ITEM 11. EXECUTIVE COMPENSATION.

Overview

This section describes the material elements of the compensation awarded to, earned by or paid to (i) each individual who served as our principal executive officer during 2025, (ii) our two most highly compensated other executive officers who were serving as executive officers at the end of 2025 and who received more than $100,000 in the form of salary and bonus during such year, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) above but for the fact that the individual was not serving as an executive officer at the end of 2025. We refer to these individuals as our “Named Executive Officers.” During 2025, Messrs. Vennare and Blacher were our only executive officers. Our Named Executive Officers are:

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Raymond F. Vennare, former Chief Executive Officer;

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Josh Blacher, Chief Financial Officer; and

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Christopher Miglino, Chief Executive Officer and Director

Summary Compensation Table for Fiscal 2025 and 2024

The following table provides information regarding the compensation awarded to or earned by each of the Named Executive Officers during the fiscal years ended December 31, 2025, and December 31, 2024:

Name and Principal Position	Year	Salary		Stock Awards			All Other Compensation	Total Compensation

Raymond F. Vennare, Chief Executive Officer	2025	$	682,486	245,858 (a)		$	287,500	$	1,215,844
	2024	$	525,000	$	-	$	-	$	525,000

Josh Blacher, Chief Financial Officer	2025	$	-	98,940 (b)		$	404,995	$	503,935
	2024	$	-			$	453,940	$	453,940

(a)

Represents the grant-date fair value of RSUs granted to Mr. Vennare, 8,331 RSUs were granted on September 9, 2025 and 20,000 RSUs were granted on December 10, 2025.

(b)

Represents the grant-date fair value of RSUs granted to Mr. Blacher, 6,467 RSUs were granted on September 9, 2025.

Newly Appointed Chief Executive Officer

On February 6, 2026, the Board appointed Christopher Miglino as Chief Executive Officer to succeed Mr. Vennare, and as a member of the Board to fill the vacancy created by Mr. Vennare’s resignation, effective as of February 9, 2026. In connection with Mr. Miglino’s appointment as Chief Executive Officer of the Company, the Company and Mr. Miglino entered into an employment agreement, dated February 9, 2026 (the “Employment Agreement”), which provides for, among other things, payment to Mr. Miglino of an annual base salary equal to $575,000, and at the discretion of the Board’s Compensation Committee (the “Committee”), to receive grants of stock options or other equity awards. Mr. Miglino will also be eligible to participate in the Company’s (i) bonus program with annual cash bonus equal up to 50% of his salary or at the discretion of the Committee, a higher percentage based on his and the Company’s performance, (ii) long-term incentive plan to be adopted and maintained by the Compensation Committee, and (iii) standard employee benefit plans generally available to executive employees of the Company.

In addition, as a material inducement to Mr. Miglino’s appointment as Chief Executive Officer, on February 9, 2026 (the “Grant Date”) the Company granted Mr. Miglino stock options (the “Options”) to purchase 500,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the Grant Date, pursuant to a Stock Option Inducement Award Agreement (the “Option Agreement”) between Mr. Miglino and the Company. One-third of the Options will vest on the first anniversary of the Grant Date with the remaining two-thirds of the Options vesting in equal monthly installments over the following twenty-four months, in each case subject to Mr. Miglino’s continued employment with or service to the Company through each applicable vesting date.

Outstanding Equity Awards at Fiscal Year-end for Fiscal 2025

On September 9, 2025, the Company granted 8,331 RSUs to Mr. Vennare and 6,467 RSUs to Mr. Blacher. These RSUs vested on October 31, 2025. There were no other outstanding equity awards held by the named executive officers as of December 31, 2025.

Executive Compensation Components for Fiscal 2025

Base Salary. Base salary is an important element of our executive compensation program as it provides executives with a fixed, regular, non-contingent earnings stream to support annual living and other expenses. As a component of total compensation, we generally set base salaries at levels believed to attract and retain an experienced management team that will successfully grow our business and create stockholder value. We also utilize base salaries to reward individual performance and contributions to our overall business objectives but seek to do so in a manner that does not detract from the executives’ incentive to realize additional compensation through our bonus and equity incentive programs.

