XTI Aerospace, Inc.

Executive Compensation

The table below sets forth, for the last two fiscal years, the compensation earned by (i) each individual who served as our principal executive officer during the last fiscal year, (ii) our two other most highly compensated executive officers, other than our principal executive officer, who were serving as an executive officer at the end of the last fiscal year and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at the end of the last fiscal year. Together, these individuals are sometimes referred to as the “Named Executive Officers.”

Outstanding Equity Awards at Fiscal Year-End

Other than as set forth below, there were no outstanding unexercised options, unvested stock, and/or equity incentive plan awards issued to our Named Executive Officers as of December 31, 2025.

Employment Agreements and Arrangements

Scott Pomeroy

Prior Consulting Agreement and Employment Agreement with Scott Pomeroy

Scott Pomeroy previously served as Legacy XTI’s Chief Financial Officer from July 2022 until the XTI Merger pursuant to a consulting agreement dated July 1, 2022, as amended effective January 1, 2023, under which he received monthly compensation of $17,500. During the year ended December 31, 2024, the Company paid Mr. Pomeroy compensation of $92,750 pursuant to the consulting agreement. Pursuant to the consulting agreement and in connection with the closing of the XTI Merger in March 2024, Mr. Pomeroy received (i) 4,000,000 shares (pre-merger, pre-reverse stock splits) of Legacy XTI common stock valued at $1.9 million as transaction-related compensation, which were exchanged for 357,039 shares of XTI Aerospace, Inc. common stock, and (ii) a transaction cash bonus of $400,000 which was paid in full during January 2025.

Effective upon the closing of the XTI Merger, Mr. Pomeroy was appointed as XTI Aerospace Inc.’s Chief Executive Officer. On May 6, 2024, XTI Aerospace, Inc. entered into an employment agreement with Mr. Pomeroy that superseded the consulting agreement, pursuant to which Mr. Pomeroy was entitled to receive an annual base salary of $400,000, and an annual cash bonus of up to a baseline of 100% of his base salary, with the right to earn up to a cap of 150% of his base salary, applying a weighted average percentage of the objective and subjective criteria and milestones set forth in the agreement. Pursuant to the agreement, Mr. Pomeroy received retroactive pay for services rendered prior to the execution of the agreement with respect to the pay periods from March 13, 2024 until May 6, 2024 in the aggregate amount of $60,606.

Current Employment Agreement with Scott Pomeroy

On January 2, 2026, the Company entered into a new employment agreement with Scott Pomeroy, effective December 30, 2025.

Under the agreement, Mr. Pomeroy receives an annual base salary of $800,000, subject to annual review by the Compensation Committee. He is eligible to receive performance-based quarterly bonuses of up to 150% of his annual base salary based on performance objectives established by the Board, with the sum of all calendar year quarterly bonuses not to exceed 150% of his base salary. He also received a $350,000 continuation bonus payable in six equal monthly installments.

In addition, if the Company closes an investment in or acquisition of another company through the purchase of either some or all of such target company’s equity or all or substantially all of such target company’s assets that are used in or useful to the business of such target company, with total transaction consideration paid by the Company or its subsidiary equal to or in excess of $10 million (an “Acquisitive Transaction”), Mr. Pomeroy may be awarded a bonus, at the Board’s sole discretion, based on criteria to be submitted to the Board by Mr. Pomeroy on a case-by-case basis within 30 days after the closing of each such transaction.

Mr. Pomeroy is eligible to participate in the Company’s benefit plans and equity incentive programs and is entitled to reimbursement of business expenses and a temporary housing allowance of up to $4,000 per month for one year.

The agreement has an initial three-year term with automatic one-year renewals unless the Company provides Mr. Pomeroy with at least 180 days’ notice of non-renewal. The agreement includes customary non-solicitation provisions.

If Mr. Pomeroy’s employment is terminated by death or disability, then Mr. Pomeroy, his designee, his beneficiary or his estate, as applicable, will receive his base salary through the termination date, 12 months of average bonus received during the 12 months prior to the termination date. If Mr. Pomeroy’s employment is terminated by the Company for cause, or if Mr. Pomeroy resigns without good reason, he will receive his base salary through the termination date.

The Company may terminate Mr. Pomeroy’s employment for cause if 60% or more of the directors serving on the Board (a “Super Majority of the Board”) approves such termination by delivery of written notice, effective as of the date specified in such notice or, in the event no such date is specified, on the last day of the month in which such notice is delivered. The Company may also terminate Mr. Pomeroy’s employment without cause upon the approval of a Super Majority of the Board and delivery of written notice, which notice will effect termination as of the date which is the greater of the number of days remaining on the then current term of the employment agreement, or 180 days. Mr. Pomeroy may resign for good reason within 12 months following the occurrence of an event or events constituting good reason or upon 90 days’ notice without good reason.

