BNB PLUS CORP.

Compensation Overview

The Compensation Committee has overall responsibility for approving and evaluating the compensation arrangements for our named executive officers. Our named executive officers for fiscal 2025 are:

Our Chief Executive Officer may provide recommendations to the Compensation Committee with respect to the compensation of the named executive officers other than for the Chief Executive Officer. However, the Compensation Committee is free to make decisions that are contrary to the Chief Executive Officer’s recommendations.

On June 18, 2025, Dr. Hayward resigned as the Chairman and CEO and Judith Murrah was appointed Chairperson and CEO of the Company. On September 29, 2025, Ms. Murrah resigned as CEO and President of the Company and Clay Shorrock was appointed CEO and President of the Company.

Summary Compensation Table

The following table sets forth the compensation of our named executive officers for the fiscal years ended September 30, 2025 and 2024.

Base Salary

Except as described below under “Employment Agreements,” the annual base salaries for our named executive officers during fiscal 2025 were as follows: Dr. Hayward, $450,000, Ms. Jantzen, $385,000 ($300,000 until December 7, 2024), Ms. Murrah, $400,000 ($325,000 until November 25, 2024) and Mr. Shorrock, $385,000 ($300,000 until November 2024). Effective as of January 18, 2025, Dr. Hayward reduced his annual base salary to $400,000, in response to the cash position of the Company. This voluntary reduction was effective until Dr. Hayward retired as CEO and Chairman of the Board on June 18, 2025. In conjunction with Dr. Hayward’s retirement, Ms. Murrah was named the CEO and Chairperson of the Board, effective June 18, 2025. Effective June 30, 2025, Ms. Murrah voluntarily agreed to a 15% temporary reduction in her annual base salary in connection with the Company’s efforts to reduce its ongoing operating expenses. This voluntary reduction was effective until Ms. Murrah retired as President and CEO on September 29, 2025.

Employment Agreements

On September 28, 2025, the Board approved new Employment Agreements (together, the “Employment Agreements”) with Mr. Shorrock and Ms. Jantzen. The Employment Agreements provide that Mr. Shorrock will be appointed as Chief Executive Officer and President and Ms. Jantzen will continue to serve in her role as Chief Financial Officer of the Company. The terms of the Employment Agreements began on September 29, 2025 and Mr. Shorrock and Ms. Jantzen will each hold office until the election and qualification of a successor or until either individual’s earlier death, resignation or removal.

Pursuant to the Employment Agreements, Mr. Shorrock’s and Ms. Jantzen’s annual base salary will each be $400,000. In October 2025, Mr. Shorrock was paid a one-time cash bonus of $175,000 and Ms. Jantzen was paid a one-time cash bonus of $150,000. Mr. Shorrock and Ms. Jantzen will both receive stock options to purchase shares of common stock with a grant-date fair market value of $200,000 which will vest quarterly over one year. 84,334 options were granted both Mr. Shorrock and Ms. Jantzen on December 15, 2025 at an exercise price of $2.52. Mr. Shorrock and Ms. Jantzen will each be eligible for a performance bonus in the event the Company enters into a strategic transaction (such as, but not limited to a merger, sale or licensing of all or substantially all of the Company assets that existed prior to September 17, 2025), or a restructuring, equal to 5.0% of the net proceeds of the strategic transaction or net absolute cash retained at the time of the restructuring. The Board, acting in its discretion, may grant cash or equity/options/restricted stock units to Mr. Shorrock and Ms. Jantzen for achieving or progressing stated company goals.

The Employment Agreements also provide that upon termination without Cause (as defined in the Employment Agreements) or resignation for Good Reason (as defined in the Employment Agreements), Mr. Shorrock and Ms. Jantzen will each be entitled to $400,000 or their then current annual base salary, together with all Accrued Benefits (as defined in the Employment Agreements). Upon a Change in Control (as defined in the Employment Agreements) or termination due to death or disability, Mr. Shorrock and Ms. Jantzen will each generally be entitled to receive the same payments and benefits they each would have received if their employment had been terminated by the Company without Cause (as described in the preceding paragraph), other than salary continuation payments.

