2025 Definitive Proxy Statement (DEF 14A)
✓ Filing Accepted by SECThis proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Aevum Zenth Conglomerate for use at the 2025 Annual Meeting of Stockholders. It is intended to be delivered to stockholders of record as of March 15, 2025.
Annual Meeting of Stockholders
Virtual Meeting Only: The 2025 Annual Meeting will be held exclusively in a virtual format via live webcast to ensure global accessibility and alignment with our sustainability initiatives.
| Date & Time | Thursday, June 19, 2025 at 10:00 AM Central Time |
| Meeting Platform | www.meeting.vision/aevumzenth2025 |
| 16-Digit Control Number | Required for login (see proxy card or voting instruction form) |
| Audio Dial-In | +1-888-377-0025 (North America) +44-203-016-3470 (International) |
Proposal 1: Election of Directors
The Board of Directors currently consists of nine members, seven of whom are independent under applicable NASDAQ rules and the Company's independence standards. Directors are elected by a plurality of the votes cast at the meeting.
| Name & Principal Occupation | Age | Since | Independent | Committee Memberships |
|---|---|---|---|---|
| Elias Vance, Chairman & CEO, Aevum Zenth | 54 | 2018 | — | Executive Committee |
| Dr. Amara Osei, Chair, Independent | 61 | 2015 | ✓ | Compensation (Chair), Governance |
| Marcus Chen, Independent | 58 | 2017 | ✓ | Audit (Chair), Risk |
| Dr. Elena Rostova, Independent | 56 | 2019 | ✓ | Science & Technology, Compensation |
| James Whitfield, Independent | 63 | 2016 | ✓ | Audit, Nominating & Governance (Chair) |
| Priya Desai, Independent | 49 | 2021 | ✓ | ESG & Sustainability (Chair), Risk |
| Robert Hayes, Independent | 59 | 2020 | ✓ | Compensation, Nominating & Governance |
| Sofia Martinez, Independent | 52 | 2022 | ✓ | Audit, Science & Technology (Chair) |
| Dr. Kenji Sato, Independent | 57 | 2023 | ✓ | ESG & Sustainability, Risk |
Board Recommendation: FOR each of the nine nominees.
Proposal 2: Advisory Vote on Executive Compensation
Stockholders are asked to vote on a non-binding resolution to approve the compensation of the Company's named executive officers (NEOs) as disclosed in this proxy statement and the accompanying Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Summary Compensation Table (Fiscal Year 2024)
| Name & Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | All Other Comp. | Total |
|---|---|---|---|---|---|---|---|
| Elias Vance, CEO | 2024 | $1,850,000 | $4,200,000 | $18,500,000 | $6,200,000 | $420,000 | $31,170,000 |
| Maria Lin, CFO | 2024 | $1,200,000 | $2,100,000 | $9,800,000 | $3,100,000 | $210,000 | $16,410,000 |
| Daniel Cross, COO | 2024 | $1,150,000 | $1,950,000 | $8,400,000 | $2,800,000 | $195,000 | $14,495,000 |
| Dr. Alisha Patel, Chief Science Officer | 2024 | $1,100,000 | $1,800,000 | $7,900,000 | $2,600,000 | $180,000 | $13,580,000 |
| Thomas Wright, Chief Legal Officer | 2024 | $1,050,000 | $1,650,000 | $7,200,000 | $2,400,000 | $165,000 | $12,465,000 |
Board Recommendation: FOR the advisory approval of executive compensation.
Voting Procedures & Deadlines
Your vote is important. Regardless of whether you plan to attend the virtual meeting, please vote as soon as possible.
- Record Date: March 15, 2025. Only stockholders of record at the close of business on this date are entitled to notice of, and to vote at, the meeting.
- Voting Methods: Internet, Telephone, Mail, or in-person via virtual meeting.
- Deadline: Proxies must be submitted by 11:59 PM ET on June 18, 2025.
- Quorum: The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote is required to constitute a quorum.
Broker Non-Votes: Proposal 1 (Director Elections) and Proposal 2 (Advisory Compensation) are considered "routine" matters. Proposal 3 (Shareholder Proposal) is "non-routine" and requires stockholder authorization for brokers to vote on their behalf.
Additional Disclosures
Indebtedness of Management & Certain Control Persons
None of the directors, executive officers, or nominees for election as a director is indebted to the Company, except for standard unsecured lines of credit offered to all executive officers under the Company's employee benefit program, subject to applicable insider trading restrictions.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers, and beneficial owners of more than 10% of registered classes of equity securities to file reports of ownership and changes in ownership with the SEC and NASDAQ. To the Company's knowledge, all reporting obligations applicable to its directors and executive officers for fiscal year 2024 were filed on a timely basis.
Code of Ethics & Corporate Governance Guidelines
The Company has adopted a Code of Business Conduct & Ethics applicable to all employees, directors, and executive officers, including the CEO and CFO. Amendments or waivers to the Code will be disclosed on the Company's Investor Relations website in accordance with SEC and NASDAQ rules.