What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-04-05 compared with 2021-04-05 · 468 added, 21 removed, 119 unchanged (80% of the section changed)

3 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including the principal executive officer and principal financial officer (who is the same person), we have evaluated the effectiveness, the design and operations of our disclosure controls and procedures as of the end of the period covered by this report.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness, the design and operations of our disclosure controls and procedures as of the end of the period covered by this report.

Based on that evaluation, the principal executive officer and principal financial officer determined that as of December 31, 2021, the Company’s disclosure controls and procedures were ineffective as a result of material weaknesses in our internal control over financial reporting.

31 unchanged sentences

As of January 1, 2020, we replaced our previous accounting software with a more efficient software package to manage our business activities and accounting needs.

Although we no longer have a full-time CFO, during the fourth quarter of 2019 we hired a new full-time Controller at our Corsicana, Texas location, closed our Lewis Center, Ohio office and moved our corporate headquarters to our Corsicana, Texas address which has allowed us to consolidate our manufacturing and distribution activities, bookkeeping and accounting at one location.

As of October 21, 2020, our Controller was appointed and promoted to Chief Accounting Officer and Principal Accounting Officer of the Company.

During the fourth quarter of 2019 we hired a new full-time Controller at our Corsicana, Texas location, closed our Lewis Center, Ohio office and moved our corporate headquarters to our Corsicana, Texas address which has allowed us to consolidate our manufacturing and distribution activities, bookkeeping and accounting at one location.

As of October 21, 2020, our Controller was appointed and promoted to Chief Accounting Officer and Principal Accounting Officer of the Company, and as of June 1, 2021, was appointed and promoted to Chief Financial Officer and Principal Financial Officer.

Also, in the fourth quarter of 2019, we hired a financial consulting firm to assist us in bookkeeping and preparing financial statements for our SEC filings, assist us in evaluating our internal controls over financial reporting and assist us in other related matters.

2 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

Directors, Executive Officers and Corporate Governance.

The information required by this Item 10 is hereby incorporated by reference to our definitive proxy statement for the 2021 Annual Meeting of Stockholders which we intend to file with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report.

The following table sets forth certain information as of the date of this report about our executive officers and members of our board of directors.

Richard MacPherson

President and Chief Executive Officer, Director

Christopher Greenberg

Chairman of the Board, Director

Senior Vice President and Chief Technology Officer

James Trettel

Vice President of Operations

Secretary, Director

Satterthwaite

Chief Financial Officer

Executive Officers

Richard MacPherson has been a Director of the Company since June 2011 and has served as President and Chief Executive Officer of the Company since March 2015.

MacPherson is the founder of MES, Inc.

(current subsidiary and operating company of the Company) and had been its Chief Executive Officer from 2008 until 2011.

From 2011 to March 2015, Mr.

MacPherson served as Vice President of Business Development of the Company.

Over the past 10 years, Mr.

MacPherson has worked with industry leading scientists and engineers to bring the Company’s technology from the R&D phase, through multiple product development stages, to the final commercialization phase, acting as the lead on all required initiatives and activities.

He has been a senior-level executive in the services industry for over 25 years.

MacPherson brings extensive start-up and business development knowledge, applied and proven through his corporate experience throughout the United States and Canada.

He has worked in multiple industries, such as electric utilities, communications, and marketing, as well as in several entrepreneurial ventures in the communications, hospitality, geological, and real estate development industries.

We believe that Mr.

MacPherson’s deep experience in business and strong leadership skills, coupled with being the founder of our operating subsidiary and his extensive knowledge of our technology, qualifies him to serve on our board.

John Pavlish has been Senior Vice President and Chief Technical Officer of the Company since November 2014.

Prior to joining the Company, Mr.

Pavlish was a Senior Research Advisor and the Director of the Center for Air Toxic Metals at the Energy & Environmental Research Center in Grand Forks, North Dakota.

He has over 25 years of mercury-related experience and is regarded as an international expert on the topic of mercury.

His primary areas of interest and expertise include research, technical consultation, and development of mercury control technologies, in particular, for coal combustion and gasification systems.

He is an inventor of a number of patented mercury control technologies and has years of experience in development and testing of these technologies for commercial application.

Over the last 20 years, he has spent much of his time evaluating the efficacy of a number of different mercury control technologies/approaches and their cost-competitiveness in the commercial market.

Pavlish also has years of power plant experience and has worked for engineering/consulting company Black & Veatch, where he served as Unit Leader/System Engineer.

Pavlish is a professional engineer, a member of the American Society of Mechanical Engineers, and a member of the Air & Waste Management Association.

He serves on numerous professional and technical committees and is a U.S.