If Mr. Pomeroy’s employment is terminated without cause or he resigns for good reason, subject to execution of a release of claims, he is entitled to severance equal to his base salary through the termination date, 18 months of base salary and 18 months of average bonus received during the 12 months prior to the termination date, accelerated vesting of outstanding equity awards and the continuation of the exercise period of all vested securities until the expiration date of such securities, and continuation of benefits for 18 months at the Company’s cost. In the event of a qualifying termination following a change in control, subject to execution of a release of claims, Mr. Pomeroy will receive the benefits described in the foregoing sentence at a multiple of 36 months of base salary and average bonus instead of 18 months in addition to a bonus equal to (a) the fair market value used to calculate the income tax consequences of the immediate vesting of Company securities divided by (b) the difference between 100% and the highest combined federal and state income tax rate among all the members of the Executive Team (as defined in the employment agreement).

Brooke Turk

Prior Consulting Agreement and Employment Agreement with Brooke Turk

Effective as of August 16, 2023, Legacy XTI entered into a consulting agreement with Brooke Turk for her executive consulting services in the areas of financial reporting and operational planning. The consulting agreement provided for a monthly retainer of $22,500. During the year ended December 31, 2024, the Company paid Ms. Turk compensation of $79,050 pursuant to the consulting agreement.

Effective upon the closing of the XTI Merger, Ms. Turk was appointed as XTI Aerospace Inc.’s Chief Financial Officer. On May 8, 2024, XTI Aerospace, Inc. entered into an employment agreement with Ms. Turk that superseded the consulting agreement, pursuant to which Ms. Turk was entitled to receive an annual base salary of $350,000, and an annual cash bonus of up to a baseline of 75% of her base salary, with the right to earn up to a cap of 112.5% of her base salary, applying a weighted average percentage of the objective and subjective criteria and milestones set forth in the agreement. Pursuant to the agreement, Ms. Turk received retroactive pay for services rendered prior to the execution of the agreement with respect to the pay periods from March 13, 2024 until May 8, 2024 in the aggregate amount of $55,743.

Current Employment Agreement with Brooke Turk

On January 2, 2026, the Company entered into a new employment agreement with Brooke Turk, effective December 30, 2025. The material terms of her employment agreement are substantially similar to the material terms of Mr. Pomeroy’s current employment agreement, except as follows. Under the agreement, Ms. Turk receives an annual base salary of $600,000, subject to annual review by the Compensation Committee. She is eligible to receive performance-based quarterly bonuses of up to 100% of her annual base salary, based on performance objectives agreed upon between the Chief Executive Officer and Ms. Turk within parameters approved by the Board, with the sum of all calendar year quarterly bonuses not to exceed 100% of her base salary. She also received a $250,000 continuation bonus payable in six equal monthly installments. Ms. Turk is not entitled to a housing allowance.

Michael Tapp

In connection with his appointment as the Company’s Chief Operating Officer, the Company entered into an employment agreement with Michael Tapp on September 5, 2025, effective September 1, 2025. The material terms of his employment agreement are substantially similar to the material terms of Ms. Turk’s current employment agreement, except as described below.

Pursuant to his employment agreement, Mr. Tapp receives an annual base salary of $600,000, subject to annual review between Mr. Tapp and the Chief Executive Officer in light of annual Board-approved target objectives.

In addition, if the Company completes an Acquisitive Transaction, Mr. Tapp is entitled to a transaction bonus equal to 25% of his base salary then in effect.

The agreement has an initial three-year term with automatic one-year renewals unless either the Company or Mr. Tapp provides at least 90 days’ notice of non-renewal is provided.

If Mr. Tapp’s employment is terminated by death or disability, then Mr. Tapp, his designee, his beneficiary or his estate, as applicable, will receive his base salary through the termination date, six months of average bonus received during the 12 months prior to the termination date.

Any notice of termination that terminates Mr. Tapp’s employment without cause may not effect termination less than 45 days after the date of such notice.

On September 5, 2025, the Company entered into a side letter with Mr. Tapp, effective as of September 1, 2025, pursuant to which the Company agreed to reimburse Mr. Tapp’s annual YPOi & chapter membership fees.

Mr. Tapp previously provided consulting services to the Company from September 2024 through August 2025 pursuant to a consulting agreement between the Company and Ancora Management Services, LLC (“Ancora”), an entity owned and controlled by Mr. Tapp, for which the Company paid Ancora $475,000 of consulting fees. Pursuant to the consulting agreement, on October 1, 2024, the Company granted Mr. Tapp 200 stock options with an exercise price of $47.50, which expire on October 1, 2034. Following Mr. Tapp’s appointment as Chief Operating Officer in September 2025, Ancora no longer received consulting fees under the consulting agreement, and no bonuses were paid under that arrangement.

