GridAI Technologies Corp PRE 14A, filed May 27, 2022

Compensation Committee

The duties and responsibilities of the Compensation Committee include but are not limited to:

reviewing key employee compensation goals, policies, plans and programs;

reviewing and approving the compensation of our directors and executive officers;

reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

appointing and overseeing any compensation consultants or advisors to the Company.

GridAI Technologies Corp. (GRDX)

PRE 14A 2022-05-27 For: 2022-07-20

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Added on October 17, 2026

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☒			Preliminary Proxy Statement
☐			Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to 14a-12

☒			No fee required.
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Date and Time	July 20, 2022 at 9:00 A.M., Eastern Time.

Place	Solely virtual via the Internet at www.virtualshareholdermeeting.com/FWBI2022.

Items of Business	1.	Election of seven director nominees named in this proxy statement, each for a term of one year expiring at our 2023 annual meeting of stockholders or until their respective successors are duly elected and qualified;

	2.	Approval to amend our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of our issued and outstanding shares of Common Stock, at a specific ratio, ranging from ten-for-one (10:1) to twenty-for-one (20:1), at any time prior to the one-year anniversary date of the annual meeting, with the exact ratio to be determined by the Board (the “Reverse Split”);

	3.	Approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in this proxy statement;

	4.	Indication, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers; and

	5.	Approval of the adjournment of the annual meeting to the extent there are insufficient proxies at the annual meeting to approve any one or more of the foregoing proposals.

Adjournments and Postponements	Any action on the items of business described above may be considered at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date	June 10, 2022 (the “Record Date”). Only holders of record of our Common Stock as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting.

Meeting Admission	You are invited to virtually attend the Annual Meeting if you are a stockholder of record or a beneficial owner of shares of our Common Stock as of the Record Date.

Availability of Proxy Materials	Our proxy materials and the Annual Report for the year ended December 31, 2021 are also available on the internet at: proxyvote.com.

Voting	If your shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the proxy card. Whether or not you expect to attend virtually, we urge you to vote your shares as promptly as possible by following the proxy card instructions attached to this Proxy Statement that you received in the mail so that your shares may be represented and voted at the Annual Meeting. Your vote is very important.

			BY ORDER OF THE BOARD OF DIRECTORS,

Boca Raton, Florida			JAMES SAPIRSTEIN
June , 2022			President, Chief Executive Officer and Chairman of the Board of Directors

No.			Proposal
1.			Election of Directors. The seven director nominees who receive the highest number of affirmative votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting will be elected.

2.			Approval to amend our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of our issued and outstanding shares of Common Stock, at a specific ratio, ranging from ten-for-one (10:1) to twenty-for-one (20:1), at any time prior to the one-year anniversary date of the annual meeting, with the exact ratio to be determined by the Board (the “Reverse Split”). To approve an amendment to our Charter to authorize the Board to effect a reverse stock split of our issued and outstanding of Common Stock at a specific ratio, ranging from ten-for-one (10:1) to twenty-for-one (20:1), any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board. This proposal must be approved by the affirmative (“FOR”) vote of a majority of the outstanding shares of our Common Stock entitled to vote on the proposal. Shares that are not represented at the Annual Meeting, abstentions and, if this proposal is deemed to be “non-routine” as described below, broker non-votes with respect to this proposal will have the same practical effect as a vote against this proposal.

3.			Approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in this proxy statement. To approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in this proxy statement. This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes, if any, with respect to this proposal are not counted as votes cast and will not affect the outcome of this proposal.

4.			Indication, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers. To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers. This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes, if any, with respect to this proposal are not counted as votes cast and will not affect the outcome of this proposal.

5.			Approval of the Adjournment of the Annual Meeting to the Extent There Are Insufficient Proxies at the Annual Meeting to Approve Any One or More of the Foregoing Proposals. To approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of any one or more of the foregoing proposals are insufficient to approve any proposal. This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes, if any, with respect to this proposal are not counted as votes cast and will not affect the outcome of this proposal.

			Sincerely,


			JAMES SAPIRSTEIN
			President, Chief Executive Officer and Chairman of the Board of Directors

Director Nominee, Title			Age
James Sapirstein – President, Chief Executive Officer, Chairman and Non-Independent Director			60
Edward J. Borkowski – Lead Independent Director			63
Charles J. Casamento – Independent Director			77
Terry Coelho – Independent Director			61
David Hoffman – Director			61
Gregory Oakes – Independent Director			53
Alastair Riddell, MSc., MBChB., DSc. – Independent Director			73

Board Diversity Matrix (As of June 10, 2022)
Total Number of Directors - 7
	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	1	5	—	1
Demographic Information:
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	1	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	3	—	—
Two or More Races or Ethnicities	1	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	2	—	2

Name	Fees Earned or Paid in Cash	Stock Awards	Option Awards⁽³⁾	All Other Compensation	Total
Edward J. Borkowski	$68,125	—	$30,296	—	$98,421
Charles J. Casamento	$54,417	—	$30,296	—	$84,713
Alastair Riddell	$53,167	—	$30,296	—	$83,463
Vern L. Schramm⁽¹⁾	$54,583	—	$30,296	—	$84,879
Gregory Oakes	$55,833	—	$30,296	—	$86,129
Terry Coelho⁽²⁾	$27,626	—	$1,303	—	$28,929

Audit Committee	The duties and responsibilities of the Audit Committee include but are not limited to:

	•	appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;
	•	discussing with our independent registered public accounting firm the independence of its members from its management;
	•	reviewing with our independent registered public accounting firm the scope and results of their audit;
	•	approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
	•	overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that are filed with the SEC;
	•	reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;
	•	coordinating oversight of the Code and our disclosure controls and procedures on behalf of the Board;
	•	establishing procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and
	•	reviewing and approving related-person transactions.

