Zapata Quantum, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 11. Executive Compensation
The following information is related to the compensation paid, distributed or accrued by us for the fiscal years ended December 31, 2025 and 2024 toour Chief Executive Officer (principal executive officer) (the “Named Executive Officer”).
Summary Compensation Table
| Name and Principal Position (a) · Year (b) · Salary ($)(c) · Stock Awards ($)(d) · Option Awards ($)(e) · All Other Compensation ($)(f) · Total ($)(g) | |||||||
|---|---|---|---|---|---|---|---|
| Sumit Kapur (1)(2) | 2025 | 350,000 | 13,000 | 520,458 | 42,948 | 926,406 | |
| Chief Executive Officer | 2024 | 309,167 | * | — | 483,434 | 33,758 | 826,358 |
*In connection with the cessation of operations in 2025, the Company paid all employees through October 9, 2024.
| (1) | Mr. Kapur has a base salary of $350,000 and bonus target of 30% or $105,000. In the table above his salary for 2025 includes $350,000 base pay. Mr. Kapur’s “All Other Compensation” for 2025 includes $42,948 for health insurance. Mr. Kapur’s “Stock Awards” represent 32,500,000 shares of restricted stock granted on July 10, 2025, valued at $0.0004 per share, which was the closing market price on the issuance date. On October 9, 2025, the Company appointed Mr. Sumit Kapur to the Board. In connection with his appointment, the Company granted Mr. Kapur 1,000,000 five-year stock options with an exercise price of $0.08, vesting in equal monthly increments over a two-year period. On October 9, 2025, in connection with Mr. Kapur’s services as Chief Executive Officer, the Company also granted Mr. Kapur 5,000,000 five-year stock options with an exercise price of $0.08, vesting in equal monthly installments over four years. These were awarded under the 2024 Equity and Incentive Plan. The amount under “Option Awards” represents the fair market value of such grant calculated in accordance with ASC 718. This amount does not reflect the actual economic value realized by the officer. |
| (2) | Mr. Kapur joined the Company on May 13, 2024 with a base salary of $350,000 and bonus target of 30% or $105,000. In the table above his salary for 2024 includes $134,167 standard pay through September 30, 2024 and $175,000 for a six months’ advance/prepayment of salary to retain services to conduct the cessation of operations. Mr. Kapur’s “All Other Compensation” for 2024 includes a payment for his unused paid time off as of the cessation date, $9,898 as well as $23,860 for a six months’ advance/prepayment of health insurance. Mr. Kapur was awarded an Inducement Award on May 8, 2024 which included 656,370 options at an exercise price of $1.12 vesting at “one year cliff, then 36 monthly vest”. These were awarded under the 2018 Plan. The amount under “Option Awards” represents the fair market value of such grant calculated in accordance with ASC 718. This amount does not reflect the actual economic value realized by the officer. |
Employment Agreements
Sumit Kapur. Mr. Kapur is employed by the Company pursuant to an oral agreement under which he receives the compensation described in the table above and such other compensation as may be approved by the Board.
Outstanding Awards at Fiscal Year End
Listed below is information with respect to unexercised options that have not vested and equity incentive plan awards for the Named Executive Officer outstanding as of December 31, 2025.
Outstanding Equity Awards At Fiscal Year-End
| Name · Number of Securities Underlying Unexercised Options (#) Exercisable · Number of Securities Underlying Unexercised Options (#) Unexercisable · Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options · Option Exercise Price · Option Expiration Date · Number of Shares or Units of Stock That Have Not Vested · Market Value of Shares or Units of Stock That Have Not Vested | ||||||||
|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · ($)(e) · (f) · (g) · ($)(h) | ||||||||
| Sumit Kapur | 259,813 | 340,187 | [N/A] | $1.12 | 5/8/2034 | [N/A] | [N/A] | |
| 83,333 | 916,667 | [N/A] | $0.08 | 10/9/2035 | [N/A] | [N/A] | ||
| 208,333 | 4,791,667 | [N/A] | $0.08 | 10/9/2035 | [N/A] | [N/A] | ||
| [N/A] | [N/A] | [N/A] | $ | [N/A] | [N/A] | 24,375,000 | 38,512,500 | |
Compensation of Directors
In the fiscal year ended December 31, 2025, non-employee members of our Board were compensated for as follows:
| Name (a) | Fees Earned or Paid in Cash ($)(b) | Stock Awards ($)(c)(1) | Option Awards ($)(d)(1) | Total ($)(j) |
|---|---|---|---|---|
| Clark Golestani (2) | 110,000 | 13,000 | 87,251 | 210,251 |
| William E. Klitgaard (3) | 36,250 | — | 74,380 | 110,630 |
| (1) | Amounts reported represent the aggregate grant date fair value of awards granted without regards to forfeitures granted to the independent members of our Board during the fiscal year ended December 31, 2025, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the director. |
| (2) | Mr. Golestani’s 2025 compensation consisted of: (i) a grant of 32,500,000 shares of restricted Common Stock, vesting in equal monthly increments over a two year period, subject to Mr. Golestani’s continued service to the Company as of each applicable vesting date, (2) a grant of 1,000,000 five-year stock options with an exercise price of $0.08, vesting in equal monthly increments over a two-year period, subject to Mr. Golestani’s continued service to the Company as of each applicable vesting date, and (ii) cash compensation of $110,000 for services as director. |
| (3) | On October 7, 2025, the Company appointed Mr. William Klitgaard to the Board and named him to Audit Committee. Mr. Klitgaard’s 2025 compensation consisted of: (i) a grant of 1,000,000 five-year stock options, vesting in equal monthly increments over a two-year period, subject to continued services to the Company as of each applicable vesting date, with an exercise price of $0.08, (ii) cash compensation of $100,000 per year (prorated for 2025) for services as director, (iii) additional cash compensation of $25,000 per year (prorated for 2025) for services as a chair of the Audit Committee of the Company, (iv) additional cash compensation of $10,000 per year (prorated for 2025) for services as member of the Compensation Committee of the Company, and (v) additional cash compensation of $10,000 per year (prorated for 2025) for services as member of the Corporate Governance Committee of the Company, with all cash grants subject to Mr. Klitgaard’s continued service to the Company as of each applicable payment date. |
Pursuant to resolutions adopted by the Board, non-employee directors are entitled to the following cash fees: (i) $100,000 for services as a director, (ii) $45,000 for services as Lead Independent Director/Chairman of the Board, (iii) $25,000 per committee chair position, and (iv) $10,000 per non-chair committee membership, provided that annual cash compensation for each non-employee director of the Company shall not exceed $150,000.
The table below sets forth the unexercised options held by each of our non-employee directors outstanding as of December 31, 2025.
| Name | Aggregate Number of Unexercised Option Awards Outstanding at December 31, 2025 |
|---|---|
| Clark Golestani | 1,000,000 |
| William E. Klitgaard | 1,000,000 |
Equity Compensation Plan Information
The following table contains information about the Equity Compensation Plan as of December 31, 2025:
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|---|---|---|---|
| (a) | (b) | (c) | |
| Equity compensation plans approved by stockholders: | 39,003,451 | 0.08 | 1,895,000 |
| Equity compensation not approved by stockholders | — | — | — |
| Total | 39,003,451 | 1,895,000 |
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