CareView Communications Inc
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 11. EXECUTIVE COMPENSATION
| ITEM 11. | EXECUTIVE COMPENSATION. |
|---|
Summary Compensation Table
The table below shows certain compensation information for services rendered in all capacities for the lasttwo fiscal years ended* December 31, 2025*, and2024. The information includes the dollar value of base salaries, bonus awards, the number of non-qualified stock options (“Options”) granted and certain other compensation, if any, whether paid or deferred.
| Name and · Salary · Bonus · Stock Awards · Option Awards · Non-Equity Incentive Plan Compensation · Nonqualified Deferred Compensation Earnings · All Other Compensation · Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) |
| Steven G. Johnson (1) (President, CEO, Sec., Treas.) | 2025 | $258,067 | — | — | — | — | — | $27,399 | $285,466 |
| 2024 | $256,878 | — | — | — | — | — | $24,266 | $281,144 | |
| Sandra K McRee (2) (COO) | 2025 | $217,971 | — | — | — | — | — | $41,673 | $259,644 |
| 2024 | $217,248 | — | — | $534,127 | — | — | $15,266 | $766,641 | |
| Jason T. Thompson (3) (Principal Financial Officer) | 2025 | — | — | — | — | — | — | — | — |
| 2024 | — | — | — | — | — | — | — | — | |
| (1) | For 2025: All Other Compensation includes $9,000 for car allowance and $18,399 for health insurance premiums paid on Mr. Johnson’s behalf. |
| For 2024: All Other Compensation includes $9,000 for car allowance and $15,266 for health insurance premiums paid on Mr. Johnson’s behalf. |
| (2) | For 2025 and 2024: All Other Compensation is for flight and apartment commute reimbursements as well as health insurance premiums paid on Ms. McRee’s behalf. |
| (3) | Mr. Thompson was named Principal Financial Officer and Chief Accounting Officer effective January 1, 2018, upon the resignation of our former CFO. |
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Outstanding Equity Awards at Fiscal Year End
The table below shows outstanding equity awards for our executive officers as of the fiscal year ended* December 31, 2025*, which equity awards consists solely often-year, non-qualified stock options (the “Options”).No executive officers have exercised any of their Options.
| Option Awards · Stock Awards | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Securities Underlying Unexercised Options (#) · Number of Securities Underlying Unexercised Options (#) · Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options · Option Exercise Price · Option Expiry · Number of Shares or Units of Stock That Have Not Vested · Market Value of Shares or Units of Stock That Have Not Vested · Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested · Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||||
| Name and Office · Exercisable · Unexercisable · (#) · ($) · Date · (#) · ($) · (#) · ($) | |||||||||||
| Steve G. Johnson (Pres., CEO, Sec.,Treas.) | 2,000,000 | (1) | — | — | $0.10 | 12/05/26 | — | — | — | — | |
| 666,667 | (2) | — | — | $0.06 | 11/28/27 | — | — | — | — | ||
| 1,200,000 | (3) | — | — | $0.04 | 08/08/30 | — | — | — | — | ||
| Sandra K McRee (COO) | 2,000,000 | (4) | — | — | $0.10 | 12/05/26 | — | — | — | — | |
| 2,000,000 | (5) | — | — | $0.06 | 12/20/27 | — | — | — | — | ||
| 7,400,000 | (6) | — | — | $0.04 | 08/08/30 | — | — | — | — | ||
| 2,967,371 | 5,934,742 | (7) | — | $0.06 | 03/02/34 | — | — | — | — | ||
| Jason T. Thompson (Principal Financial Officer) | 235,295 | (8) | — | — | $0.17 | 08/29/26 | — | — | — | — | |
| 666,667 | (9) | — | — | $0.06 | 11/28/27 | — | — | — | — | ||
| 1,200,000 | (10) | — | — | $0.04 | 08/08/30 | — | — | — | — | ||
| 51,877 | 103,753 | (11) | — | $0.06 | 03/02/34 | — | — | — | — | ||
(1) All underlying shares vested on December 7, 2019.**
(2) All underlying shares vested on November 11, 2020.**
(3) All underlying shares vested on August 10, 2023.**
(4) All underlying shares vested on December 7, 2019.**
(5) All underlying shares vested on December 3, 2020.**
(6) All underlying shares vested on August 10, 2023.**
(7) Onethird of the underlying shares vested on March 4, 2025.**
(8) All underlying shares vested on August 31, 2019.**
(9) All underlying shares vested on November 20, 2020.**
(10) All underlying shares vested on August 10, 2023.**
(11) Onethird of the underlying shares vested on March 4, 2025.**
Employment Agreements with Executive Officers
We haveno employment agreements with our executive officers.
Director Compensation
Our Directors Compensation Policy state that a cash retainer to outside directors shall be paid quarterly in advance as of thefirst day of each fiscal quarter. Cash retainers shall commence effective as of* January 1, 2017,or at such later date as the Company is in a position to pay cash retainers.No cash retainers were paid in2025* or2024 per the terms of the Directors Compensation Policy as the Company wasnot in a financial position to pay such cash retainers.
Our Directors have also been granted non-qualified stock options from time to time as detailed in the table below. During the period ended* December 31, 2025*, there wereno options granted to Directors.
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The table below shows outstanding equity awards for our directors who arenot executive officers, which equity awards consists solely often-year, non-qualified stock options.No options have been exercised.
| Fees Earned or · Stock Awards · Option Awards · Non-Equity Incentive Plan Compensation · Nonqualified Deferred Compensation Earnings · All Other Compensation · Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Paid in Cash | ($) | ($)(1) | ($) | ($) | ($) | ($) | ||||||
| $24,000 | $24,000 | ||||||||||||
| $24,000 | $24,000 | ||||||||||||
| $36,000 | $36,000 | ||||||||||||
| L. Allen Wheeler (2) | — | — | $9,338 | — | — | — | $9,338 | ||||||
| $24,000 | $24,000 | ||||||||||||
| $24,000 | $24,000 | ||||||||||||
| $36,000 | $36,000 | ||||||||||||
| Steven B. Epstein (3) | — | — | $9,338 | — | — | — | $9,338 | ||||||
| $24,000 | $24,000 | ||||||||||||
| $24,000 | $24,000 | ||||||||||||
| $36,000 | $36,000 | ||||||||||||
| Dr. James R. Higgins (4) | — | — | $9,338 | — | — | — | $9,338 | ||||||
| Jeffery C. Lightcap | — | — | — | — | — | — | — | ||||||
| $24,000 | $24,000 | ||||||||||||
| $24,000 | $24,000 | ||||||||||||
| $36,000 | $36,000 | ||||||||||||
| David R. White (5) | — | — | $9,338 | — | — | — | $9,338 | ||||||
| (1) | The valuation methodology used to determine the fair value of the options granted during the year was the Black-Scholes Model. The Black-Scholes-Merton model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected life of the options. For more detail, see NOTE 4 of the Notes to Consolidated Financial Statements attached hereto. |
| (2) | An aggregate of 2,153,839 are vested as of December 31, 2025. |
| (3) | An aggregate of 2,153,839 are vested as of December 31, 2025. |
| (4) | An aggregate of 2,153,839 are vested as of December 31, 2025. |
| (5) | An aggregate of 2,153,839 are vested as of December 31, 2025. |
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