Russell Kline
About Russell Kline
Russell Kline, age 53, was appointed Chief Financial Officer and designated principal financial and accounting officer of 374Water (SCWO) on December 16, 2024; he holds a BBA in Accounting and Finance from Western Michigan University and is a CPA . His prior experience spans SVP Finance at Ole Distribution (2020–2024), business consulting (2018–2020), and senior finance/operations leadership roles at Sony Pictures Latin America and Sony Pictures Entertainment (2009–2018) . Company performance during his tenure includes Q2 2025 revenue of $600,000, net loss of $4.6 million, and cash of $2.1 million; pay-versus-performance disclosures show FY2024 net loss of $12.4 million and a TSR index value of $24 (vs $100 baseline in 2022) . Mr. Kline has co-hosted investor calls and serves as the primary contact for financial communications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ole Distribution (Ole Communications) | SVP Finance | 2020–2024 | Led finance for distribution of TV channels across Latin America; operational and financial oversight |
| Various clients | Business Consultant | 2018–2020 | Operational process reviews and financial analysis for multiple clients |
| Sony Pictures Latin America | SVP Channel Operations & Business Development; VP Finance & Operations | 2009–2018 | Managed channel operations, led business development and JV partnerships; finance/operations leadership |
| Sony Pictures Entertainment | Senior financial roles | Prior to 2009–2018 | Oversaw financial planning, corporate audits, global consolidations |
| Early career | Business consulting/audit | Early career | Audit/consulting for manufacturing, distribution, service businesses |
External Roles
No public company directorships or external board roles disclosed for Mr. Kline .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Base Salary | $300,000 initial annual salary | |
| Signing Bonus | $10,000 | |
| Target Annual Bonus | 50% of then-current base salary |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Not disclosed | Set annually by Company | Not disclosed | Not disclosed | N/A |
| RSUs (time-based) | N/A | N/A | N/A | N/A | 77,160 units vest on first anniversary (Dec 16, 2025); 231,482 units vest monthly over the following 36 months |
| RSUs (milestone-based) | N/A | Company milestones | Not disclosed | Not disclosed | 308,642 units vest upon achievement of milestones set by Company |
| Options (time-based) | N/A | N/A | N/A | N/A | 77,160 options vest on first anniversary; 231,482 options vest monthly over the following 36 months; strike set at Fair Market Value per plan |
| Options (milestone-based) | N/A | Company milestones | Not disclosed | Not disclosed | 308,642 options vest upon achievement of milestones; strike set at Fair Market Value per plan |
Equity Ownership & Alignment
- Equity awards granted at appointment: 617,284 RSUs and 617,284 stock options with the vesting schedules above; option exercise price set at Fair Market Value under the 2021 Equity Incentive Plan .
- Change-in-control: Plan provides for immediate exercisability of options and lapse of restricted periods for 100% of outstanding restricted stock upon a Change in Control, unless otherwise provided in award agreements .
- Hedging and short sales are prohibited under the Company’s insider trading policy; policy filed with the 2024 Form 10‑K .
- Clawback: The Company has adopted a Dodd‑Frank compliant policy for recovery of erroneously awarded compensation .
- Beneficial ownership: Mr. Kline is not listed among named beneficial owners in the November 3, 2025 proxy’s stock ownership table; executive group totals are disclosed without an individual entry for Mr. Kline .
Employment Terms
| Provision | Terms | Source |
|---|---|---|
| Start Date | December 16, 2024 | |
| Title | Chief Financial Officer; principal financial and principal accounting officer | |
| Severance – Without Cause / Good Reason | Six months of then-current base salary (paid in equal installments over six months), any earned but unpaid annual bonus, and six months of medical/health/vision coverage | |
| Severance – Additional if separation ≥ first anniversary | Pro‑rated annual bonus based on actual performance for the fiscal year; accelerated vesting of equity awards as if employed through six months after separation | |
| Equity Plan | Awards granted under 2021 Equity Incentive Plan; options at Fair Market Value; transfer restrictions per plan | |
| Covenant/Indemnification | Confidential information covenants; standard Company indemnification obligations |
Company Performance During Kline’s Tenure
| Metric | Q2 2025 | Source |
|---|---|---|
| Revenue ($) | $600,000 | |
| Total Operating Expenses ($) | $4.4 million | |
| Net Loss ($) | $4.6 million | |
| Cash and Cash Equivalents ($) | $2.1 million (as of June 30, 2025) | |
| Working Capital ($) | $4.6 million (as of June 30, 2025) | |
| FY2024 Net Income ($) | $(12,434,114) | |
| TSR Index Value ($100 baseline) | $24 (FY2024); $50 (FY2023); $100 (FY2022) |
Additional Notes
- The Company filed a Form of Non‑Qualified Stock Option Agreement for each of Russell Kline and Brad Meyers as exhibits to an October 14, 2025 Form 8‑K; specific grant quantities and strikes for these forms (if any grants were made) were not detailed in the exhibit summary .
- No related‑party transactions involving Mr. Kline were identified; the 8‑K states no transactions requiring Item 404(a) disclosure .
Investment Implications
- Alignment: A substantial portion of Kline’s compensation is equity‑based (617,284 RSUs and 617,284 options) with both time-based and milestone-based vesting, aligning incentives with shareholder value and operational milestones; hedging is prohibited and clawback is in place, reducing misalignment risk .
- Retention and supply dynamics: The 25% first‑anniversary cliff for time‑based awards followed by 36 months of monthly vesting beginning after Dec 16, 2025 can create ongoing vesting‑related supply, subject to trading windows and personal liquidity needs; severance terms and six‑month accelerated vesting post‑anniversary further stabilize retention through year one .
- Change‑of‑control economics: Full acceleration of options and lapse of restrictions on restricted stock under the Equity Plan can materially enhance exit payouts, which is standard but should be monitored for potential over‑incentivization of sale outcomes if the board modifies award agreements .
- Execution risk: Company performance under Kline’s tenure shows growth in revenues amid elevated losses and operating expense expansion tied to scaling, indicating continued execution and funding requirements; investor communications highlight CFO leadership in market updates, but pay outcomes tied to specific performance metrics remain undisclosed for the bonus and milestone awards .