Representative on the Mercury Emissions from Coal International Experts Working Group on Reducing Emissions from Coal and a member of the United Nations Environment Programme Global Mercury Partnership, Reduction of Mercury Releases from Coal Combustion.

Pavlish has published over 200 papers, articles, and reports on various mercury-related topics and issues.

James Trettel has been Vice President of Operations since January 2014.

Trettel possesses over 25 years of experience in the dry bulk material handling industry.

During 2012 and 2013, he was the owner and operator of Solid Foundation Services, LLC, a firm specializing in deep foundation installations for the gas and oilfield industry, while providing technical consulting services to MEEC.

Prior to 2012, he provided project management and engineering duties for numerous multi-million dollar turn-key contracts while employed at Advanced Bulk and Conveying Inc.

starting in 2004.

Additionally, Mr.

Trettel has overseen day to day operations for 14 years as the VP of J&B Industrial Sales Company Inc.

of sales, systems, and engineering organization specializing in bulk material handling.

Trettel has extensive field experience with systems operating in a large variety of industry sectors including coal fired utilities.

Trettel graduated Cum Laude with a B.S.

degree in Mechanical Engineering.

Satterthwaite has served as Chief Financial Officer since June 2021.

Prior thereto, she served as Chief Accounting Officer from October 2020 to June 2021 and Controller from December 2019 to October 2020.

Satterthwaite is a certified public accountant.

From October 2010 to January 2018, she was a partner in the accounting firm of Nelson & Swaite, CPAs, LLC, located in Vancouver, Washington, and from January 2007 to September 2010, she was an accountant with the accounting firm of Caley & Associates, CPAs, located in Vancouver, Washington.

Satterthwaite received her bachelor’s degree in Accounting from Saint Martin’s College (1999).

Please see the information regarding Richard MacPherson under “Executive Officers” above.

Christopher Greenberg has been a director of the Company since June 2013 and Chairman of the Board since December 2014.

Greenberg, along with his wife, are the founders and joint owners of Global Safety Network, Inc., a company which provides employment screening and other risk mitigation services.

Global Safety Network was founded in 2003.

Greenberg served as its Chief Executive Officer from 2003 to May 2021.

Greenberg and his wife have also owned and operated multiple Express Employment Professionals franchises located in North Dakota and South Dakota since 1997.

Express Employment Professionals is a staffing agency that provides full time and temporary job placement, human resources services and consulting.

Greenberg is a highly experienced Operations Executive who has demonstrated the ability to lead diverse teams of professionals to new levels of success in a variety of highly competitive industries, cutting-edge markets, and fast-paced environments.

Greenberg has strong technical and business qualifications with an impressive track record of more than 25 years of hands-on experience in strategic planning, business unit development, project and product management, and proprietary software development.

He also has the proven ability to successfully analyze an organization’s critical business requirements, identify deficiencies and potential opportunities, and develop innovative and cost-effective solutions for enhancing competitiveness, increasing revenues, and improving customer service offerings.

We believe that Mr.

Greenberg’s deep experience in business, along his strong entrepreneurial and executive management background, qualifies him to serve on our board.

Kaye has been a director of the Company since June 2019 and Secretary since December 2019.

Kaye is an attorney and has been a partner in the law firm of Kaye Cooper Kay & Rosenberg, LLP, located in Roseland, New Jersey, since the firm’s inception in February 1996.

Since 1980, Mr.

Kaye has been a practicing attorney in the New York City metropolitan area specializing in business, corporate, and securities matters.

From March 2006 to June 2011, Mr.

Kaye was a director of China Youth Media, Inc., resigning from such position effective with the merger between the Company with MES, Inc which was completed in June 2011.

From December 2000 to October 2009, Mr.

Kaye also served on the Board of Directors of Dionics, Inc.

Kaye received his B.A.

from George Washington University (1976) and his J.D.

from the Benjamin N.

Cardozo School of Law, Yeshiva University (1979).

We believe that Mr.

Kaye’s deep experience in business and transactional matters and working with public companies qualifies him to serve on our board.

There are no family relationships between any of the directors and executive officers of the Company.

Composition of Our Board of Directors

Our board currently consists of three members.

We have applied to list our common stock on the Nasdaq Capital Market.

No assurance can be given that our application will be approved.

If approved, our board will need to consist of five members.

There are no contractual obligations regarding the election of our directors.

Our nominating and corporate governance committee and our board of directors may therefore consider a broad range of factors relating to the qualifications and background of nominees.

Our nominating and corporate governance committee’s and our board of directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape, professional and personal experiences, and expertise relevant to our growth strategy.

Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.

Director Independence

We have applied to list our common stock on the Nasdaq Capital Market.

Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors within twelve months from the date of listing.

