JANEL CORP

EXECUTIVE COMPENSATION

Introduction

The following table provides summary information concerning compensation paid by the Company to our Chief Executive Officer and President, Vice Chairman, our former Principal Financial Officer, Treasurer, and Secretary, and our Chief Financial Officer, Treasurer and Secretary. We refer to these individuals collectively as the “named executive officers”.

Summary Compensation Table

The following table sets forth information regarding the total compensation awarded to, paid to the named executive officers as compensation for their services in all capacities during the fiscal years ended September 30, 2025 and 2024 (actual dollar amounts):

(1)

Amounts reported under the “All Other Compensation” column for the fiscal year ended September 30, 2025 include $1,252 of 401(k) contributions paid on behalf of Mr. Seirer for the fiscal year ended 2025.

(2)

Mr. Ferrara served as Principal Financial Officer, Treasurer and Secretary until August 2, 2025. Amounts reported under the “Bonus” column for fiscal year ended September 30, 2025 include a discretionary bonus of $115,000 related to fiscal year 2025 performance. Amounts reported under the “All Other Compensation” column for fiscal year ended September 30, 2025 includes $10,962 of 401(k) contributions paid on behalf of Mr. Ferrara for the fiscal year ended 2025.

(3)

Mr. Shandy was appointed as Chief Financial Officer, Treasurer and Secretary effective on August 2, 2025. Amounts reported under the “Bonus” column for fiscal year ended September 30, 2025 include a discretionary bonus of $25,944 related to fiscal year 2025 performance. Amounts reported under the “All Other Compensation” column for the fiscal year ended September 30, 2025 includes $7,683 of 401(k) contributions paid on behalf of Mr. Shandy for the fiscal year ended 2025.

Long-Term Incentive Plan Awards

While the Company has adopted the Amended and Restated 2017 Equity Incentive Plan pursuant to which certain stock awards may be granted to the Company’s directors, officers, employees and consultants, our current intent is to utilize this plan only to make annual equity awards to the Company’s non-employee directors.

Savings and Stock Option Plans

401(k) and Profit-Sharing Plan

The Company maintains a qualified retirement plan, commonly referred to as a 401(k) plan, covering substantially all full-time employees under each segment.

The Janel Corporation 401(k) Plan allows for employee salary deferrals including Roth 401(k) deferrals, employer matching contributions, employer profit sharing contributions and employee rollovers. The Janel Corporation 401(k) Plan provides for participant contributions of up to 50% of annual compensation (not to exceed the IRS limit), as defined by the plan. The Company contributes an amount equal to 50% of the participant’s first 6% of contributions.

The combined expenses charged to operations for contributions made to the plans for the benefit of the employees for the fiscal years ended September 30, 2025 and 2024 were $621,298 and $548,500, respectively.

The administrative expense charged to operations for the fiscal years ended September 30, 2025 and 2024 aggregated $59,913 and $75,800, respectively.

Equity Plans

On October 30, 2013, the Board of Directors adopted Janel’s 2013 Non-Qualified Stock Option Plan (the “2013 Option Plan”) providing for options to purchase up to 100,000 shares of common stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries. The exercise price and other terms of any nonqualified option granted under the 2013 Option Plan is determined by the Compensation Committee of the Board of Directors.

On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended and Restated Plan”), which amended and restated the prior 2017 Equity Incentive Plan, as previously amended, and pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights with respect to up to 200,000 shares of the Company’s Common Stock, par value $.001 per share, may be granted to employees, directors and consultants to the Company and its subsidiaries. Participants and all terms of any grant under the Amended and Restated Plan are in the discretion of the Company’s Compensation Committee.

Outstanding Equity Awards at September 30, 2025

None of our named executive officers had any outstanding stock awards at September 30, 2025. Janel does not expect to use Janel stock as compensation for its executives or employees.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

As noted above, we do not grant equity awards to our named executive officers or other employees of the Company and therefore do not have a policy regarding the timing of grants of option awards in relation to the disclosure of material non-public information by the Company. If, in the future, we anticipate granting stock options, SARs or similar option-like instruments to our named executive officers or other employees of the Company, we expect to establish a policy and/or practice regarding how the Board of Directors determines when to grant such awards and how the Board or Compensation Committee will take material non-public information into account when determining the timing and terms of such awards. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

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