Business Context and Reporting Period
Data Storage Corporation (DTST) filed a Form 8-K on March 28, 2023, reporting the execution of new Executive Employment Agreements. The agreements cover the Chief Executive Officer, Charles M. Piluso, and the Chief Financial Officer, Chris H. Panagiotakos. While signed on March 28, 2023, the agreements are effective retroactively as of January 1, 2023, for an initial three-year term.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures.
Executive Compensation Details
- CEO (Charles M. Piluso):
- Base Salary: $225,000 (2023), $235,000 (2024), $260,000 (2025).
- Equity: Annual award valued at $100,000 (split RSUs/Options) vesting over three years.
- Performance Shares: Up to 75,000 PSUs vesting upon market cap milestones of $35M, $50M, and $75M.
- Bonus: Discretionary cash bonus ranging from $75,000 to $300,000 annually.
- CFO (Chris H. Panagiotakos):
- Base Salary: $215,000 (2023), $225,000 (2024), $242,500 (2025).
- Equity: Annual award valued at 25% of base salary (split RSUs/Options) vesting over three years.
- Bonus: Discretionary MBO bonus (25% of base salary), financial objective bonus ($45,000), and long-term incentive bonus (25% of base salary in equity).
Material Changes
The filing details changes to the compensation packages for the Company's top two executives, effective January 1, 2023. These changes include structured salary increases over the three-year term and the introduction of specific equity and performance-based bonus plans tied to market capitalization and management objectives.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business operations. The primary contingency noted is the vesting of 75,000 Performance Share Units for the CEO, which is contingent upon the Company achieving specific market capitalization thresholds ($35M, $50M, and $75M). No other risks or unusual items are disclosed in this report.
Investor Verification Checklist
- Verify the Company's current market capitalization to assess the likelihood of the CEO's PSU vesting milestones.
- Review the Company's cash position to ensure it can support the increased fixed salary costs and potential discretionary bonuses.
- Check for any prior filings regarding the departure of previous executives to understand the context of these new appointments.
- Confirm the total number of shares authorized for issuance under the new equity awards to evaluate potential dilution.