In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent within twelve months from the date of listing.

Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Under Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee:

(1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service;

or (2) be an affiliated person of the listed company or any of its subsidiaries.

In order to be considered independent for purposes of Rule 10C-1, the board of directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee, a nominating and corporate governance committee, and a finance committee each of which operates pursuant to a charter adopted by our board of directors.

In the event we are able to complete the proposed offering of our common stock pursuant to the registration statement recently filed with the SEC and our application to list our common stock on the Nasdaq Capital Market is approved, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq, and SEC rules and regulations.

The full text of our audit committee charter, compensation committee charter, nominating and corporate governance charter, and finance committee charter are posted on the investor relations portion of our website at http://www.me2cenvironmental.com.

We do not incorporate the information contained on, or accessible through, our corporate website into this report, and you should not consider it a part of this report.

Due to the resignation of certain independent directors in recent years, and due to the current small size of the board, the board as a whole now acts and shall continue to act as the audit committee, the compensation committee, the nominating and corporate governance committee, and the finance committee until such time, if any, that the number of authorized and elected directors is increased or the committees are otherwise reconfigured.

Each of these committees shall meet as often as its members deem necessary to perform such committee’s responsibilities.

Audit Committee

The audit committee’s charter requires that such committee shall consist of no fewer than three directors, each of whom shall be an independent director of the Company satisfying the independence requirements of the Nasdaq Stock Market or any exchange on which our securities may be listed and any other applicable regulatory requirements.

The audit committee is appointed by our board of directors to assist the board in fulfilling its oversight responsibility by reviewing the accounting and financial reporting processes of the Company and its subsidiaries, our internal control and disclosure control system, and the audits of our financial statements.

In this regard, the audit committee shall approve our retention of independent auditors and pre-approve any audit or non-audit services performed by them.

It shall review with such accountants the arrangements for, and the scope of, the audit to be conducted by them.

It also shall review with the independent accountants and with management the results of audits and various other financial and accounting matters affecting us.

As aforementioned, we have applied to list our common stock on the Nasdaq Capital Market, at which time, we will amend our audit committee’s charter to comply with the Nasdaq listing rules, if necessary.

Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors within twelve months from the date of listing.

In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit committee be independent within twelve months from the date of listing.

Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Upon becoming a listed company, all members of our audit committee will consist of three directors each of whom will meet the relevant independence requirements for service on the audit committee and requirements for financial literacy set forth in the Nasdaq listing rules and SEC rules and our board of directors will appoint an “audit committee financial expert” within the meaning of applicable SEC regulations.

Both our independent registered public accounting firm and management will periodically meet privately with our audit committee.

Compensation Committee

The compensation committee’s charter requires that such committee shall consist of no fewer than two directors, each of whom shall (i) be an independent director of the Company satisfying the independence requirements of the Nasdaq Stock Market or any exchange on which our securities may be listed and any other applicable regulatory requirements, (ii) qualify as an “outside director” under Section 162(m) of the Internal Revenue Code, as amended, and (iii) meet the requirements of a “non-employee director” for purposes of Section 16 of the Exchange Act.

The compensation committee is appointed by our board of directors to review and approve our compensation and benefits programs, including:

annual base salary;

annual incentive opportunity;

stock option or other equity participation plans;

profit-sharing plans;

long-term incentive opportunity;

the terms of employment agreements, severance agreements, and change in control agreements, in each case as, when and if appropriate;

any special or supplemental benefits;

and any other payments that are deemed compensation under applicable rules of the SEC.

In this regard, the compensation committee shall evaluate the performance of the CEO in light of our goals and objectives and determine and approve the CEO’s compensation based on this evaluation and such other factors as the committee shall deem appropriate.

The committee shall also determine and approve the compensation of all other executive officers of the Company, which determination may be based upon recommendations of the CEO.

Our board of directors can exercise its discretion in modifying any amount presented by our CEO.

Again, we have applied to list our common stock on the Nasdaq Capital Market, at which time, we will amend our compensation committee’s charter to comply with the Nasdaq listing rules, if necessary.

Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors within twelve months from the date of listing.

In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s compensation committee be independent within twelve months from the date of listing.

Compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Upon becoming a listed company, all members of our compensation committee will be “independent” as defined in the applicable Nasdaq rules and will meet the relevant independence requirements set forth in the SEC rules.

Moreover, each member of our compensation committee will be a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee’s charter requires that such committee shall consist of no fewer than two directors, each of whom shall be an independent director of the Company satisfying the independence requirements of the Nasdaq Stock Market or any exchange on which our securities may be listed and any other applicable regulatory requirements.

The nominating and corporate governance committee is appointed by our board of directors to determine the identity of director nominees for election to the board and to assist the board in discharging the board’s responsibilities in the area of corporate governance.