Corporate Governance and Nominating Committee	The duties and responsibilities of the Corporate Governance and Nominating Committee include but are not limited to:

	•	assisting the Board in identifying qualified individuals to become members of the Board;
	•	determining the composition of the Board and monitoring the activities of the Board to assess overall effectiveness; and
	•	developing and recommending to our Board corporate governance guidelines applicable to the Company and advising our Board on corporate governance matters.

Executive Officer	Age	Title
James Sapirstein	60	President, Chief Executive Officer and Director
Sarah Romano	42	Chief Financial Officer

Named Executive Officers	Year	Salary	Bonus	Equity Awards	All Other Compensation	Total
James Sapirstein President and Chief Executive Officer	2021	$480,000	$186,000⁽⁴⁾	$628,380⁽⁶⁾	$—	$1,294,380
James Sapirstein President and Chief Executive Officer	2020	$462,500	$159,505⁽⁵⁾	$837,840⁽⁷⁾	$—	$1,459,845
James Pennington⁽¹⁾ Chief Medical Officer	2021	$370,000	$49,406⁽⁴⁾	$63,181⁽⁶⁾	$—	$482,587
James Pennington⁽¹⁾ Chief Medical Officer	2020	$260,000	$64,799⁽⁵⁾	$209,460⁽⁷⁾	$—	$534,259
Sarah Romano⁽²⁾ Chief Financial Officer	2021	$—	$—	$—	$—	$—
Sarah Romano⁽²⁾ Chief Financial Officer	2020	$—	$—	$—	$—	$—
Daniel Schneiderman⁽³⁾ Chief Financial Officer	2021	$285,000	$48,592⁽⁴⁾	$199,348⁽⁶⁾	$—	$532,940
Daniel Schneiderman⁽³⁾ Chief Financial Officer	2020	$285,000	$71,029⁽⁵⁾	$451,352⁽⁷⁾	$—	$807,381

		Option Awards				Stock Awards
Name⁽¹⁾	Grant date	Number of securities underlying unexercised options (#) exercisable	Equity incentive plan awards: Number of underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: Number of Unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or Payout value of unearned shares, units or other rights that have not vested ($)
James Sapirstein	10/8/2019	20,000	10,000⁽²⁾	$5.60	10/7/2029	—	—	—	—
	10/8/2019	—	—	—	10/7/2029	—	—	20,000⁽³⁾	112,000
	7/16/2020	24,166	5,834⁽⁴⁾	$8.50	7/15/2030	—	—	—	—
	6/30/2021	20,000	70,000⁽⁴⁾	$8.50	7/15/2030	—	—	—	—
James E. Pennington	6/28/2018	7,500	—	$30.40	6/27/2023	—	—	—	—
	6/13/2019	11,000	—	$17.50	6/12/2024	—	—	—	—
	7/16/2020	14,583	15,417⁽⁵⁾	$8.50	7/15/2030	—	—	—	—
	7/9/2021	1,584	8,416⁽⁶⁾	$7.50	7/8/2030	—	—	—	—
Daniel Schneiderman	1/2/2020	20,000	10,000⁽⁷⁾	$10.30	1/1/2030	—	—	—	—
	6/30/2021	12,152	12,848⁽⁸⁾	$8.50	7/15/2030	—	—	—	—
	6/30/2021	2,332	1,168⁽⁷⁾	$8.50	7/15/2030	—	—	—	—

			RESPECTFULLY SUBMITTED,

			Terry Coelho, Chair
			Edward J. Borkowski
			Charles J. Casamento

Name and Address of Beneficial Owner⁽¹⁾	Number of Shares⁽²⁾	Percent Ownership of Class⁽³⁾
Current Named Executive Officers and Directors
James Sapirstein, President and Chief Executive Officer⁽⁴⁾	200,218	*
Sarah Romano, Chief Financial Officer⁽⁵⁾	—	*
Edward J. Borkowski, Director Nominee⁽⁶⁾	439,894	2.0%
Charles J. Casamento, Director Nominee⁽⁷⁾	44,064	*
Terry Coelho, Director Nominee⁽⁸⁾	18,273	*
David Hoffman, Director Nominee	181,000	*
Gregory Oakes, Director Nominee⁽⁹⁾	27,365	*
Alastair Riddell, Director Nominee⁽¹⁰⁾	48,569	*
Former Named Executive Officers
Daniel Schneiderman, Former Chief Financial Officer⁽¹¹⁾	68,600	*
James E. Pennington, Former Chief Medical Officer⁽¹²⁾	40,222	*
All Directors, Executive Officers and Former Named Executive Officers as a group (10 persons)	1,068,205	4.8%

	Current	10:1	15:1	20:1
Common Stock Authorized⁽¹⁾	50,000,000	50,000,000	50,000,000	50,000,000
Common Stock Issued and Outstanding	21,635,338	2,163,553	1,442,355	1,081,766
Number of Shares of Common Stock Reserved for Issuance⁽²⁾	16,986,508	1,698,650	1,132,433	849,325
Number of Shares of Common Stock Authorized but Unissued and Unreserved	11,378,154	1,137,815	758,543	568,908
Price per share, based on the closing price of our Common Stock on June 10, 2022	$	$	$	$