Future FinTech Group Inc.
For the period ended Dec 31, 2025. Filed Mar 18, 2026.
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FY2025 · Filed Mar 18, 2026
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ITEM 11. - EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Objectives
We operate in a highly competitive and rapidly changing industry. The key objectives of our executive compensation programs are to:
| ● | attract, motivate and retain executives who drive our success and industry leadership; and provide executive officers, with a salary and/or stock award on the market value of that role, and |
| ● | the individual’s demonstrated ability to perform that role. |
Stock Incentive Plans
The Board of Directors of the Company approved and adopted the Future FinTech Group Inc. 2025 Omnibus Equity Plan, which was approved by the shareholders at the shareholders annual meeting on December 12, 2025, to provide equity awards to employees, directors and consultants of the Company (the “2025 Plan”). There are 5,000,000 shares of commons stock available for awards under 2025 Plan (All the share numbers stated here are before the 1 for 4 reverse stock split effected in January 20, 2026). As of December 31, 2025, no awards had been granted under the plan, and no shares were subject to outstanding options, warrants, or other rights.
The Board of Directors of the Company approved and adopted the Future FinTech Group Inc. 2024 Omnibus Equity Plan (the “2024 Equity Plan”) on October 12, 2024, which was approved by the shareholders at the shareholders annual meeting on December 5, 2024, to provide equity awards to employees, directors and consultants of the Company (the “2024 Plan”). There are 5,000,000 shares of commons stock available for awards under 2024 Plan. On March 10, 2025, the Compensation Committee of the Board granted stock awards of 5,000,000 shares of common stock of the Company, pursuant to the Company’s 2024 Omnibus Equity Plan, to sixteen officers and employees of the Company and its subsidiaries, including: 300,000 shares to Hu Li, Chief Executive Officer of the Company (All the share numbers stated here are before the 1 for 10 reverse stock split effected in April 1, 2025)
The Board of Directors of the Company approved and adopted the Future FinTech Group Inc. 2023 Omnibus Equity Plan (the “2023 Equity Plan”) on October 12, 2023, which was approved by the shareholders at the shareholders annual meeting on December 5, 2023. The 2023 Equity Plan has a total of 5,000,000 shares of Common Stock. On December 23, 2023 (the “Grant Date”), the Compensation Committee of the Board of Directors (the “Board”) of the Company granted stock awards of 2,890,000 shares of common stock of the Company, pursuant to the Company’s 2023 Equity Plan, to sixteen officers and employees of the Company and its subsidiaries (the “Grantees”), including: 200,000 shares to Shanchun Huang, Chief Executive Officer and President of the Company, 40,000 shares to Peng Lei, Chief Operating Officer of the Company, and 30,000 shares to Hoo Lee, Corporate Secretary of the Company (collectively, the “Grants”). The Grants vested immediately on the Grant Date and each of the Grantees also entered into an Unrestricted Stock Award Agreement with the Company on December 23, 2023. On October 4, 2024, the Company granted the remaining 2,110,000 share under 2023 Omnibus Equity Plan to 4 employees of the Company and its subsidiaries. (All the share numbers stated here are before the 1 for 10 reverse stock split effected in April 1, 2025)
We believe that the future success of the Company depends, in large part, upon the ability of the Company to maintain a competitive position in attracting, retaining and motivating key personnel.
What Our Executive Compensation Program is Designed to Reward
Our executive compensation program is designed to reward each individually named executive officer’s contribution to the advancement of our overall performance and execution of our goals, ideas and objectives. It is designed to reward and encourage exceptional performance at the individual level in the areas of organization, creativity and responsibility while supporting our core values and ambitions. This in turn aligns the interest of our executive officers with the interests of our shareholders, and thus with our interests.
Determining Executive Compensation
The Board’s compensation committee reviews and approves the compensation for executive officers annually. The compensation committee considers the overall performance of the past year and the financial and operating plans for the upcoming year in determining the compensation for the executive officers.
A named executive officer’s base salary is determined by an assessment of his/her sustained performance against individual job responsibilities, including, where appropriate, the impact of his/her performance on our business results, current salary in relation to the salary range designated for the job, experience and mastery, and potential for advancement. The compensation committee also annually reviews market compensation levels with comparable jobs in the industry to determine whether the total compensation for our officers remains in the targeted median pay range.
Role of Executive Officers in Determining Executive Compensation
The compensation committee determines the compensation for the CEO, which is based on various factors, such as level of responsibility and contributions to our performance. The CEO recommends the compensation for our executive officers (other than the compensation of the CEO) to the compensation committee. The compensation committee reviews the recommendations made by the CEO and determines the compensation of the CFO and the other executive officers.
Employment Agreements
We entered into an Employment Agreement with our CEO, Mr. Hu Li, on August 5, 2024 with a term of three year subject to renewal. Mr. Li receives compensation in the amount of $7,000 per month and will be eligible for an annual cash and equity bonus in the Board’s sole discretion.
On July 28, 2023, the Board of Directors of the Company appointed Mr. Peng Lei as the COO of the Company. In connection with his appointment as COO, the Company entered into an employment agreement (the “Agreement”) with Mr. Peng Lei on August 1, 2023. The Agreement provides that Mr. Lei will receive compensation in the amount of $50,000 per year before tax and the term of the Agreement is for one (1) year which was renewed until August 1, 2025. On June 13, 2025, the Company received a resignation letter from Mr. Peng Lei to resign from his position as the Chief Operating Officer (“COO”) of the Company, effective on June 15, 2025.