The committee shall review, at least annually, the composition and size of our board of directors and make recommendations to the board regarding the criteria for board membership including issues of character, judgment, diversity, expertise, corporate experience, and the like.

At a minimum, directors should share the values of the Company and should possess the following characteristics:

high personal and professional integrity;

the ability to exercise sound business judgment;

an inquiring mind;

and the time available to devote to board of directors’ activities and the willingness to do so.

Our board of directors or the committee does not have a formal policy specifically focusing on the consideration of diversity;

however, diversity is one of the many factors that the committee shall consider when identifying candidates.

In addition to the foregoing considerations, generally with respect to nominees recommended by stockholders, the committee will evaluate such recommended nominees considering the additional information regarding the nominees provided to the committee.

When seeking candidates for our board of directors, the committee may solicit suggestions from incumbent directors, management, and third-party search firms.

Ultimately, the committee will recommend prospective nominees who the committee believes will be effective, in conjunction with the other members of our board of directors, in collectively serving the long-term interests of our stockholders.

The committee will review any candidate recommended by stockholders of the Company in light of its criteria for selection of new directors.

Finance Committee

The finance committee is appointed by our board of directors to oversee all areas of corporate performance and finance, and advise and assist the board with respect to the financial and investment policies, risks, and objectives of the Company, including specific actions required to achieve those objectives.

Our board of directors may from time to time establish other committees.

Corporate Governance

We have adopted a written code of ethics and business conduct (the “Code of Conduct”) that applies to all of our directors, officers, and employees, including our Chief Executive Officer and Chief Financial Officer.

The objective of the Code of Conduct is to provide guidelines for maintaining our commitment to honesty, integrity, and ethical behavior.

The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with customers, suppliers, competitors and employees, insider trading, compliance with laws, and reporting any illegal or unethical behavior.

As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential, or the appearance of conflicts of interest.

Our board of directors will have ultimate responsibility for the stewardship of the Code of Conduct, and it will monitor compliance through our nominating and corporate governance committee.

Directors, officers, and employees will be required to annually certify that they have not violated the Code of Conduct.

Our Code of Business Conduct and Ethics reflects the foregoing principles.

A copy of the Code of Conduct is available free of charge to any person on written or telephone request to Midwest Energy Emissions Corp., 1810 Jester Drive, Corsicana, Texas 75109 or (614) 505-6115.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the code of ethics and business conduct applicable to our Chief Executive Officer and Chief Financial Officer by posting such information on our website http://www.me2cenvironmental.com.

Financial Experts

The Board of Directors has not appointed any directors as “audit committee financial experts” as defined under Item 407 of Regulation S-K promulgated pursuant to the Securities Exchange Act of 1934, as amended, insofar that our common stock is not presently a listed security.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and owners of more than ten percent of the Company’s Common Shares (“10% stockholders”), to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of Common Shares of the Company.

Executive officers, directors and 10% stockholders are required by SEC regulations to furnish the Company with copies of all forms they file pursuant to Section 16(a).

To the Company’s knowledge, based on review of the copies of such reports furnished to the Company, and with respect to the officers and directors, representations that no other reports were required, during the year ended December 31, 2021, all Section 16(a) filing requirements applicable to its executive officers, directors and 10% stockholders were complied with, except that Christopher Greenberg filed one report late relating to one transaction.

Executive Compensation.

The information required by this Item 11 is hereby incorporated by reference to our definitive proxy statement for the 2021 Annual Meeting of Stockholders which we intend to file with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report.

The following discussion relates to the compensation of our named executive officers, as determined under applicable SEC rules for smaller reporting companies like us, for year ended December 31, 2021, consisting of Richard MacPherson, our President and Chief Executive Officer, John Pavlish, Senior Vice President, and James Trettel, Vice President.

Fiscal Year 2021 and 2020 Summary Compensation Table

Name and Principal Position

All Other Compensation

Richard MacPherson

President and Chief Executive Officer, Director (1)

Senior Vice President (2)

James Trettel

Vice President (3)

MacPherson was appointed President and Chief Executive Officer in March 2015.

Since January 1, 2017, Mr.

MacPherson’s annual base salary has been $395,000.

MacPherson is currently employed pursuant to a three-year employment letter agreement which was entered into on January 29, 2019, and effective January 1, 2019, which after such three-year term will automatically renew for successive one-year periods unless otherwise terminated by either party prior to the next applicable renewal period.

MacPherson shall also be entitled to participate in all corporate 401(k) programs and health benefit plans instituted by the Company and be eligible to receive bonus compensation, if any, as the Company shall from time to time determine.

