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DYNAMIC AEROSPACE SYSTEMS Corp

For the period ended Dec 31, 2025. Filed Apr 15, 2026.

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FY2025 · Filed Apr 15, 2026

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Item 11. Executive Compensation

The table below summarizes the total compensation paid or earned by our Chief Executive Officer and Chief Financial Officer during the year ended December 31, 2025.

SUMMARY COMPENSATION TABLE
Name and Principal PositionYearSalary(1) ($)Bonus ($)Stock Awards(2) ($)Option Awards ($)Non-Equity Incentive Plan Compensation ($)Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)All Other Compensation ($)Total ($)
Kent Wilson2025$293,425Nil$1,012,800NilNilNilNil$1,306,225
Jeff Hail2025$220,068Nil$759,600NilNilNilNil$979,668
Ian Kantrowitz2025$125,753Nil$759,600NilNilNilNil$885,353
Shannon Rigney2025$125,753Nil$759,600NilNilNilNil$885,353
(1)Amounts reflect total salary approved by the Board. As of December 31, 2025, the following amounts were unpaid and included in Accounts payable on our Balance Sheet for the year ended December 31, 2025, included in Part II, Item 8 of this Annual Report: Kent Wilson $236,538; Jeff Hail $177,404; Ian Kantrowitz $97,115; and Shannon Rigney $97,115.
(2)Reflects fair value of RSU awards on the grant date based on closing stock price of $0.506 on the grant date of December 12, 2025. On December 12, 2025, Mr. Wilson received a grant of 2,000,000 RSUs, and Mr. Hail, Mr. Kantrowitz and Ms. Rigney each received a grant of 1,500,000 RSUs. The RSUs vest 10% at the end of the first year after the grant; 30% at the end of the second year after the grant; and 60% at the end of the third year after the grant.

On February 25, 2025, the previous three controlling shareholders of the Company entered into a Share Purchase Agreement (the “SPA”) with Aerospace Capital Partners, LLC, a Nevada limited liability company (“ACP”). Pursuant to the SPA, the Sellers sold an aggregate of 18,000,000 shares of common stock of the Company to ACP, equal to approximately 70.3% of the Company’s outstanding shares of common stock. As a result of this transaction, ACP became our controlling shareholder. In connection with the change of control and pursuant to the terms of the SPA, Panagiotis Lazaretos, Nikolaos Ioannou and Helen Maridakis agreed to and did resign from their positions as officers and directors, effective February 25, 2025, and did not receive any compensation during 2025.

The following individuals were appointed as the Company’s new officers (the “New Executive Officers”):

NamePosition
Kent WilsonChief Executive Officer/Chairman of the Board
Jeff HailChief Operating Officer
Ian KantrowitzVice President
Shannon RigneyVice President

As noted above, on March 16, 2026, the Company appointed Robin Hoops, CPA-CA, as Chief Financial Officer. Ms. Hoops previously had been appointed by the Company as the Company’s interim Chief Financial Officer on January 20, 2026.

Employment Agreements

The Company has entered into employment agreements with the New Executive Officers of the Company, the terms of which are as follows:

Kent Wilson has been serving as the Chief Executive Officer (CEO) of the Company since February 25, 2025, with his compensation during this period provided by Aerospace Capital Partners. Mr. Wilson’s Employment Agreement (the “Wilson Agreement”), effective as of July 20, 2025, formalizes his employment with the Company, where Mr. Wilson reports directly and solely to the Board of Directors (the “Board”). The Wilson Agreement emphasizes the critical importance of the CEO’s role in driving sales, developing key client relationships, and securing significant contracts to advance the Company’s growth. Mr. Wilson is granted full authority to enter into contracts, manage banking relationships, and execute agreements on behalf of the Company, subject to any limitations set by the Board, highlighting his pivotal leadership role. Mr. Wilson’s compensation package includes a base salary of $350,000 annually, with 10% annual increases, supplemented by performance-based bonuses.

