374Water Inc. is putting Proposal No. 1, the election of director nominees, before stockholders at its September 18, 2026 virtual annual meeting. The vote matters because the proxy also identifies nominees tied to $2,960,000 in convertible-note proceeds and sets out executive compensation figures for investor review.

Key Highlights

  • Convertible note transactions generated $2,960,000 in cash proceeds, including purchases by three directors.
  • The notes carry 10% interest, convert into common stock at $3.00, and include warrants exercisable at $4.50.
  • 2025 named-executive compensation totals ranged from $708,000 for Russell Kline to $1,399,668 for Stephen Jones.

374Water Inc. (NASDAQ: SCWO) is asking stockholders to elect directors under Proposal No. 1 at its annual meeting on September 18, 2026. The meeting will be virtual-only, with voting and questions conducted through a live webcast. The nominees are Pawloski, Marc Deshusses, Richard Davis, Bradley Freels, Stephen McKnight and Weiser.

Director Election On September 18

Proposal No. 1 covers the election of the listed director nominees. The annual meeting will be held online rather than in person. Stockholders will be able to attend, vote and submit questions through the webcast.

Convertible Notes Include Director Purchases

Convertible note transactions brought 374Water $2,960,000 in cash proceeds. Directors Bradley Freels, Stephen McKnight and Pawloski participated with purchases of $400,000, $350,000 and $50,000, respectively.

The amended notes bear interest at 10% and mature three years after issuance. Freels received 133,333 warrants, McKnight received 116,666 and Pawloski received 16,667.

Financing Opportunities And Executive Pay

Weiser, Freels, McKnight and Davis had coordinated with management on potential financing opportunities before joining the board and continued those efforts after their appointments as directors. They may participate as investors in one or more of those opportunities, with any successful transaction expected to exceed $120,000 in aggregate financing.

The executive compensation table lists Christian Gannon’s 2025 total at $1,271,875, compared with $7,508,321 in 2024. Stephen Jones received total compensation of $1,399,668 in 2025.

Russell Kline’s 2025 total was $708,000. Peter Mandel’s total was $727,500 in 2025 and $993,414 in 2024, while Brad Meyers received $800,500 in 2025 and $847,035 in 2024.

Gannon served as chief executive officer, Jones as interim chief executive officer, Kline as chief financial officer, Mandel as general counsel and Meyers as chief operating officer in the compensation disclosures.

Peers Moving on This News

Source(s)

  • https://www.sec.gov/Archives/edgar/data/933972/000165495426007870/scwo_def14a.htm