MacPherson shall also be entitled to participate in any stock option and incentive plans adopted by the Company.

During 2020, Mr.

MacPherson was granted five-year nonqualified stock options to acquire 500,000 shares of common stock exercisable at $0.19 per share and 500,000 shares of common stock exercisable at $0.58 per share.

During 2021, Mr.

MacPherson was granted a five-year nonqualified stock option to acquire 750,000 shares of common stock exercisable at $0.78 per share.

Pavlish was appointed Senior Vice President in November 2014.

The Company and Mr.

Pavlish entered into an employment agreement effective as of November 16, 2014.

Pursuant to his employment agreement, Mr.

Pavlish agreed to be employed by the Company as Senior Vice President.

Effective as of January 1, 2017, Mr.

Pavlish’s annual base salary was increased to $330,000.

As of December 31, 2021, $144,375 of Mr.

Pavlish’s 2020 salary remained unpaid.

Pavlish shall also be entitled to participate in all corporate 401(k) programs and health benefit plans instituted by the Company and be eligible to receive bonus compensation, if any, as the Company shall from time to time determine.

Pavlish shall also be entitled to participate in any stock option and incentive plans adopted by the Company.

During 2020, Mr.

Pavlish was granted five-year nonqualified stock options to acquire 500,000 shares of common stock exercisable at $0.19 per share and 500,000 shares of common stock exercisable at $0.58 per share.

During 2021, Mr.

Pavlish was granted a five-year nonqualified stock option to acquire 500,000 shares of common stock exercisable at $0.78 per share.

Trettel was appointed Vice President of Operations in January 2014.

Trettel is also entitled to participate in all corporate 401(k) programs and health benefit plans instituted by the Company and is eligible to receive bonus compensation, if any, as the Company shall from time to time determine.

Trettel is also entitled to participate in any stock option and incentive plans adopted by the Company.

Effective as of January 1, 2017, Mr.

Trettel’s annual base salary was increased to $300,000.

As of December 31, 2021, $131,250 of Mr.

Trettel’s 2020 salary remained unpaid.

During 2020, Mr.

Trettel was granted five-year nonqualified stock options to acquire 500,000 shares of common stock exercisable at $0.19 per share and 500,000 shares of common stock exercisable at $0.58 per share.

During 2021, Mr.

Trettel was granted a five-year nonqualified stock option to acquire 500,000 shares of common stock exercisable at $0.78 per share.

Represents the dollar amount recognized for consolidated financial statement reporting purposes of shares to be issued to the executive officers computed in accordance with FASB ASC Topic 718.

For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

There can be no assurance the amounts determined in accordance with FASB ASC Topic 718 will ever be realized.

The following table provides information concerning the stock options issued to the executive officers:

Stock Options (#)

FASB ASC Topic

718 Value ($)

Richard MacPherson

James Trettel

The amounts shown for 2021 and 2020 in the “All Other Compensation” column are comprised of the following:

401k Match ($)

Life Insurance

Allowance and Other Benefits

Richard MacPherson

James Trettel

Outstanding Equity Awards as of December 31, 2021

The following table sets forth certain information about the number of unexercised nonqualified stock options and unearned stock awards held as of December 31, 2021 by each executive named in the Summary Compensation Table.

There were no stock options exercised during fiscal 2021 by such executives.

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying

unexercised options

(#) unexercisable

Exercise Price

Expiration Date

Richard MacPherson

June 28, 2024

Richard MacPherson

June 28, 2024

Richard MacPherson

February 5, 2023

Richard MacPherson

July 31, 2023

Richard MacPherson

August 31, 2023

Richard MacPherson

September 30, 2023

Richard MacPherson

October 31, 2023

Richard MacPherson

June 28, 2024

Richard MacPherson

December 14, 2025

Richard MacPherson

November 22, 2026

June 28, 2024

February 10, 2022

February 23, 2023

June 30, 2023

July 31, 2023

August 31, 2023

September 30, 2023

October 31, 2023

November 30, 2023

December 31, 2023

June 28, 2024

December 14, 2025

November 22, 2026

James Trettel

June 28, 2024

James Trettel

February 10, 2022

James Trettel

February 23, 2023

James Trettel

June 30, 2023

James Trettel

July 31, 2023

James Trettel

August 31, 2023

James Trettel

September 30, 2023

James Trettel

October 31, 2023

James Trettel

November 30, 2023

James Trettel

December 31, 2023

James Trettel

June 28, 2024

James Trettel

December 14, 2025

James Trettel

November 22, 2026

Other Benefits

Our executive officers are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, disability, and accidental death and dismemberment insurance, our employee stock purchase plan, and our 401(k) plan, in each case on the same basis as other employees, subject to applicable law, should such benefits exist.

