MOVING iMAGE TECHNOLOGIES INC.

Compensation of Named Executive Officers

The summary compensation table below shows certain compensation information for services rendered in all capacities for the fiscal years ended* June 30, 2026and2025*. Other than as set forth herein,no executive officer’s salary and bonus exceeded*$100,000* in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.

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Employment Agreements

We currently donot maintain any employment, severance or change in control agreements with our named executive officers. In addition, our named executive officers arenot entitled to any payments or other benefits in connection with the termination of employment or a change in control.

Outstanding Equity Awards at Fiscal Year-End

On* April 27, 2026,and as part of his appointment to Chief Financial Officer, the Company granted Bart Bedard75,000* options. There wereno other equity awards grants for any named executive officer during the fiscal year ended* June 30, 2026*. For information concerning outstanding equity awards held by named executive officers, see Note6 in the Notes to the Consolidated Financial Statements.

Clawback Policy

Effective* November 30, 2023,our board of directors adopted a clawback policy that maybe applied in the event of a material financial restatement. The clawback policy covers current and former executive officers and includes all incentive compensation. Specifically, in the event of an accounting restatement, we must recover, reasonably promptly, any excess incentive compensation during thethree* completed fiscal years immediately preceding the date on which we are required to prepare an accounting restatement. Compensation that* maybe recoverable under the policy includes cash or equity-based compensation for which the grant, payment or vesting is or was based wholly or in part on the attainment of a financial reporting measure. The amount to be recovered will be the excess of the incentive compensation paid based on the erroneous data over the incentive compensation that would have been paid had it been based on the restated results. The full text of our Clawback Policy is included as Exhibit97.1* to this annual report.

2019 Omnibus Incentive Stock Plan

We have adopted a2019 Omnibus Incentive Stock Plan (the “Plan”). On* February 14, 2022,our stockholders approved an amendment increasing the number of stock-based awards available for issuance under the Company’s Plan from 750,000 shares to1,500,000* shares. At* June 30, 2026*, an aggregate of975,000 shares of our Common Stock is reserved for issuance and available for awards under the Plan, including incentive stock options granted under the Plan. The Plan administrator* may*grant awards to any employee, director, consultant or other person providing services to us or our affiliates.

The Plan is administered by the Compensation Committee of the Board. The Plan administrator has the authority to determine, within the limits of the express provisions of the Plan, the individuals to whom awards will be granted, the nature, amount and terms of such awards and the objectives and conditions for earning such awards. The Board* mayat any time amend or terminate the Plan, provided thatno* such action* maybe taken that adversely affects any rights or obligations with respect to any awards previously made under the Plan without the consent of the recipient.No awards maybe made under the Plan after thetenth* anniversary of its effective date.

Awards under the Plan* may*include incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted stock Units, performance share or Unit awards, other stock-based awards and cash-based incentive awards.

Stock Options. The Plan administrator* maygrant to a participant options to purchase our Common Stock that qualify as incentive stock options for purposes of Section422* of the Internal Revenue Code (“incentive stock options”), options that donot qualify as incentive stock options (“non-qualified stock options”) or a combination thereof. The terms and conditions of stock option grants, including the quantity, price, vesting periods, and other conditions on exercise will be determined by the Plan administrator. The exercise price for stock options will be determined by the Plan administrator in its discretion, but non-qualified stock options and incentive stock options* maynot* be less than100% of the fair market value ofone share of our company’s Common Stock on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of more than10% of the total combined voting power of all classes of our stock on the date of grant, the exercise price* maynot* be less than110% of the fair market value ofone share of Common Stock on the date the stock option is granted. Stock options must be exercised within a period fixed by the Plan administrator that* maynot* exceedten years from the date of grant, except that in the case of incentive stock options granted to a holder of more than10% of the total combined voting power of all classes of our stock on the date of grant, the exercise period* maynot* exceedfive years. At the Plan administrator’s discretion, payment for shares of Common Stock on the exercise of stock options* maybe made in cash, shares of our Common Stock held by the participant or in any other form of consideration acceptable to the Plan administrator (includingone* or more forms of “cashless” or “net” exercise).

Stock Appreciation Rights. The Plan administrator* maygrant to a participant an award of SARs, which entitles the participant to receive, upon its exercise, a payment equal to (i) the excess of the fair market value of a share of Common Stock on the exercise date over the SAR exercise price, times (ii) the number of shares of common stock with respect to which the SAR is exercised. The exercise price for a SAR will be determined by the Plan administrator in its discretion; provided, however, that inno* event shall the exercise price be less than the fair market value of our common stock on the date of grant.

Restricted Shares and Restricted Units. The Plan administrator* mayaward to a participant shares of Common Stock subject to specified restrictions (“restricted shares”). Restricted shares are subject to forfeiture if the participant doesnot* meet certain conditions such as continued employment over a specified forfeiture period and/or the attainment of specified performance targets over the forfeiture period. The Plan administrator also* mayaward to a participant Units representing the right to receive shares of Common Stock in the future subject to the achievement ofone* or more goals relating to the completion of service by the participant and/or the achievement of performance or other objectives (“restricted Units”). The terms and conditions of restricted share and restricted Unit awards are determined by the Plan administrator.

Performance Awards. The Plan administrator* maygrant performance awards to participants under such terms and conditions as the Plan administrator deems appropriate. A performance award entitles a participant to receive a payment from us, the amount of which is based upon the attainment of predetermined performance targets over a specified award period. Performance awards may*be paid in cash, shares of Common Stock or a combination thereof, as determined by the Plan administrator.

Other Stock-Based Awards. The Plan administrator* may*grant equity-based or equity-related awards, referred to as “other stock-based awards,” other than options, SARs, restricted shares, restricted Units, or performance awards. The terms and conditions of each other stock-based award will be determined by the Plan administrator. Payment under any other stock-based awards will be made in Common Stock or cash, as determined by the Plan administrator.

Cash-Based Awards. The Plan administrator* maygrant cash-based incentive compensation awards, which would include performance-based annual cash incentive compensation to be paid to covered employees subject to Section162*(m) of the Code. The terms and conditions of each cash-based award will be determined by the Plan administrator.

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Compensation of Directors

Our board of directors believes that a significant portion of the total compensation package for our non-employee directors should be equity-based to align the interests of these directors with our stockholders. Directors who are also our employees donot receive any additional compensation for their service on our board of directors.

The following table sets forth all compensation paid to or earned by each non-employee director of the Company during the fiscal year ended* June 30, 2026*.

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