On December 1, 2020, the Company entered into an employment agreement with Mr. Ming Yi as CFO of the Company and the term of the agreement is for one (1) year. The agreement provides that Mr. Yi receives compensation in the amount of $4,000 per month before tax. Mr. Ming Yi resigned from his position as the CFO of the Company, effective on June 25, 2025. On June 26, 2025, the Board appointed Ms. Ting (Alina) Ouyang as a director of the Board and the CFO of the Company, effective immediately, to fill the vacancy following the resignation of Ms. Ying Li. The Agreement provides that Ms. Ouyang will receive compensation in the amount of $2,500 per month before tax and the term of the Agreement is for three (3) years. On September 22, 2025, the Company approved an increase in Ms. Ouyang’s monthly salary to $4,200.
Summary Compensation of Named Executive Officers
Our executive officers do not receive any compensation from the Company for also serving as directors of the Company. The following table sets forth information concerning cash and non-cash compensation paid by the Company to our named executive officers for the years ended December 31, 2025 and 2024.
| Name and Principal Position · Year Ended · Salary ($) · Bonus ($) · Stock Awards ($) · Option Awards · Non-Equity Incentive Plan Compensation ($) · Non-Qualified Deferred Compensation Earnings ($) · All Other Compensation ($) · Total ($) | |||||
|---|---|---|---|---|---|
| Ming Yi (1) | 12/31/2024 | $47,180 | - | $47,180 | |
| 12/31/2025 | $23,856 | $23,856 | |||
| Hu Li (2) | 12/31/2024 | $49,389 | $ | $49,389 | |
| 12/31/2025 | $91,254 | $91,254 | |||
| Peng Lei (3) | 12/31/2024 | $50,753 | $50,753 | ||
| 12/31/2025 | $25,340 | $25,340 | |||
| Ting Ouyang(4) | 12/31/2025 | $23,513 | $23,513 | ||
| Shanchun Huang (5) | 12/31/2024 | $90,740 | $ | $90,740 | |
| (1) | On November 30, 2020, the Board of the Directors appointed Mr. Ming Yi as the CFO of the Company. On June 25, 2025, the Board of Directors (the “Board”) of the Company received a resignation letter from Mr. Ming Yi to resign from his positions as the Chief Financial Officer (“CFO”) of the Company. |
| (2) | On August 5, 2024, Mr. Hu Li was appointed ad CEO and President of the Company. |
| (3) | On June 13, 2025, the Company received a resignation letter from Mr. Peng Lei to resign from his position as the Chief Operating Officer (“COO”) of the Company, effective on June 15, 2025. |
| (4) | On June 26, 2025, the Board appointed Ms. Ting (Alina) Ouyang as a director of the Board and the CFO of the Company, effective immediately, to fill the vacancy following the resignation of Ms. Ying Li. |
| (5) | On March 4, 2020, Mr. Shanchun Huang was appointed as the CEO of the Company. The compensation committee of the Board granted him a stock award for 200,000 shares of common stock of the Company under 2023 Equity Plan on December 23, 2023. Mr. Shanchun Huang was resigned as CEO and President of the Company on August 5, 2024. |
Outstanding Equity Awards at December 31, 2025
No outstanding equity awards held by named executive officers as of December 31, 2025.
Compensation of Directors
The following table sets forth information concerning cash and non-cash compensation paid by us to our directors during 2025.
| Name · Fees Paid in Cash ($) · Stock Awards · Option Awards · Non-Equity Incentive Plan Compensation ($) · Non-Qualified Deferred Compensation Earnings ($) · All Other Compensation ($) · Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Ying Li(1) | $23,940 | - | - | - | - | - | $23,940 | ||
| Fuyou Li(2) | $9,000 | - | - | - | - | - | $9,000 | ||
| David Xu (3) | $ | - | - | - | - | - | - | $ | - |
| Mingyong Hu (4) | $11,250 | - | - | - | - | - | $11,250 | ||
| Hu Li (5) | $23,940 | $44,400 | - | - | - | - | $68,340 | ||
| Mingjie Zhao (6) | $25,000 | - | - | - | - | - | $25,000 | ||
| Ting Ouyang (7) | $ | - | - | $ | - | ||||
| (1) | On June 20, 2025, Ying Li resigned from her positions as a director of the Board and the Vice President of the Company. |
| (2) | On June 20, 2025, Mr. Fuyou Li resigned from his position as the Chairman of the Board and as a member of the Board’s audit and compensation committees. |
| (3) | On June 26, 2025, the Board appointed Mr. David Xu as the Chairman of the Board and a member of both the audit committee and compensation committee. Mr. David Xu is entitled for $10,000 per annum as compensation. |
| (4) | On October 1, 2024, Mr. Mingyong Hu was appointed as a member of the Board, Chairman of the Audit Committee and a member of Compensation Committee of the Board, effective immediately, to fill the vacancy following the resignation of Mr. Johonson (Shun-Pong) Lau. |
| (5) | Mr. Hu Li was appointed as Chief Executive Officer, President and Director of the Company on August 5, 2024, following the resignation of Mr. Shanchun Huang. |
| (6) | On July 15, 2020, the Board appointed Mr. Mingjie Zhao as a member of the Board and Chairman of the Compensation Committee and a member of Audit Committee of the Board. Mr. Zhao is entitled for $25,000 per annum as compensation for his current services as a director of the Company and chair of the compensation committee and a member of audit committee. |
| (7) | On June 26, 2025, the Board appointed Ms. Ting (Alina) Ouyang as a director of the Board and the CFO of the Company, effective immediately, to fill the vacancy following the resignation of Ms. Ying Li. |
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