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Note 11 - Related Party Transactions
12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

11.          RELATED PARTY TRANSACTIONS

 

Executive Chairman of the Board of Directors, Chief Legal Counsel, and former Chief Executive Officer, William J. Clough’s son Nicholas J. Clough, serves as Vice President of Greenfield Operations, Orbital Energy Group. In 2021 and 2020, Mr. Clough received an aggregate salary of $360 thousand and $335 thousand, respectively, and received a cash bonus of $309 thousand and $60 thousand in fiscal 2021 and 2020, respectively. In April 2021, Mr. Clough was granted 235,876 stock appreciation rights with a grant date fair value of $840 thousand. These SARS were to vest and be payable on the first, second and third anniversaries of the grant date. In 2020, Mr. Clough was awarded 67,187 cash-settled stock appreciation rights with a grant date fair value of $40 thousand, vesting evenly over 2 years, an exercise price of $1.00 and a 6 year term. He also received other benefits valued at $43 thousand and $49 thousand in 2021 and 2020, respectively. As of December 31, 2021 and 2020, there was an accrual of $0 thousand and $142 thousand, respectively, for compensation accrued to Nicholas J. Clough. Nicholas J. Clough does not report to William J. Clough nor does William J. Clough have input regarding Nicholas J. Clough’s salary, bonus, or performance. Mr. Clough’s salary and bonus is set by his direct supervisor and relevant market conditions, while his performance is evaluated and monitored by his direct supervisor. In addition, pursuant to Company policy, any related-party bonus and/or salary change in excess of $50,000 is independently reviewed and approved by the Company’s Compensation Committee, comprised of Independent Board Members from the Company’s Board of Directors.

 

The Company's Front Line Power Construction, LLC subsidiary has an operating lease for a facility with Danbury Property Company LLC in Rosharon, Texas with a base rental of $10,500 per month. Danbury Property Company, LLC is owned by Kurt Johnson and Tidal Power, which are greater than 5% shareholders of Orbital Energy Group, Inc.

 

The Company's Front Line Power Construction, LLC subsidiary has an operating lease for a facility with Manvel Property Management in Rosharon, Texas with a base rent of $4,000 per month. Tidal Power, a greater than 5% shareholder of Orbital Energy Group, Inc. has an ownership interest in Manvel Property Management.

 

The Company's Front Line Power Construction, LLC subsidiary has an operating lease for a facility with  Oak Property Group in Rosharon, Texas with a base rent of $2,000 per month. Tidal Power, a greater than 5% shareholder of Orbital Energy Group, Inc. has an ownership interest in Oak Property Group.

 

Kurt Johnson, a greater than 5% shareholder of Orbital Energy Group, Inc. has an employment contract with the Company's Front Line Power Construction, LLC facility with a base compensation ranging up to $250,000 per year. 

 

Kurt Johnson, a greater than 5% shareholder has two unsecured promissory notes with the Company for $34,256,000 and $1,090,000, earning interest at 6% and maturing on May 17, 2022.