The Compensation Committee may recommend adjustments to the Chief Executive Officer’s base salary based upon the Compensation Committee’s review of his current base salary, incentive cash compensation and equity-based compensation, as well as his performance and comparative market data. The Compensation Committee also reviews other executives’ salaries throughout the year, with input from the Chief Executive Officer. The Compensation Committee may recommend adjustments to other executives’ base salary based upon the Chief Executive Officer’s recommendation and the reviewed executives’ responsibilities, experience, and performance, as well as comparative market data.

In utilizing comparative data, the Compensation Committee seeks to recommend salaries for each executive at a level that is appropriate after giving consideration to experience for the relevant position and the executive’s performance. The Compensation Committee reviews performance for both our Company (based upon achievement of strategic initiatives) and each individual executive. Based upon these factors, the Compensation Committee may recommend adjustments to base salaries to better align individual compensation with comparative market compensation, to provide merit-based increases based upon individual or company achievement, or to account for changes in roles and responsibilities.

Bonuses. Bonuses may be paid at the discretion of the Compensation Committee and as approved by the Board of Directors based on the Compensation Committee’s determination of the performance of the executive officer.

Stock Options and Other Equity Grants. Consistent with our compensation philosophies related to performance-based compensation, long-term stockholder value creation and alignment of executive interests with those of stockholders, we may make periodic grants of long-term incentive compensation in the form of stock options or other equity-based incentive awards to our executive officers, directors, and others in the organization.

Stock options provide executive officers, directors, and other employees with the opportunity to purchase common stock at a price fixed on the grant date regardless of future market price. A stock option becomes valuable only if the common stock price increases above the option exercise price and the holder of the option remains employed or appointed during the period required for the option shares to vest. This provides an incentive for an option holder to remain employed or appointed by us. In addition, stock options link employees’ compensation to stockholders’ interests by providing an incentive to increase stockholder value. Under our 2024 Equity Incentive Plan (the “2024 Plan”), which was approved by our stockholders on December 30, 2024 as a successor to our Amended and Restated 2012 Stock Incentive Plan, and which was amended by our Board of Directors and approved by our stockholders on November 25, 2025 to increase the number of shares authorized for issuance thereunder, we may also make grants of common stock, restricted stock, restricted stock units, performance awards, and stock appreciation rights to employees (including officers), directors, consultants, or other independent contractors who provide services to the Company or its subsidiaries. Restricted stock units represent the right to receive shares of our common stock (or, in some cases, the value thereof in cash) upon vesting, with vesting generally being time-based, based on achievement of certain performance metrics, or both. We adopted the 2024 Plan to give us flexibility in the types of awards that we could grant to individuals providing services to the Company. As amended, the 2024 Plan authorizes up to 1,066,667 shares for issuance, plus the number of shares subject to outstanding awards under the 2012 Plan as of December 30, 2024, that are forfeited, expire or otherwise terminate without the issuance of shares after December 30, 2024. As of December 31, 2025, there were stock options to purchase 43,595 shares of common stock outstanding under the 2012 Plan. 980,030 shares remain available for future equity awards.

While we have not adopted a formal policy regarding the timing of stock option grants, we do not time the disclosure of material nonpublic information for the purposes of affecting the value of executive compensation and our practice is that the timing of these grants is not scheduled in a manner that intentionally benefits our executive officers or employees.

Limited Perquisites; Other Benefits. We provide our employees, including our executive officers, with a full complement of employee benefits, including health and dental insurance, short term and long-term disability insurance, life insurance, a 401(k) plan, FSA flex plan and Section 125 plan.