Tobin Arthur

In connection with his appointment as the Company’s Chief Strategy Officer, the Company entered into an employment agreement with Tobin Arthur on September 19, 2024, effective as of such date, pursuant to which he was entitled to receive an annual base salary of $300,000, and an annual cash bonus of up to a baseline of 60% of his base salary, with the right to earn up to a cap of 90% of his base salary, applying a weighted average percentage of the objective and subjective criteria and milestones set forth in the agreement. Pursuant to the agreement, Mr. Arthur received retroactive pay for services rendered prior to the execution of the agreement with respect to the pay periods from August 1, 2024 until September 18, 2024 in the aggregate amount of $40,000.

On January 9, 2026, the Company entered into a new employment agreement with Tobin Arthur, effective January 5, 2026. The material terms of his employment agreement are substantially similar to the material terms of Ms. Turk’s current employment agreement.

Soumya Das

Soumya Das previously served in executive roles with the Company and its former Inpixon Business, including as Chief Operating Officer and, most recently, Chief Executive Officer of the Real Time Location Systems Division. Mr. Das entered into an employment agreement effective November 7, 2016, which provided for an annual base salary and eligibility for an annual bonus. The agreement provided for an initial term of 24 months and automatic renewal for an additional 12-month period.

The agreement permitted termination by the Company with or without “just cause” (as defined therein). If Mr. Das was terminated without just cause, or if he resigned within 24 months following a change in control due to a material diminution in position or compensation, he would generally be entitled to severance consisting of continued base salary for a period ranging from one to six months based on tenure, 50% of any accrued but unpaid bonus, payment of accrued but unused vacation, and reimbursement of unreimbursed business expenses.

Mr. Das’s employment agreement was amended from time to time to adjust his compensation. Mr. Das’s base salary was increased to $275,000 effective May 31, 2018 and to $312,000 effective January 1, 2021. Effective January 1, 2021, his incentive compensation was modified such that his annual bonus target was increased to up to $300,000, subject to the achievement of certain milestones established by the Company.

Effective January 29, 2026, Mr. Das resigned from his position as Chief Executive Officer of the Real Time Location Systems Division and as a director pursuant to the terms of a separation agreement described in Item 13 of this Annual Report.

Employee Stock Incentive Plans

2018 Employee Stock Incentive Plan

The Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan (the “2018 Plan”), originally adopted in January 2018 and most recently amended and restated effective August 18, 2025, provides for the grant of equity-based awards to employees, officers, directors, consultants and other service providers. The 2018 Plan is intended to promote the long-term success of the Company by aligning the interests of participants with those of stockholders and enhancing the Company’s ability to attract, retain and motivate qualified personnel.

Share Reserve

Subject to adjustment for certain corporate transactions, the maximum number of shares of common stock initially authorized for issuance under the 2018 Plan was 40,000,000 shares. The share reserve automatically increases on the first day of each calendar quarter beginning January 1, 2022 and continuing through October 1, 2028 by the lesser of:

In no event may more than 120,000,000 shares be issued under the 2018 Plan. As of the date of this Annual Report, approximately 80 million shares are authorized for issuance under the 2018 Plan.

Shares underlying forfeited or expired awards generally become available for future grants, subject to the overall share limit.

Types of Awards

The 2018 Plan permits the grant of:

The exercise price of stock options may not be less than the fair market value of the Company’s common stock on the date of grant (or 110% of fair market value in the case of certain 10% stockholders for incentive stock options).

Administration

The 2018 Plan is administered by the Board of Directors or a committee thereof, which currently is the Compensation Committee. The administrator has broad authority to determine the terms and conditions of awards, including the number of shares subject to awards, vesting schedules, performance conditions, and other restrictions.

Pursuant to the 2018 Plan, the Board may authorize one or more Company officers to designate eligible recipients and determine the number of shares subject to awards, within limits established by the Board. In addition, the Committee may delegate specified administrative functions to officers of the Company pursuant to a written delegation. On August 18, 2025, the Board granted the Company’s Chief Financial Officer the authority to grant stock options and restricted stock units to eligible recipients under the 2018 Plan from an equity pool of 10,000,000 shares of common stock.

Eligibility

Awards may be granted to employees, officers, non-employee directors, consultants, vendors and other individuals having a business relationship with the Company or its subsidiaries.

