We are an emerging growth company as such term is defined under the Exchange Act. This section discusses the material elements of compensation awarded to, earned by or paid to Foxx’s principal executive officer and other executive officers (other than our principal executive officer). Together, these officers are referred to as our “named executive officers” or “NEOs.”
The Company has entered into employment agreements with each of its executive officers, pursuant to which each executive officer is entitled to the following compensation arrangement for each fiscal year. In addition to the base salary, each executive officer shall receive medical benefits, including medical, vision, dental, and unemployment plans. In addition, each of the executive officers below is entitled to participate in the Incentive Plan, as determined by the Board or its designee, as the administrator of the Incentive Plan.
The table below shows the details of the compensation we paid to each NEOs during the past two fiscal years:
| Name and Principal Position | 2025 Salary ($) | 2026 Salary ($)(1) | Bonus ($) | 2025 Equity Awards ($)(2-7) | 2026 Equity Awards(2-7) ($) | All Other Compensation ($) |
|---|
| Greg Foley |
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| Chief Executive Officer | $265,833 | $165,000 | N/A | N/A | $66,547 | N/A |
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| Haitao Cui |
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| Executive Vice President | $290,000 | $180,000 | N/A | N/A | $387,250 | N/A |
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| “Joy” Yi Hua |
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| Chairwoman and Chief Financial Officer | $290,000 | $180,000 | N/A | N/A | $190,019 | N/A |
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| James Liao |
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| Chief Technology Officer | $177,000 | $144,000 | N/A | N/A | $85,111 | N/A |
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| (1) | The amounts reflect the compensation we paid to each NEOs prior to June 30, 2026 and don’t include the amounts accrued and payable as of June 30, 2026. |
| (2) | The amounts reflect the aggregate grant date fair value of restricted stock units granted on November 5, 2024, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (FASB ASC Topic 718). These amounts may not correspond to the actual value eventually realized by the NEOs, which depends in part on the market value of our common stock in future periods. The restricted stock units awarded vest over four years, with 25 percent vesting on the one-year anniversary of the grant date and the remaining 75 percent vesting in equal quarterly installments beginning in year two, subject in each case to the recipient’s continued service through the applicable vesting dates. |
| (3) | 24,312 restricted stock units were awarded to Mr. Foley on November 5, 2024. |
| (4) | 141,463 restricted stock units were awarded to Mr. Cui on November 5, 2024. |
| (5) | 69,415 restricted stock units were awarded to Ms. Hua on November 5, 2024. |
| (6) | 31,090 restricted stock units were awarded to Mr. Liao on November 5, 2024. |
| (7) | Mr. Liao resigned from the Company effective August 14, 2026. |
Each of the executive officers has entered into an Employee Proprietary Information and Invention Assignment Agreement, agreeing to certain non-disclosure, non-solicitation and non-compete obligations, as well as the assignment of all innovations and associated intellectual property rights created, discovered, conceived or developed in the course of employment with, in reliance upon the confidential information of, or using the resources of the Company.
Director Compensation
| Name | 2025 Salary ($)(1) | 2026 Salary ($) | Bonus ($) | 2026 Equity Awards ($) | All Other Compensation ($) |
|---|
| “Eva” Yiqing Miao(2) | $75,000 | $30,000 | N/A | N/A | N/A |
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| Edmund R. Miller | $75,000 | $100,000 | N/A | $13,104 | N/A |
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| John Chiang | $58,333 | $100,000 | N/A | $43,683 | N/A |
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| Michelle Jie Shen(2) | $ N/A | $30,000 | N/A | N/A | N/A |
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| (1) | Ms. Miao and Mr. Miller were appointed as directors of the Company on September 26, 2024, and Mr. Chiang was appointed as the director of the Company on November 13, 2024. |
| (2) | Ms. Miao resigned from the Board effective December 22, 2025, and Ms. Shen was elected to the Board effective December 22, 2025. |
| (3) | 4,787 restricted stock units were awarded to Mr. Miller on November 5, 2024. The restricted stock units awarded vest over four years, with 25 percent vesting on the one-year anniversary of the grant date and the remaining 75 percent vesting in equal quarterly installments beginning in year two, subject in each case to the recipient’s continued service through the applicable vesting dates. |
| (4) | 19,149 restricted stock units were awarded to Mr. Chiang on January 22, 2025. The restricted stock units awarded vest over four years, with 25 percent vesting on the one-year anniversary of the grant date and the remaining 75 percent vesting in equal quarterly installments beginning in year two, subject in each case to the recipient’s continued service through the applicable vesting dates. |
We have entered into offer letters with each of the independent directors, pursuant to which each independent director is entitled to receive $60,000 - $100,000 in cash compensation per year, subject to the review and determination by the Board.
Outstanding Equity Awards
The Company has not granted any options to our directors and NEOs as of June 30, 2026.
The following table presents information regarding the outstanding restricted stock units held by each of our directors and NEOs as of June 30, 2026.
| Equity Awards |
|---|
| Name | Number of Shares or Units of Stock that have not Vested | Market Value of Shares or Units of Stack that Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested |
|---|
| Greg Foley(1) | — | — | 15,196 | $49,691 |
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| Chief Executive Officer |
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| Haitao Cui(1) | — | — | 88,415 | $289,117 |
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| Executive Vice President |
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| “Joy” Yi Hua(1) | — | — | 43,385 | $141,769 |
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| Chairwoman and Chief Financial Officer |
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| Michelle Jie Shen | — | — | 0 | — |
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| Director |
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| Edmund R. Miller(1) | — | — | 2,992 | $9,784 |
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| Director |
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| John Chiang(2) | — | — | 13,165 | $43,050 |
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| Director |
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| (1) | The Company grant such numbers of restricted stock units to each of these directors or NEOs on November 5, 2024. The restricted stock units awarded vest over four years, with 25 percent vesting on the one-year anniversary of the grant date and the remaining 75 percent vesting in equal quarterly installments beginning in year two, subject in each case to the recipient’s continued service through the applicable vesting dates. |
| (2) | The Company grant such number of restricted stock units to the director on January 22, 2025. The restricted stock units awarded vest over four years, with 25 percent vesting on the one-year anniversary of the grant date and the remaining 75 percent vesting in equal quarterly installments beginning in year two, subject in each case to the recipient’s continued service through the applicable vesting dates. |