Employment Contracts

Employment Agreement for Chief Executive Officer

Consulting Agreement for Chief Financial Officer Services

In August 2023, we entered into a consulting agreement with Danforth Advisors, LLC pursuant to which Mr. Blacher provides consulting services to us. Mr. Blacher does not receive compensation directly from us.

Potential Payments Upon Termination or Change of Control

Most of our stock option agreements provide for an acceleration of vesting in the event of a change in control as defined in the agreements and in the 2012 Plan under which they were previously issued. Also, see “Employment Contracts” above for a description of certain severance compensation arrangements.

Director Compensation

Effective January 25, 2023, the Board adopted an Amended and Restated Director Compensation Program (the “Compensation Program”). Director compensation under the Compensation Program is limited to non-employee directors (defined as directors who are not employees of Axe Compute or any subsidiary and who do not receive regular long-term cash compensation as consultants). Pursuant to the Compensation Program, non-employee directors receive a combination of quarterly and annual awards as compensation for their services as directors. During 2025, cash payments were made in lieu of certain quarterly awards of common stock due to limited availability of shares available for issuance under the 2024 Plan.

The compensation program pays all of the compensation in the form of stock and cash awards (with the cash component payable in additional shares at the election of the director). The cash component is approximately equal to 28% of the total value of the award (or 38.9% of the share component of the award), intended to pay taxes on the full award.

Each director receives a quarterly award of $8,333 payable on the last day of the quarter, consisting of (i) shares with a value of $6,000 and (ii) $2,333 in cash (or additional shares).

Each director who is continuing to serve as a director as of June 17 of a given year also receives an annual award of $10,000, consisting of (i) newly issued shares of common stock with a value of $7,000 and (ii) $3,000 in cash (or additional shares). The awards are payable on or about June 17 each year.

For each board committee, each director receives an additional annual award of $11,112, consisting of (i) shares with a value of $8,000 and (ii) $3,112 in cash (or additional shares), payable on December 31.

If the chairman of the Board is an independent director, the chairman receives an additional annual award of $20,835, consisting of (i) shares with a value of $15,000 and (ii) $5,835 in cash (or additional shares), payable on December 31.

The Lead Independent Director, as voted by the Board of Directors, also receives an annual award of $11,112, consisting of (i) shares with a value of $8,000 and (ii) $3,112 in cash (or additional shares).

Director Compensation Table for Fiscal 2025

The following table summarizes the compensation earned by or paid to each individual who served as a director during the fiscal year ended December 31, 2025:

	Fees Paid or Earned in Cash		Stock Awards (1)		Option Awards		Total
Charles Nuzum Sr. (2)	$	52,892	$	71,451	$	-	$	124,343
Daniel Handley (3)	$	40,444	$	39,448	$	-	$	79,892
Greg St. Clair Sr. (4)	$	43,556	$	47,449	$	-	$	91,005
Nancy Chung-Welch (5)	$	57,501	$	25,441	$	-	$	82,942
Matthew J. Hawryluk (6)	$	43,556	$	47,449	$	-	$	91,005
Veena Rao (7)	$	56,668	$	55,449	$	-	$	102,117
Shawn Matthews (8)	$	2,333	$	6,006	$	-	$	8,339

(1)	Represents grant date fair value of stock awards granted during 2025 as determined pursuant to FASB ASC 718, Stock Compensation.
(2)	Reflects 10,747 shares of common stock received in 2025 for serving on the Board.
(3)	Reflects 5,152 shares of common stock received in 2025 for serving on the Board.
(4)	Reflects 5,152 shares of common stock received in 2025 for serving on the Board.
(5)	Reflects 4,312 shares of common stock received in 2025 for serving on the Board.
(6)	Reflects 5,152 shares of common stock received in 2025 for serving on the Board.
(7)	Reflects 5,152 shares of common stock received in 2025 for serving on the Board.
(8)	Reflects 840 shares of common stock received in 2025 for serving on the Board.

Axe Compute Inc. Award Timing Disclosure Disclosure

Other Available Disclosures