Shawn Canter
About Shawn Canter
Shawn Canter (age 54) is KULR’s Chief Financial Officer (since March 31, 2023) and a member of the Board of Directors (since June 6, 2025). He holds a B.A. in Economics and an M.A. in Organizational Behavior from Stanford University, and a JD and MBA from the University of Michigan . He previously led M&A at Goldman Sachs and Bank of America (COO of M&A), bringing transactional and fiscal discipline as KULR scales commercialization . Company performance context: revenues rose from $4.0M in FY2022 to $10.7M in FY2024, while EBITDA improved from -$18.0M (FY2022) to -$13.4M (FY2024); TSR value of an initial $100 investment reached $128.62 by 12/31/2024 , with revenue values cited below and EBITDA values from S&P Global.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $3,994,634 ] | $9,830,166 ] | $10,737,481 ] |
| EBITDA ($USD) | -$18,026,583* | -$20,197,851* | -$13,434,121* |
| * Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | Executive in M&A | Not disclosed | Transactional expertise for financing and acquisitions |
| Bank of America (Investment Banking) | COO of M&A | Not disclosed | Operational leadership in complex deal execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in filings | — | — | — |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($USD) | $188,369 | $250,001 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Cash Bonus ($USD) | $0 | $45,000 (approved Oct 4, 2024) |
| Stock Awards – Fair Value ($USD) | $1,380,000 | $0 |
| Option Awards – Fair Value ($USD) | $0 | $0 |
Notes:
- Effective March 31, 2023, Board set CFO annual salary at $250,000 and granted 1,500,000 shares (pre-split) vesting in five equal annual installments .
- Company effected a 1-for-8 reverse split on June 23, 2025; share counts in 2025 tables reflect post-split amounts .
Performance Compensation (Equity Incentives)
| Grant Type | Grant Date | Shares | Fair Value ($USD) | Vesting Schedule | Performance Metrics / Payout |
|---|---|---|---|---|---|
| RSUs/Common Stock | Mar 31, 2023 | 1,500,000 (pre-split) | $1,380,000 | Five equal annual tranches over five years | Time-based; no specific performance metrics disclosed |
| RSUs/Common Stock | 2024 | — | $0 | — | — |
Program design context:
- KULR’s pay-versus-performance section notes compensation is intended to align long-term interests but is not specifically tied to annual performance measures; “Compensation Actually Paid” fluctuates largely with stock price changes .
- 2025 Equity Incentive Plan permits performance awards using metrics such as revenues, EBITDA, TSR, ROIC, etc., but actual executive metric weightings were not disclosed .
Equity Ownership & Alignment
| Date/Context | Vested vs Unvested | Amount | Value/Notes |
|---|---|---|---|
| Beneficial ownership (Record Date 9/24/2025) | Beneficial shares | 62,518; <1% of common; not a voting % listing due to Series A | Excludes 300,000 RSUs not vesting within 60 days |
| Outstanding equity awards at FYE 12/31/2024 | Unvested stock awards | 150,000 shares | $4,260,000 market value |
| Outstanding equity awards at FYE 12/31/2023 | Unvested stock awards | 1,500,000 shares (pre-split) | $285,000 market value |
Other alignment policies:
- Insider Trading Policy in place .
- Clawback Policy (Dodd-Frank compliant) effective Nov 29, 2023; equity awards subject to clawback/recoupment .
- No stock ownership guidelines disclosed for executives in the proxies; no pledging disclosures for Canter .
Employment Terms
| Term | Details |
|---|---|
| Role start | CFO effective March 31, 2023; Director effective June 6, 2025 |
| Employment agreement | Company states it has not entered into employment agreements with officers/directors; Board has discretion over salaries and bonuses |
| Severance | Not disclosed for Canter; prior COO severance was disclosed (context: $99,551) |
| Change-of-control | 2025 Plan generally accelerates service-vesting awards at Change in Control unless awards are assumed/continued; performance awards may be deemed earned at actual or target at Committee discretion |
| Clawback | Company-wide Clawback Policy; awards can be recouped; violations of non-compete/non-solicit/confidentiality can trigger cancellation and forfeiture under plan rules |
| Non-compete / Non-solicit | Not disclosed in an employment agreement; plan-level forfeiture provisions exist for competitive conduct |
Board Governance
- Board Service: Canter was appointed Director on June 6, 2025; he will not receive additional compensation for board duties .
