| | | AeroClean Technologies, Inc. 10455 Riverside Dr. Palm Beach Gardens, Florida 33410 | |
| Date and Time: Tuesday, July 12, 2022 4:30pm Eastern Time Location: www.meetnow.global/MFHV4PU | | | 1. Election of six directors; 2. Amendment to the Company’s 2021 Incentive Award Plan; | |
3. Ratification of the appointment of Citrin Cooperman & Company, LLP to serve as Independent Auditor for 2022; 4. Approving, for purposes of complying with Listing Rule 5635(d) of The Nasdaq Stock Market LLC (“Listing Rule 5635(d)”), the sale in a private placement of units comprised of (i) 1,500,000 shares of the Company’s common stock, par value $0.01, and (ii) warrants exercisable into 1,500,000 shares of the Company’s common stock at an exercise price of $11.00 per share, with such units being sold for $10.00 per unit (the “Private Placement”); and | |||||
Other business, if properly raised. | |
THIS SUPPLEMENT DOES NOT PROVIDE ALL OF THE INFORMATION THAT IS IMPORTANT TO YOUR DECISIONS IN VOTING AT THE ANNUAL MEETING. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT, WHICH CONTAINS IMPORTANT ADDITIONAL INFORMATION. This Supplement is being filed with the Securities and Exchange Commission and being mailed to stockholders on or about July [•], 2022. | |||||
| | Board Diversity Matrix (as of June 6, 2022) | | | ||||||||||||||||
| | Board Size: | | | ||||||||||||||||
| | Total Number of Directors | | | | 6 | | | ||||||||||||
| | Part I: Gender Identity | | | | Female | | | | Male | | | | Non-Binary | | | | Did not disclose gender | | |
| | Directors | | | | 1 | | | | 5 | | | | | | | | | | |
| | Part II: Demographic Background | | | ||||||||||||||||
| | African American or Black | | | | | | | | | | | | | | | | | | |
| | Alaskan Native or American Indian | | | | | | | | | | | | | | | | | | |
| | Asian | | | | | | | | | | | | | | | | | | |
| | Hispanic or Latinx | | | | | | | | | | | | | | | | | | |
| | Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | |
| | White | | | | 1 | | | | 5 | | | | | | | | | | |
| | Two or more Races or Ethnicities | | | | | | | | | | | | | | | | | | |
| | LGBTQ+ | | | | | | | ||||||||||||
| | Did not disclose demographic background | | | | | | |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(l)(2) ($) | | | All Other Compensation ($) | | | Total ($) | |
| Amin J. Khoury, PhD (Hon) | | | — | | | 378,620 | | | — | | | 378,620 | |
| David Helfet, M.D. | | | — | | | 617,078 | | | — | | | 617,078 | |
| Michael Senft | | | — | | | 529,404 | | | — | | | 529,404 | |
| Thomas P. McCaffrey | | | — | | | 378,620 | | | — | | | 378,620 | |
| Heather Floyd | | | — | | | 378,620 | | | — | | | 378,620 | |
| | | | Common Stock Beneficially Owned | | |||
| Name of Beneficial Owner | | | Number of Shares | | | Percent of Outstanding Shares | |
| 5% Stockholders | | | | | | | |
| Lewis Pell(1) | | | 1,569,060 | | | 11.3% | |
| Dateline TV Holdings, Inc.(2) | | | 1,198,062 | | | 8.6% | |
| Named Executive Officers and Directors | | | | | | | |
| Amin J. Khoury(3) | | | 5,619,793 | | | 40.5% | |
| David Helfet, M.D.(4) | | | 759,590 | | | 5.5% | |
| Mark Krosney | | | 256,728 | | | 1.9% | |
| Michael Senft(5) | | | 37,862 | | | * | |
| Thomas P. McCaffrey(6) | | | 373,017 | | | 2.7% | |
| Heather Floyd(7) | | | — | | | — | |
| Timothy Scannell(8) | | | — | | | — | |
| Jason DiBona(9) | | | — | | | — | |
| Ryan Tyler(10) | | | — | | | — | |
| All Executive Officers and Directors as a Group (9 persons) | | | 7,046,990 | | | 50.8% | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus(1) ($) | | | Stock Awards(2) ($) | | | All Other Compensation(3) ($) | | | Total ($) | | ||||||||||||||||||
| Jason DiBona Chief Executive Officer | | | | | 2021 | | | | | | 280,000 | | | | | | 165,000 | | | | | | 2,955,130 | | | | | | 8,450 | | | | | | 3,408,580 | | |
| | | 2020 | | | | | | 43,077 | | | | | | — | | | | | | — | | | | | | 151,300 | | | | | | 194,377 | | | |||
| Ryan Tyler Chief Financial Officer | | | | | 2021 | | | | | | 220,000 | | | | | | 115,500 | | | | | | 1,477,560 | | | | | | — | | | | | | 1,813,060 | | |
| | | 2020 | | | | | | 33,846 | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 53,846 | | | |||
| Mark Krosney Chief Scientific Officer | | | | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 162,504 | | | | | | 162,504 | | |
| | | 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 108,336 | | | | | | 108,336 | | |
| | | | Stock Awards | | |||||||||||||||
| Name | | | Grant Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | |||
| Jason DiBona | | | | | 11/29/2021(1) | | | | 238,317 | | | 2,495,179 | | | — | | | — | |
| | | | | | 11/29/2021(2) | | | | 57,196 | | | 598,842 | | | — | | | — | |
| Ryan Tyler | | | | | 11/29/2021(1) | | | | 119,158 | | | 1,247,584 | | | — | | | — | |
| | | | | | 11/29/2021(2) | | | | 28,598 | | | 299,421 | | | — | | | — | |
| Mark Krosney | | | — | | | — | | | — | | | — | | | — | |
| | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | | | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3) | | |||
| | | (#) | | | ($) | | | (#) | | |||
Plan Category | | | (a) | | | (b) | | | (c) | | |||
Equity Compensation Plans Approved by Stockholders | | | 626,268 | | | | | —(2) | | | | 1,176,005 | |
Equity Compensation Plans not Approved by Stockholders | | | n/a | | | | | n/a | | | | n/a | |
Total | | | 626,268 | | | | | — | | | | 1,176,005 | |