation Recovery Policy, Committee Charters) are maintained and referenced on company websites .
Investment Implications
- Pay-for-performance alignment: Jay’s package is heavily equity-centric via 1.5M time-based RSUs vesting semiannually over 4 years, aligning retention with continued service but lacking explicit performance hurdles; CIC terms provide acceleration unless awards are assumed, which can dilute pay-for-performance discipline in certain takeover scenarios .
- Retention and supply dynamics: Semiannual vesting cadence (≈187,500 RSUs per tranche) may create predictable settlement windows; issuance of these RSUs is tied to the 2025 Plan effectiveness (Nov 21, 2025), gating near-term settlement mechanics .
- Ownership posture: As of the 2025 record date, Jay had no reported beneficial ownership in common stock; while RSUs provide future alignment, lack of current holdings suggests alignment relies primarily on future vesting rather than existing skin-in-the-game .
- Company performance backdrop: Revenues grew from $3.99M (2022) to $10.74M (2024) while EBITDA remained negative; KULR’s disclosed TSR for the 2022–2024 period shows $100 rising to $128.62, providing mixed signals on operational profitability vs equity performance . Values marked with an asterisk in the table were retrieved from S&P Global.
Overall: Jay’s legal and capital markets background and prior counsel relationship should reduce execution risk in securities, governance, and M&A matters. Compensation emphasizes retention via time-vested RSUs with CIC acceleration subject to assumption, offering continuity incentives but limited direct linkage to operating metrics. Monitoring Form 4s post-plan effectiveness and semiannual vest dates will be key for insider selling pressure and alignment signals .