- Independence: He is an executive director (non-independent). KULR’s leadership combines CEO and Chairman; a Lead Independent Director role is in place to enhance independence and oversight .
- Committees: Audit (Chair: Donna Grier; members: Grier, Massey, Schwartz) ; Compensation (Chair: Aron Schwartz; members: Massey, Grier, Schwartz) ; Nominating & Corporate Governance (Chair: Joanna Massey; members: Massey, Grier, Schwartz) . Canter is not listed as a member of board committees .
- Attendance: Board met seven times in 2024; directors had 100% attendance .
Director Compensation (for Canter)
- As a management director, Canter receives no additional board compensation .
- Non-employee director cash and RSU compensation was updated on June 6, 2025 (Lead Director: $120,000 cash + 105,040 RSUs; Audit Chair: $97,500 cash + 105,040 RSUs), subject to shareholder approval of the new plan .
Compensation Structure Analysis
- Shift to time-based RSUs: Canter’s 2023 equity award (1.5M shares pre-split) vests in five equal annual tranches; no option awards or disclosed performance metrics, indicating lower risk and stronger retention orientation .
- Cash vs equity mix: 2024 compensation was primarily salary plus a modest cash bonus ($45k); no new stock awards recorded in 2024 .
- Discretionary bonuses: Board approved the 2024 bonus on October 4, 2024 .
- Repricing safeguards: 2025 Equity Plan prohibits repricing options/SARs without shareholder approval .
Related Party Transactions and Risk Indicators
- Related parties: None involving Canter disclosed above SEC thresholds; related party transactions subject to Audit Committee approval .
- Legal proceedings: Filings indicate no disqualifying legal events for directors/officers in the past ten years .
- Clawbacks/controls: Clawback and insider trading policies in place .
Performance & Track Record
- TSR: Value of $100 investment rose to $128.62 by 12/31/2024 (three-year PVP table) .
- Financial trajectory during Canter’s CFO tenure: revenues increased to $10.7M in FY2024 and EBITDA losses narrowed to -$13.4M* ].
- Company notes that “Compensation Actually Paid” and PVP are driven largely by stock price valuation changes year-to-year, rather than explicit annual performance targets .
Compensation Committee Analysis
- Composition: Schwartz (Chair), Massey, Grier – all independent under SEC/NYSE American criteria; authority to retain advisors .
- Activity: Compensation Committee met two times in 2024 and acted thrice by unanimous written consent .
- Governance: Say-on-Pay presented to stockholders annually (advisory) .
Investment Implications
- Retention vs performance: Canter’s equity is time-based over five years, favoring retention and potentially creating periodic supply overhang as tranches vest; no disclosed annual KPI weightings reduce direct pay-for-performance transparency .
- Cash discipline: 2024 pay skewed to salary with a modest $45k bonus, suggesting conservative cash comp amid commercialization scaling .
- Alignment and ownership: Beneficial ownership is relatively small (62,518 shares), but unvested awards are material (150,000 shares at YE2024), implying future vest-driven selling potential or alignment depending on holding behavior .
- Governance checks: Executive director status (CFO on Board) raises independence considerations, partially mitigated by a Lead Independent Director and fully independent committees; no additional director pay for Canter reduces conflict concerns .
- Downside protection: Robust clawback policy and plan-level forfeiture for competitive conduct improve recourse in adverse scenarios; plan’s change-in-control terms can accelerate vesting unless awards are assumed, which can impact dilution and retention calculus in strategic transactions .
Notes on data sources: Financial metrics marked with an asterisk (*) are values retrieved from S&P Global via GetFinancials.