Termination of Service

Unless otherwise provided in an award agreement, unvested awards are forfeited upon a participant’s termination of service. Vested stock options generally remain exercisable for a limited period following termination, subject to the terms of the applicable award agreement.

Corporate Transactions

In the event of certain mergers, reorganizations, asset sales or other material transactions, the administrator may provide for the assumption or substitution of awards, acceleration of vesting, cash-out of awards, or other adjustments as determined appropriate.

Amendments and Termination

The 2018 Plan will terminate on January 4, 2028, unless earlier terminated by the Board. The Board may amend the 2018 Plan at any time, subject to stockholder approval where required by applicable law or stock exchange rules. No amendment may materially impair outstanding awards without the consent of the affected participant.

2017 Employee and Consultant Stock Ownership Plan

In 2017, Legacy XTI adopted the 2017 Employee and Consultant Stock Ownership Plan (as amended, the “2017 Plan”). The 2017 Plan was amended in 2021 to increase the maximum number of shares authorized for issuance thereunder. The Company assumed the 2017 Plan in connection with the XTI Merger.

Pursuant to a subsequent Board resolution, no further awards may be granted under the 2017 Plan. As of December 31, 2025, approximately 2,700 stock options remain outstanding under the 2017 Plan. These options were generally granted with exercise prices equal to the estimated fair value of the Company’s common stock on the date of grant and have contractual terms of up to ten years.

The 2017 Plan will remain in effect solely for purposes of administering and settling outstanding awards in accordance with their terms.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31, 2025 regarding the shares of our common stock to be issued upon exercise of outstanding options or available for issuance under equity compensation plans and other compensation arrangements that were (i) adopted by our security holders and (ii) were not approved by our security holders.

Policies and Practices for Granting Certain Equity Awards

Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees and for reviewing, and recommending to the Board for approval, all director compensation.

The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. We may also grant equity awards to individuals upon hire, determined on a case-by-case basis. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages, provided that the Company grants its non-employee directors stock options annually pursuant to our non-employee director compensation policy adopted in May 2024 (see “- Director Compensation” for more information).

In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its shareholders.

The following table presents information regarding stock options issued to the Named Executive Officers during the year ended December 31, 2025 during any period beginning four business days before the filing of a periodic report on Form 10-K or Form 10-Q, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information (other than a Form 8-K disclosing a new material option award) and ending one business day after the filing or furnishing of such report with the SEC.

Director Compensation

The following table provides certain summary information concerning compensation awarded to, earned by or paid to our directors in the year ended December 31, 2025 except Scott Pomeroy and Soumya Das, whose aggregate compensation information has been disclosed above.

Directors are entitled to reimbursement of ordinary and reasonable expenses incurred in exercising their responsibilities and duties as a director.

On May 1, 2024, the Board approved and adopted the following compensation policy for the Company’s non-employee directors: $50,000 per year for general availability and participation in meetings and conference calls of the Board, $20,000 per year for service as the Audit Committee chair, $15,000 per year for service as the Compensation Committee chair, $10,000 per year for service as the Governance Committee chair, $10,000 per year for service on the Audit Committee, $7,500 per year for service on the Compensation Committee, $5,000 per year for service on the Governance Committee. All cash compensation will be payable quarterly in arrears. Each of the Company’s non-employee directors will also receive an annual grant of stock options pursuant to the 2018 Plan, with a fair market value equal to the aggregate annual cash retainer for the applicable director based upon a Black-Scholes option pricing model. The exercise price of the stock options will be equal to the market price of the common stock at the time of grant.

The Company entered into director services agreements with each of its non-employee directors which include the foregoing compensation provisions. The director services agreements permit the non-employee directors to elect, by written notice to the Company, any cash compensation to be satisfied, in whole or in part, in the form of a restricted stock grant issuable pursuant to the 2018 Plan with terms to be approved by the Board or an authorized committee thereof. In addition, the director services agreements permit the non-employee directors to resign from the Board at any time upon 30 days prior written notice or such shorter period as the parties may agree upon. The director services agreements include non-competition and non-solicitation covenants.

Effective February 1, 2026, the Company entered into a consulting agreement with David Brody, pursuant to which Mr. Brody will provide advisory and strategic consulting services to the Company. Under the agreement, Mr. Brody will receive a monthly consulting fee of $20,000 and he received a grant of stock options under the Company’s 2018 Plan, subject to the applicable vesting provisions and other terms of the 2018 Plan and the award agreement. The consulting agreement has an initial term of four years. Effective February 1, 2026, Mr. Brody resigned from all Board committees and became a non-independent director in connection with his new role as a consultant. As a non-employee director, he will continue to receive a cash retainer of $50,000 per year and an annual grant of stock options with a fair market value equal to this annual cash retainer.