Old Market Capital (OMCC) Q4 2024 earnings summary

Executive summary

• Amendment No. 1 to the annual report updates Part III, providing detailed disclosures on directors, executive officers, corporate governance, executive compensation, security ownership, related party transactions, and principal accountant fees and services for the fiscal year ended March 31, 2024.

• The company transitioned from a British Columbia, Canada corporation to a Delaware corporation in 2024, impacting board structure and shareholder proposal procedures.

Segment performance

• Board committees include Audit, Compensation, and Nominating/Corporate Governance, each with independent directors and defined charters.

• Audit Committee oversees financial reporting, compliance, and internal controls; Compensation Committee manages executive and director compensation; Nominating/Corporate Governance Committee handles board nominations and governance policies.

Executive compensation

• CEO base salary for fiscal 2024 was $250,000; CFO (through July 2024) $220,000, and new CFO $190,000.

• No non-discretionary incentive bonuses paid for fiscal 2024; discretionary bonuses up to $100,000 possible.

• Equity awards for executives are primarily time-vested restricted stock under a matching program, but no shares were issued in fiscal 2024.

• Change of control provisions provide for accelerated vesting and severance for executives under certain conditions.

• Clawback policy in place for recovery of erroneously awarded incentive compensation.