Our 401(k) plan allows eligible employees to defer a portion of their compensation before federal income tax to a qualified trust.

All employees who are at least 21 years of age are eligible to participate in the 401(k) plan.

The participants may choose from nineteen investment options for the investment of their deferred compensation.

In addition, we match 100% of each participant’s salary deferral, for the first 4% of their salary, with a cash contribution.

For the years ended December 31, 2021 and 2020, we contributed $64,968 and $48,068, respectively, to the 401(k) plan.

We also provide vacation and other paid holidays to all employees, including our executive officers, which are comparable to those provided at peer companies.

At this time, we do not provide special benefits or other perquisites to our executive officers.

Policies Regarding Recovery of Awards

Our board has not adopted a policy that requires us to make retroactive adjustments to any cash or equity-based incentive compensation paid to executive officers (or others) where the payment was predicated upon the achievement of financial results that were subsequently the subject of a restatement.

However, we may implement a clawback policy in accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the regulations that will be issued under that act.

Tax and Accounting Treatment of Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1.0 million per person on the amount of compensation that we may deduct in any one year with respect to our Chief Executive Officer and certain of our other executive officers.

While the board of directors considers deductibility factors when making compensation decisions, the board also looks at other considerations, such as providing our executive officers with competitive and adequate incentives to remain with us and increase our business operations, financial performance, and prospects, as well as rewarding extraordinary contributions.

No compensation to named executive officers exceeded this threshold in 2021.

We account for equity compensation paid to our employees under the rules of FASB ASC Topic 718, which requires us to estimate and record an expense for each award of equity compensation over the service period of the award.

Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued.

We have not tailored our executive compensation program to achieve particular accounting results.

Policies on Ownership, Insider Trading, Hedging, and 10b5-1 Plans

We do not have formal stock ownership guidelines for our employees or directors, because the board of directors is satisfied that stock and option holdings among our employees or directors, are sufficient at this time to provide motivation and to align this group’s interests with those of our stockholders.

In addition, we believe that stock ownership guidelines are rare in companies at our stage, which means that ownership requirements would put us at a competitive disadvantage when recruiting and retaining high-quality executives.

Our insider trading policy prohibits certain actions by our Executive Officers relating to buying and selling our common stock.

Our executive officers are authorized to enter into trading plans established according to Section 10b5-1 of the Exchange Act with an independent broker-dealer (“broker”) designated by us.

These plans may include specific instructions for the broker to exercise vested options and sell Company stock on behalf of the executive officer at certain dates, if our stock price is above a specified level or both.

Under these plans, the executive officer no longer has control over the decision to exercise and sell the securities in the plan, unless he or she amends or terminates the trading plan during a trading window.

Plan modifications are not effective until the 31st day after adoption.

The purpose of these plans is to enable executive officers to recognize the value of their compensation and diversify their holdings of our stock during periods in which the executive officer would be unable to sell our common stock because material information about us had not been publicly released.

As of December 31, 2021, no named executive officer had a trading plan in place.

Stockholder Advisory Vote on Executive Compensation

Our Company held an advisory vote on executive compensation in 2021 and intends to take such action annually in the future.

Both our compensation committee and the board intend to periodically reevaluate our executive compensation philosophy and practices in light of our performance, needs and developments, including the outcome of future non-binding advisory votes by our stockholders.

Director Compensation

Director Compensation Table for Year Ended December 31, 2021

The following table sets forth information regarding the compensation for 2021 of each non-executive member of the board of directors:

Fees Earned or Paid in Cash ($)

Option Awards

Christopher Greenberg

Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

There can be no assurance the amounts determined in accordance with FASB ASC Topic 718 will ever be realized.

The following table provides information concerning the stock options granted to the Directors for 2021:

FASB ASC Topic 718 Value

Christopher Greenberg

Greenberg is paid $100,000 per year for serving as Chairman of the Board.

As of December 31, 2021, $95,833 of Mr.

Greenberg’s 2021 cash fee remained unpaid.

Kaye was not paid any cash compensation for service on the Board in 2021.

All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties to the Company.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item 12 is hereby incorporated by reference to our definitive proxy statement for the 2021 Annual Meeting of Stockholders which we intend to file with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report.

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as April 5, 2022 by:

each person or group of affiliated persons known by us to be the beneficial owner of more than five percent of our capital stock;

each of our named executive officers;

each of our directors;

all of our executive officers and directors as a group.

The column entitled “Percentage of Shares Beneficially Owned” is calculated based on 89,121,132 shares of common stock outstanding as of April 5, 2022.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities as well as any shares of common stock that the person has the right to acquire within 60 days of April 5, 2022 through the exercise of stock options or other rights.