Separation Agreement with Dr. James A. Hayward

On June 16, 2025, Dr. James A. Hayward informed the Company of his intention to retire from the Company and that he would step down from his positions as Chief Executive Officer, member of the Board and Chairman of the Board effective June 18, 2025. Dr. Hayward’s resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.

In connection with Dr. Hayward’s retirement, Dr. Hayward and the Company entered into a separation agreement dated June 16, 2025 (the “Hayward Separation Agreement”), pursuant to which the Company shall pay to Dr. Hayward, contingent upon his compliance with the terms of the Hayward Separation Agreement, the total gross amount of $450,000 to be paid over a period of eight months from the date of first payment, with the first installment being paid on or before July 15, 2025. The Hayward Separation Agreement also provides for a customary general release of claims in favor of the Company and customary post-employment covenants, including with respect to confidentiality and non-disparagement. As of December 15, 2025, $225,000 remains to be paid to Dr. Hayward under the Hayward Separation Agreement.

Separation Agreement with Judith Murrah

On June 17, 2025, the Board elected Judith Murrah, the Company’s then current President, as Chief Executive Officer and as Chairperson and a member of the Board effective June 18, 2025.

On September 28, 2025, Judith Murrah informed the Company of her intention to step down from her positions as the Company’s Chief Executive Officer and President effective September 29, 2025. As described below, Ms. Murrah’s title was Strategic Transition Advisor and she remained as Chairperson of the Board until November 6, 2025. Ms. Murrah’s resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Ms. Murrah continues to serve as a director.

In connection with Ms. Murrah’s resignation as President and CEO, Ms. Murrah and the Company entered into a separation agreement dated September 29, 2025 (the “Murrah Separation Agreement”), pursuant to which during a transition period commencing on the date of the Murrah Separation Agreement and ending 20 business days thereafter (the “Separation Date”), Ms. Murrah’s title was Strategic Transition Advisor and she was to remain as Chairperson of the Board until a new Chairperson was duly confirmed by the Nominating Committee of the Board and thereafter as a member of the Board. The Company paid to Ms. Murrah, contingent upon her compliance with the terms of the Murrah Separation Agreement, a rate of $340,000 per annum commencing on the effective date of her separation and ending on the Separation Date. The Murrah Separation Agreement also provides that the Company was to pay to Ms. Murrah, contingent upon her compliance with the terms of the Murrah Separation Agreement, a total gross amount of $400,000 to be paid in a lump sum on or before November 17, 2025. The Murrah Separation Agreement also provides for a customary general release of claims in favor of the Company and customary post-employment covenants, including with respect to confidentiality and non-disparagement.

Outstanding Equity Awards at Fiscal Year-End

The following table shows information concerning outstanding equity awards held by our named executive officers as of September 30, 2025, the last day of fiscal 2025.

Director Compensation: Fiscal 2025

On September 28, 2025, the Board approved compensation for each independent Board member consisting of cash compensation of $100,000 and 22,511 RSUs, both of which were granted during October 2025. The RSUs vest 90 days from the date of grant and had a fair market value on the date of grant of $80,364. As a non-independent Board member Ms. Murrah did not receive any compensation for her service as a Director for fiscal 2025. Please refer to the “Summary Compensation Table” above for compensation earned by Ms. Murrah during fiscal 2025.

Policies and Practices for Granting Certain Equity Awards

The Company did not grant equity awards to any executive officer or Board member during fiscal year 2025 due to the small number of shares available under the current compensation plan. The Compensation Committee and the Board have a historical practice of not granting equity awards to executive officers during closed quarterly trading windows as determined under the Company’s Insider Trading Policy. Annual grants of equity awards, which historically have included stock options, are typically made to the Corporation’s executive officers, including named executive officers, during the open-trading-window period of the fiscal quarter in which they are awarded. Consequently, the Company has not granted, and does not expect to grant, any equity awards to any named executive officers during the period commencing four business days prior to and ending one business day following the filing with the SEC of any Company report on Forms 10-K, 10-Q or 8-K that discloses material non-public information about the Company. The Compensation Committee and the Board do not take material non-public information into account when determining the timing of equity awards, and the Company has not timed the disclosure of material non-public information in order to affect the value of executive compensation.