Business Context and Reporting Period
This Form 8-K filing by Alpha Modus Holdings, Inc. (Nasdaq: AMOD) reports corporate governance and executive compensation events occurring on January 2, 2025. The company, incorporated in Delaware, is classified as an emerging growth company. The filing details the appointment of a new Chief Revenue Officer and the formalization of compensation agreements for non-employee directors following a business combination closed on December 13, 2024.
Key Financial Metrics and Compensation
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. Instead, it discloses specific compensation figures tied to new agreements:
- Chief Revenue Officer (Thomas Gallagher):
- Annual Base Salary: $175,000
- Annual Stock Grant: $250,000 (vested quarterly)
- Performance Bonus: Eligible for annual cash/stock awards based on EBITDA and financial goals.
- Non-Employee Directors (Gregory Richter, Michael Garel, Scott Wattenberg, William Ullman):
- Annual Stock Retainer: $100,000 per director (valued as of Dec 13, 2024)
- Annual Cash Retainer: $25,000 per director
Material Changes
The primary material change reported is the expansion of the executive leadership team and the establishment of formal director compensation structures:
- Executive Appointment: Thomas Gallagher was appointed Chief Revenue Officer (CRO) effective January 2, 2025. He brings prior experience from Zones, DXC, Capgemini, IBM, HP/EDS, and AT&T.
- Director Agreements: Formal agreements were entered into with four non-employee directors, effective as of the closing of the business combination on December 13, 2024.
Outlook, Risks, and Unusual Items
Management Commentary: The appointment of Mr. Gallagher is intended to drive "business acceleration" and leverage his cross-industry experience to grow top-line revenue. His background includes a degree in Systems Engineering from the U.S. Naval Academy and five years of service in the Marine Corps.
Compensation Risks and Contingencies:
- Severance Terms: Mr. Gallagher's agreement includes severance provisions. Termination without "cause" prior to the one-year term expiration yields one month of base salary. However, termination without cause following a change in control, or resignation due to material diminution of duties or breach of contract, triggers severance equal to the highest base salary of the prior three years plus the average annual bonus.
- Stock Valuation: Stock grants for the CRO are valued based on the average closing price of the 10 trading days prior to the end of each quarter, introducing variability based on market performance.
Investor Verification Checklist
- Verify the current market price of AMOD stock to assess the immediate dilution impact of the $250,000 annual CRO stock grant and the $400,000 total annual director stock grants.
- Review the specific EBITDA and financial goals defined in the CRO's performance bonus plan to understand the conditions for additional compensation.
- Confirm the total number of outstanding shares to calculate the percentage of equity being allocated to new executive and director compensation.
- Monitor future filings for the actual vesting schedules and issuance dates of the quarterly stock grants.