These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Except as otherwise noted below, the address for persons listed in the table is c/o the Company at 1810 Jester Drive, Corsicana, Texas 75109.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of Shares Beneficially

Richard MacPherson

13,271,345 (1)

Christopher Greenberg

5,870,533 (2)

6,339,070 (3)

James Trettel

3,730,685 (4)

Alterna Core Capital Assets Fund II, L.P., et al

11,700,000 (6)

All current directors and executive officers as a group (6 persons)

Less than one percent of the outstanding shares of common stock of the Company.

Includes 8,680,826 shares owned by Mr.

MacPherson and 4,590,510 shares which Mr.

MacPherson has the right to acquire upon exercise of options.

Includes 4,195,869 shares owned by Mr.

Greenberg, 5,000 shares owned by Mr.

Greenberg with his wife, 3,000 shares owned by Mr.

Greenberg’s wife, and 1,666,664 shares which Mr.

Greenberg has the right to acquire upon exercise of options.

Includes 1,035,945 shares owned by Mr.

Pavlish and 5,303,125 shares which Mr.

Pavlish has the right to acquire upon exercise of options.

Includes 136,935 shares owned by Mr.

Trettel, 200,000 owned by Mr.

Trettel’s wife, and 3,393,750 shares which Mr.

Trettel has the right to acquire upon exercise of options.

Includes 675,000 shares which Mr.

Kaye has the right to acquire upon exercise of options.

Represents 11,700,000 shares owned and based solely upon and according to information reported in filings made to the SEC, jointly filed by and on behalf of certain reporting persons identified below (the “Reporting Persons”).

The Reporting Persons are Alterna Core Capital Assets Fund II, L.P., Alterna Capital Partners LLC, Alterna General Partner II LLC, AC Midwest Energy LLC, Harry V.

Toll, Eric M.

Press, Roger P.

Miller, and Earle Goldin.

The address for the Reporting Persons is 15 River Road, Suite 230, Wilton CT 06897.

Applicable percentage ownership for each stockholder is based on 89,121,132 shares of common stock outstanding as of April 5, 2022 plus any securities that stockholder has the right to acquire within 60 days of April 5, 2022 pursuant to options, warrants, conversion privileges, or other rights.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants, or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of April 5, 2022 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item 13 is hereby incorporated by reference to our definitive proxy statement for the 2021 Annual Meeting of Stockholders which we intend to file with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report.

Other than the compensation agreements and other arrangements described under Item 11 Executive Compensation and the transactions described below, since January 1, 2021, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years, and in which any director, executive officer, holder of five percent or more of any class of our capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Kaye Cooper Kay & Rosenberg, LLP provides certain legal services to the Company and was paid $287,500 for the year ended December 31, 2021 for legal services rendered.

Kaye, a Director and Secretary of the Company, is a partner of the law firm.

At December 31, 2021, $206,250 was owed to the firm for services rendered.

On June 1, 2021, we entered into a Debt Repayment and Exchange Agreement with AC Midwest, which will repay all existing secured and unsecured debt obligations presently held by AC Midwest (the “Debt Repayment Agreement”).

AC Midwest is the holder of an unsecured note with a principal amount outstanding of $13,154,930.60 which was issued on February 25, 2019 pursuant to an Unsecured Note Financing Agreement (the “Unsecured Note Financing Agreement”) entered into on such date with AC Midwest, pursuant to which AC Midwest exchanged a previously issued subordinated unsecured note in the principal amount of $13,000,000, together with all accrued and unpaid interest thereon, for a new unsecured note in the principal amount of $13,154,930.60 (the “Unsecured Note”).

The Unsecured Note will mature on August 25, 2022 and bears a zero cash interest rate.

Pursuant to the Unsecured Note Financing Agreement, AC Midwest shall also be entitled to a profit participation preference equal to 1.0 times the original principal amount (the “Profit Share”).

The Profit Share is “non-recourse” and shall only be derived from and computed on the basis of, and paid from, Net Litigation Proceeds from claims relating to our intellectual property, Net Revenue Share and Adjusted Free Cash Flow (as such terms are defined in the Unsecured Note Financing Agreement).

In addition, there remains outstanding to AC Midwest a principal balance of $271,686.10 (the “Secured Note Principal Balance”) due under a secured note issued on November 29, 2016, in the original principal amount of $9,646,686.08, which has a maturity date of August 25, 2022 (the “Secured Note”).

The Secured Note bears interest at a rate of 15.0% per annum, payable quarterly.

Pursuant to the Debt Repayment Agreement, we shall repay at closing the Secured Note Principal Balance in cash, together with any other amounts due and owing under the Secured Note, and repay the outstanding debt under the Unsecured Note by paying and issuing a combination of cash and shares of common stock as described below which AC Midwest has agreed to accept in full and complete repayment of the obligations thereunder.