Jeffrey Hail has been serving as the Chief Operating Officer (COO) of the Company since February 25, 2025, with his compensation during this period provided by Aerospace Capital Partners. Mr. Hail’s Employment Agreement (the “Hail Agreement”), effective as of July 20, 2025, formalizes his employment with the Company, where Mr. Hail reports directly to the Chief Executive Officer (CEO) and directly to the Board. The Hail Agreement outlines Mr. Hail’s essential role in managing day-to-day operations, implementing strategic initiatives, and enhancing organizational efficiency in support of the Company’s growth and operational goals. Mr. Hail is authorized to act on behalf of the Company in operational matters, including vendor management, internal systems, and execution of strategic programs, subject to direction and oversight by the CEO and any limitations established by the Board. Mr. Hail’s compensation package includes a base salary of $267,500 annually, with 10% annual increases, supplemented by performance-based bonuses.

Ian Kantrowitz has been serving as the Vice President of the Company, serving in a cross-functional capacity including Internal and External Communications at the Company. Since February 25, 2025, with his compensation during this period provided by Aerospace Capital Partners. Mr. Kantrowitz’s Employment Agreement (the “Kantrowitz Agreement”), effective as of July 20, 2025, formalizes his employment with the Company, where he reports directly to the CEO and indirectly to the Board. The Kantrowitz Agreement outlines Mr. Kantrowitz’s responsibilities across investor relations, corporate messaging, marketing, capital raising, and sales initiatives and strategies. He is authorized to act on behalf of the Company in operational matters, including vendor management, internal systems, and execution of strategic programs, as well as in communications and public engagement initiatives. These responsibilities are carried out under the direction and oversight of the CEO and subject to any limitations established by the Board. Mr. Kantrowitz’s compensation package includes a base salary of $150,000 annually, with 10% annual increases, supplemented by performance-based bonuses.

Shannon Rigney has been serving as the Vice President of the Company since February 25, 2025, with her compensation during this period provided by Aerospace Capital Partners. Ms. Rigney’s Employment Agreement (the “Rigney Agreement”), effective as of July 20, 2025, formalizes her employment with the Company where she reports directly to the CEO and indirectly to the Board. The Rigney Agreement outlines Ms. Rigney’s responsibilities across public relations, corporate compliance, marketing, capital raising, legal coordination, budgeting, and sales initiatives and strategies. She is authorized to act on behalf of the Company in operational matters, including vendor management, internal systems, and execution of strategic programs, as well as in communications and public engagement initiatives. These responsibilities are carried out under the direction and oversight of the CEO and subject to any limitations established by the Board. Ms. Rigney’s compensation includes a base salary of $150,000 per year, subject to annual increases of 10%, with additional performance-based bonuses at the discretion of the CEO and subject to Board approval.

Robin Hoops has been serving as the Interim Chief Financial Officer of the Company since January 20, 2026, with her compensation during this period provided under a consulting agreement. Ms. Hoops’s Employment Agreement (the “Hoops Agreement”), effective as of March 16, 2026, formalizes her employment with the Company where she reports directly to the CEO and indirectly to the Board. The Hoops Agreement outlines Ms. Hoops’s responsibilities across accounting and finance, treasury, internal and external audit, financial reporting, corporate compliance, legal coordination, budgeting, human resources and risk management. She is authorized to act on behalf of the Company in operational matters, including vendor management, internal systems, and execution of strategic programs, as well as in communications and public engagement initiatives. These responsibilities are carried out under the direction and oversight of the CEO and subject to any limitations established by the Board. Ms. Hoops’s compensation includes a base salary of $185,000 per year, which will increase to $200,000 per year after 6 months of employment and approval by the Board. Ms. Hoops will be eligible for annual increases, with additional performance-based bonuses at the discretion of the CEO and subject to Board approval.

Additionally, the Company’s new directors and executive officers may receive share options at the discretion of our board of directors in the future.

Stock Option Plan; Restricted Stock Unit Plans

As of the date of this Annual Report, we did not have a stock option plan in favor of any director, officer, consultant, or employee of our company.

On April 12, 2025, the Company adopted the Dynamic Aerospace Systems Corporation Restricted Stock Unit (RSU) Executive Plan (the “Executive RSU Plan”) and the Dynamic Aerospace Systems Corporation Restricted Stock Unit (RSU) Plan (the “RSU Plan”).

Executive RSU Plan

The purpose of the Executive RSU Plan is to provide an equity compensation program to attract, retain, and incentivize key employees. Each Restricted Stock Unit (“RSU”) is a promise to deliver one share of the Company’s common stock upon vesting, subject to certain terms. The Company has the right to determine the specific grant details for each executive. Pursuant to the Executive RSU Plan, the RSUs will vest 10% at the end of the first year after the grant; 30% at the end of the second year after the grant; and 60% at the end of the third year after the grant. The vested RSUs will be settled in shares of the Company’s common stock six (6) months after the vesting date.

RSU Plan

The purpose of the RSU Plan is to provide an equity compensation program to attract, retain, and incentivize key employees. Each RSU is a promise to deliver one share of the Company’s common stock upon vesting, subject to certain terms. The Company has the right to determine the specific grant details for each executive. Pursuant to the RSU Plan, the RSUs will vest 10% at the end of the first year after the grant; 15% at the end of the second year after the grant; 25% at the end of the third year after the grant; 30% at the end of the fourth year after the grant; and 20% at the end of the fifth year after the grant. The vested RSUs will be settled in shares of the Company’s common stock six (6) months after the vesting date

Outstanding Equity Awards at Fiscal Year-End
Option awards · Stock awards
NameNumber of securities underlying unexercised options (#) exercisableNumber of securities underlyingunexercisedoptions(#) unexercisableEquity incentiveplan awards: Number ofsecuritiesunderlyingunexercisedunearnedoptions(#)Option exercise price($)Option expiration dateNumber of shares or units of stock that have not vested (#)Market value of shares of units of stock that have not vested(1) ($)Equity incentiveplan awards: Number ofunearnedshares, units or other rights that have not vested(#)Equity incentiveplan awards: Market or payout value ofunearnedshares, units or other rights that have not vested($)
Kent Wilson-----2,000,000$1,523,200--
Jeff Hail-----1,500,000$1,142,400--
Ian Kantrowitz-----1,500,000$1,142,400--
Shannon Rigney-----1,500,000$1,142,400--
(1)Market value calculated using closing market price on December 31, 2025, of $0.7616.

Option Grants; Restricted Stock Unit Grants

In April 2025, we granted RSUs to Ron J. Rich and Jorge L. Torres pursuant to the Executive RSU Plan in connection with their becoming members of the Company’s Board of Directors. Each of Mr. Rich and Mr. Torres received 100,000 RSUs, which vest 10% on the first anniversary of grant; 30% on the second anniversary of grant; and the remaining 60% on the third anniversary of grant. Each RSU represents a contingent right to receive one share of the Company’s common stock.

Compensation of Directors

We have formal agreements for compensating our directors for their services in their capacity as directors.

Director Compensation
NameFees earned or paid in cash(1) ($)Stock awards(2) ($)Option awards ($)Non-equity incentive plan compensation($)Nonqualified deferred compensation earnings($)All other compensation ($)Total ($)
Kent Wilson$25,000-----$25,000
Jeff Hail$25,000-----$25,000
Ian Kantrowitz$25,000-----$25,000
Shannon Rigney$25,000-----$25,000
Ron Rich$12,500$76,160----$88,660
Jorge Torres$12,500$76,160----$88,660
(1)Amounts reflect total fees approved by the Board. As of December 31, 2025, the following amounts were unpaid and included in Accounts payable on our Balance Sheet for the year ended December 31, 2025, included in Part II, Item 8 of this Annual Report: Kent Wilson $25,000, Jeff Hail $25,000, Ian Kantrowitz $25,000, Shannon Rigney $25,000, Ron Rich $7,500, and Jorge Torres $7,500.
(2)Market value calculated using closing market price on December 31, 2025 of $0.7616.

Independent Directors

We have determined that two of directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Section 303A.02(a)(i), NYSE Listed Company Manual. As noted, as of the date of this Annual Report, the Company was not required to have independent directors. Nevertheless, in view of the Company’s desire to list its shares of common stock on a national exchange, the Company’s Board has determined that Messrs. Torres and Rich would qualify as independent directors under the NYSE rules.

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