Christopher J. Leatt
About Christopher J. Leatt
Dr. Christopher James Leatt is the Founder, Chairman, and Research & Development consultant of Leatt Corporation; age 56 as of March 4, 2024, with medical training at the University of Cape Town and currently pursuing a PhD in Neurosurgery at Stellenbosch University . He has served as Chairman since March 2005, providing continuity and product innovation as the inventor of the Leatt-Brace® and leader of R&D efforts . The Board operates with a separate Chair (Dr. Leatt) and CEO (Sean Macdonald), and held four meetings in 2024 with each director attending at least 75% of Board/committee meetings, underscoring active governance engagement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leatt Corporation | Chairman of the Board | March 2005–Present | Founder-lead stewardship and product innovation |
| Leatt Corporation | Research & Development consultant | July 2015–Present | Leads R&D; maintains IP and product pipeline |
| Tygerberg Academic Hospital | Neurosurgery Registrar | Not disclosed | Clinical neurosurgery background informs safety product design |
| Various medical practices (South Africa/UK) | General Practitioner; General Surgery/Orthopaedics | Not disclosed | Medical expertise underpinning protective gear development |
External Roles
- No other public-company board roles are disclosed in the proxy; biographical summaries list only roles at Leatt Corporation .
Fixed Compensation
- Dr. Leatt’s compensation comprises (1) cash/equity reported in the NEO Summary Compensation Table and (2) separate director agreement fees paid in ZAR.
Named Executive Officer Compensation (USD)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | 71,730 | 70,179 | 61,743 | 65,867 |
| Bonus ($) | — | — | — | — |
| Stock Awards ($) | 164,666 | 239,432 | 21,105 | 46,900 |
| Option Awards ($) | 11,446 | 17,166 | — | — |
| Non-Equity Incentive ($) | — | — | — | — |
| Non-Qualified Deferred Comp ($) | — | — | — | — |
| All Other Compensation ($) | 506,796 | 519,468 | 538,001 | 555,317 |
| Total ($) | 754,638 | 846,245 | 620,849 | 668,084 |
Notes: Option awards reflect the 1-for-25 reverse split effected September 20, 2012 .
Director Agreement (ZAR/month)
| Year | Base Fee (ZAR/month) | Terms |
|---|---|---|
| 2022 | ZAR 95,000 | Cash fee; travel/medical/life benefits; Senior Executive Wellness Program; indemnification; 6 months’ notice for termination |
| 2024 | ZAR 100,225 | Same benefits/indemnification; 6 months’ notice |
| 2025 (effective Jan 1) | ZAR 105,487 | Same benefits/indemnification; 6 months’ notice |
Performance Compensation
- No explicit performance metrics (e.g., revenue, EBITDA, TSR) are tied to Dr. Leatt’s compensation in the proxy; his consulting arrangement pays a monthly fee with CPI-linked escalation mechanics, while equity grants historically vest based on time rather than stated performance outcomes .
Equity Awards and Vesting
| Grant Date | Shares | Strike Price | Vesting Schedule | Expiration |
|---|---|---|---|---|
| Mar 29, 2016 | 52,000 | $2.60 | 15,600 immediately; remainder vested Mar 29, 2017 (15,600), Mar 29, 2018 (10,400), Mar 29, 2019 (10,400); vest timing modified Nov 22, 2016; Dec 31, 2017 vest eliminated | Mar 28, 2026 |
| Aug 24, 2017 | 52,000 | $1.60 | 20,800 vested Dec 31, 2017; 15,600 vested Dec 31, 2018; 15,600 vested Dec 31, 2019 | Aug 23, 2027 |
| Feb 25, 2019 | 52,000 | $2.30 | 15,600 (30%) vested Feb 25, 2019; 10,400 vested Feb 25, 2020; 10,400 vested Feb 25, 2021; 15,600 (30%) vested Feb 25, 2022 | Feb 24, 2029 |
- Option exercises/stock vested: No named executive officers exercised options or had vesting stock in fiscal 2024 (except as set forth elsewhere), indicating limited short-term selling pressure from newly vested awards .
Equity Ownership & Alignment
| Title of Class | Beneficial Ownership | Percent of Class |
|---|---|---|
| Common Stock ($0.001 par) | 2,016,164 shares (includes 1,855,157 directly; 5,007 family; plus vested options: 52,000 @ $2.60; 52,000 @ $1.60; 52,000 @ $2.30) | 31.63% |
| Class A Voting Convertible Preferred ($0.001 par) | 96,000 shares | 80.00% of preferred class |
- Capital structure context: Preferred stock votes with common at 100-for-1, has liquidation priority, and no dividend rights; company has 6,217,550 common and 120,000 preferred shares outstanding after the 1-for-25 reverse split references .
- Pledging/hedging: The proxy does not disclose any pledged shares or hedging policies for Dr. Leatt; security ownership is presented without pledge annotations .
Employment Terms
- Consulting Agreement (Innovation Services Limited, Dr. Leatt beneficiary; dated Nov 8, 2021):
- Scope: Exclusive research, development, and marketing consulting; Dr. Leatt must remain director/majority beneficiary of Innovation and primary liaison to the Company .
- Fees: $45,481/month (Jan–Jun 2024); increased to $47,072/month effective Jul 1, 2024; annual increases capped at lesser of 5% or CPI increase + 0.5% .