At closing, and with regard to the Unsecured Note, we shall pay AC Midwest $6,577,465.30 in cash representing 50.0% of the aggregate outstanding principal balance of the Unsecured Note, and issue shares of common stock to AC Midwest in exchange for the remaining 50.0% of the aggregate outstanding principal balance at an exchange price equal to 100% of the offering price of common stock in the Qualifying Offering (as defined below).

With regard to the Profit Share, at closing we shall pay AC Midwest $2,305,308.00 in cash representing the Profit Share Valuation, and issue shares of common stock for $4,026,567.76 representing the Adjusted Profit Share Valuation (as such terms are defined in the Debt Repayment Agreement) at the same exchange price indicated above.

We have agreed to provide certain registration rights with respect to the shares issued thereunder.

The closing is subject to various conditions including but not limited to the completion of an offering of equity securities resulting in net proceeds of at least $12.0 million by December 31, 2021, which has been extended to June 30, 2022 (the “Qualifying Offering”).

Director Independence

Based upon information requested from and provided by each director concerning his background, employment, and affiliations, including family relationships, the Board has determined that currently one of our directors, Christopher Greenberg, qualifies as an independent director in accordance with the listing standards of The Nasdaq Stock Market.

In making that determination, the Board considered the relationships that each director has with us and all other facts and circumstances the Board deemed relevant in determining independence, including the potential deemed beneficial ownership of our capital stock by each director, including non-employee directors that are affiliated with certain of our major stockholders.

Principal Accounting Fees and Services.

The information required by this Item 14 is hereby incorporated by reference to our definitive proxy statement for the 2021 Annual Meeting of Stockholders which we intend to file with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report.

Independent Registered Public Accounting Firm’s Fees

The following table sets forth the fees billed or billable by Rotenberg Meril Solomon Bertiger & Guttilla, P.C., (“RotenbergMeril”) our independent registered public accounting firm, for audit and non-audit services rendered to us relating to 2021 and 2020.

These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees.

The nature of the services provided in each category is described following the table.

Year Ended December 31,

Principal Accounting Fees

Audit fees(1)

Audit-related fees

All other fees

Total aggregate fees

The aggregate audit fees billed or expected to be billed for professional services rendered by RotenbergMeril, our principal accountants effective as of June 3, 2020, for the audit of our consolidated financial statements included in our annual report on Form 10-K and review of our interim consolidated financial statements included in quarterly reports, and other services normally provided in connection with statutory and regulatory filings was $144,192 and $129,913 for the years ended December 31, 2021 and 2020, respectively.

The aggregate fees billed for Audit-related professional services rendered by RotenbergMeril consisted of work performed in connection with proposed registration statements was $23,508 and $0 for the years ended December 31, 2021 and 2020, respectively.

All fees described above were pre-approved by the Board.

Pre-Approval Policies and Procedures of the Audit Committee

The audit committee has not set any pre-approval policies and procedures as of December 31, 2021.

Exhibits and Financial Statement Schedules.

41 unchanged sentences

and AC Midwest Energy LLC dated as of February 25, 2019

Debt Repayment and Exchange Agreement among Midwest Energy Emissions Corp., MES, Inc.

and AC Midwest Energy LLC dated June 1, 2021

Amendment No.

1 to Debt Repayment and Exchange Agreement among Midwest Energy Emissions Corp., MES, Inc.

and AC Midwest Energy LLC dated as of January 24, 2022

Senior Secured Note dated November 29, 2016

4 unchanged sentences

Midwest Energy Emissions Corp.

2017 Equity Incentive Plan

2017 Equity Incentive Plan as amended

Form of Option Award Agreement (2017 Equity Incentive Plan)

Form of Conversion Notices for the 2013 10.0% Secured Convertible Promissory Notes

Form of Forced Conversion Statements for the 2018 12.0% Unsecured Convertible Promissory Notes

Form of Conversion Notices for the 2019 12.0% Unsecured Convertible Promissory Notes

Code of Ethics

Subsidiaries of the registrant

Certification by Principal Executive Officer and Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

Certification by Principal Executive Officer and Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Certification by Principal Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

Certification by Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

Certification by Principal Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

Certification by Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Form 10-K Summary.

10 unchanged sentences

Richard MacPherson

and Director (Principal Executive Officer and

Principal Financial Officer)

and Director (Principal Executive Officer)

Satterthwaite

Chief Accounting Officer

Chief Financial Officer

April 5, 2022

Satterthwaite

(Principal Accounting Officer)

(Principal Financial Officer and Principal Accounting

/s/ Christopher Greenberg

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures