BNB Standard Corp

Effective December 10, 2025, the Board adopted a new Non-Employee Director Compensation Policy, which replaced the Company’s prior director compensation program. Under the policy, non-employee directors receive a combination of annual cash retainers and service-based RSU awards. The policy also provides for additional compensation for committee chair and committee member service, as well as additional equity awards in recognition of significant workload or special assignments, as determined by the Board or Compensation Committee.

Annual RSU awards with a value of approximately $125,000 and vesting in quarterly installments over one year are generally granted upon a director’s initial appointment to the Board and thereafter at each annual meeting of stockholders, with initial awards prorated for directors appointed between annual meetings. Generally in connection with commencement of service as a director, a one-time grant of RSU awards with a value of approximately $80,000 is expected to be made with half of such awards vesting upon grant and the other half vesting monthly over 6 months. Since October 2025, there have been insufficient shares available under existing Company equity incentive plans, and therefore such grants have not been made.

The Board adopted a framework in December 2025, as amended, for payment of additional cash compensation to Board members for service as directors and committee members for extraordinary services performed outside the scope of routine Board and Committee duties. The intent of the framework is to ensure fair compensation for material, incremental work arising from extraordinary circumstances that require Board involvement beyond routine Board service. The Compensation Committee reviews the fees for extraordinary service on a quarterly basis to determine the appropriateness of the fees.

Employee directors do not receive additional compensation for their service as directors. The Company also reimburses non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings and performing services on the Company's behalf.