- IP: All IP generated under the agreement is Company property .
- Termination: Either party may terminate with 6 months’ notice; immediate termination by Company for cessation of services by Dr. Leatt, change in Innovation beneficial ownership, or material breach .
- Dispute resolution: JAMS arbitration under Comprehensive Rules with Expedited Procedures .
- Side letter (Nov 8, 2021): Non-compete with competitors; non-solicit of employees/shareholders/investors; obligation to present business opportunities to Company; ability to adjust fees if duty fulfillment diminishes .
- Director Agreement (July 8, 2015; as amended):
- Duties include board service, committee participation, investor relations, and corporate strategy; the Company indemnifies to the full extent allowed by law (exceptions for misconduct/fraud/knowing violations) .
- Termination: Either party may terminate with 6 months’ notice .
- Compensation: Base fee increased to ZAR105,487/month effective Jan 1, 2025; ZAR100,225/month during 2024; benefits include travel, medical, life insurance, Senior Executive Wellness Program .
- Severance/change-in-control:
- Named executive officers are not entitled to severance or benefits upon termination or following a change in control per historical proxy disclosure .
- Company discloses no current arrangements that may result in a change of control .
Board Governance (Service history, committees, independence)
- Board service history: Dr. Leatt serves as Chairman since March 2005 .
- Structure and roles: Board Chair and CEO roles are separated; board retains authority to combine in future .
- Committees:
- Audit Committee: Jeffrey Guzy (Chair, independent), Sean Macdonald; responsibilities include auditor selection, ICFR, related-party review .
- Compensation Committee: Jeffrey Guzy (Chair, independent), Sean Macdonald; CEO not present when his compensation is deliberated .
- Independence: Only Mr. Guzy qualifies as an independent director under NASDAQ rules; he chairs both Audit and Compensation Committees .
- Attendance: Board met four times in 2024 and acted by written consent four times; each director attended at least 75% of meetings .
Compensation Structure Analysis
- Cash vs equity mix: Dr. Leatt’s annual totals include modest “Salary” and “Stock Awards” alongside a large “All Other Compensation” line that has grown from $506,796 (2021) to $555,317 (2024), indicating substantial non-salary remuneration components; option awards were last recognized in 2022 and were time-based .
- Shift in instruments: No new option awards disclosed for 2023–2024; historical grants vest based on time rather than explicit performance metrics .
- Guaranteed vs at-risk pay: Consulting/director fees are fixed monthly and CPI-linked; no disclosed performance conditions on Dr. Leatt’s pay, suggesting limited formal pay-for-performance linkage .
- Modifications/repricing: Historical vesting schedule for 2016 options was modified in 2016 without changing the exercise price, aligning vesting with expected Q4 performance at that time; no repricing of exercise price occurred .
Related Party Transactions
- Innovation Services Limited consulting (Dr. Leatt is an indirect beneficiary) is a related-party arrangement with material annual fees and governance safeguards (IP assignment, non-compete, non-solicit, arbitration) .
- Audit Committee oversight includes review/approval of proposed related-party transactions .
Equity Ownership & Alignment (Detail)
| Component | Detail |
|---|---|
| Common shares | 2,016,164 total; includes direct and family holdings plus vested options in three tranches |
| Ownership % | 31.63% of common outstanding |
| Preferred shares | 96,000 Class A Voting Convertible Preferred (80% of preferred class); votes 100-for-1 with common |
| Options (exercisable) | 52,000 @ $2.60 (exp. Mar 28, 2026); 52,000 @ $1.60 (exp. Aug 23, 2027); 52,000 @ $2.30 (exp. Feb 24, 2029) |
| Pledging | No pledging disclosures identified in security ownership section |
Employment Terms (Additional Governance)
- Indemnification: Articles/bylaws provide indemnification/insurance to the fullest extent permitted under Nevada law; SEC policy limits indemnification under Securities Act claims .
- Governance emphasis: Risk oversight implemented through Board and committees; separation of Chair/CEO currently in place .
Investment Implications
- Alignment: Founder-level ownership (31.63% of common) plus control of preferred voting stock produces strong economic/voting alignment; near/mid-term option expiries (2026/2027/2029) are notable for potential exercises, but no option exercises occurred in 2024, reducing immediate selling pressure signals .
- Pay-for-performance: Dr. Leatt’s compensation is primarily fixed (consulting/director fees) with CPI-linked escalators and time-based equity vesting; absence of disclosed performance metrics suggests limited direct linkage to revenue/EBITDA/TSR outcomes, which can dilute incentive alignment for financial targets .
- Governance risk: Only one independent director on a three-person board; CEO sits on both Audit and Compensation Committees, with independence mitigated by Guzy chairing and excluding CEO from his own pay deliberations—still a structural independence concern for some investors .
- Related-party exposure: The Innovation Services Limited consulting arrangement is material and ongoing; while terms include IP assignment and restrictive covenants, investors should monitor fee escalation, delivery quality, and any adjustments tied to duty fulfillment to assess execution risk and potential conflicts .
- Change-in-control/severance economics: Historical disclosures indicate no severance or change-in-control benefits for named executive officers, limiting parachute risk; company also reports no arrangements that may result in a change of control, reducing near-term control-transition event risk .