VIVIC CORP.
For the period ended Jun 30, 2025. Filed Sep 30, 2025.
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FY2025 · Filed Sep 30, 2025
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Item 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning all compensation awarded to, earned by, or paid to our executive officers for the fiscal years ended 2025 and 2024.
| I. | SUMMARY COMPENSATION TABLE |
|---|
| Name and All Other Principal Position · Year · Salary ($) · Cash Bonuses ($) · Stock Awards ($) (1) · Total Compensation ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) | |||||||||
| Tse-Ling Wang | 2025 | $ | - | $ | - | $379,500 | $379,500 | ||
| President, Principal | 2024 | $ | - | $ | - | $ | - | $ | - |
| Executive Officer, Secretary | |||||||||
| Andy F. Wong | 2025 | $ | - | $ | - | $180,000 | $180,000 | ||
| Principal Financial Officer | 2024 | $ | - | $ | - | $ | - | $ | - |
| Kun-Teng Liao | 2025 | $ | - | $ | - | $14,168 | $14,168 | ||
| Chief Operating Officer | 2024 | $ | - | $ | - | $ | - | $ | - |
| Shang-Chiai Kung (2) | 2025 | $ | - | $ | - | $ | - | $ | - |
| Previous President, Principal | 2024 | $ | - | $ | - | $ | - | $ | - |
| Executive Officer, | |||||||||
| Principal Financial Officer | |||||||||
| (1) | Represents aggregate grant date fair value of stock awards granted during fiscal years ended 2025 and 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), without taking into account estimated forfeitures. The fiscal years ended 2025 and 2024 stock awards consist of the shares of our common stock and restricted stock units. |
| (2) | Shang-Chiai Kung resigned as Chief Executive Officer and Chief Financial Officer of the Company on January 7, 2025. |
Employment Agreements
The Company has entered into an employment agreement with Mr. Wang, our Chief Executive Officer and President, Mr. Liao, our Chief Operating Officer and Mr. Wong, our Chief Financial Officer. Mr. Wang’s agreement provides for an initial term expiring December 31, 2025, after which the agreement continues on an “at will” basis. In consideration of his services, Mr. Wang is to be issued 250,000 restricted stock units which shall be deemed earned in equal monthly installments of 20,833 shares. If Mr. Wang’s employment is terminated without “cause” or by Mr. Wang for “good reason” (a “Qualifying Termination”), Mr. Wang is entitled to receive: (1) all accrued obligations, including unpaid salary and benefits through the termination date; (2) immediate vesting of all RSUs scheduled to be earned during the remainder of the term; and (3) retention of all previously earned RSUs, which cannot be forfeited or clawed back. A “Qualifying Termination” includes material changes to Mr. Wang’s duties, title, or responsibilities or a breach of the agreement by the Company. Severance payments are contingent on Mr. Wang’s execution of a general release of claims in favor of the Company and adherence to post-employment restrictive covenants, including non-competition and non-solicitation obligations for 12 months following termination. No severance is provided for termination for “cause,” Mr. Wang’s voluntary resignation without good reason, or upon his death or disability.
Mr. Liao’s agreement commenced on October 1, 2024, and may be terminated by the Company at any time, with or without cause. Mr. Liao is to be issued 50,000 shares of the Company’s common stock in consideration of his services through the year ended September 30, 2025, and is to receive 20,000 shares in respect of each year served thereafter. Mr. Liao is to report directly to the President. The agreement contains customary non-disclosure provisions and prohibitions against competing with the Company for a period of two years after termination of his agreement and soliciting any employee to leave the service of the Company during the eighteen-month period commencing as of termination of the agreement.
Mr. Wong’s agreement provides for an initial term expiring December 31, 2025, after which the agreement continues on an “at will” basis. In consideration of his services Mr. Wong is to be issued 100,000 restricted stock units which shall be deemed earned in equal monthly instalments of 8,333 shares. If Mr. Wong’s employment is terminated without “cause” or by Mr. Wong for “good reason” (a “Qualifying Termination”), Mr. Wong is entitled to receive: (1) all accrued obligations, including unpaid salary and benefits through the termination date; (2) immediate vesting of all RSUs scheduled to be earned during the remainder of the term; and (3) retention of all previously earned RSUs, which cannot be forfeited or clawed back. A “Qualifying Termination” includes material changes to Mr. Wong’s duties, title, or responsibilities or a breach of the agreement by the Company. Severance payments are contingent on Mr. Wong’s execution of a general release of claims in favor of the Company and adherence to post-employment restrictive covenants, including non-competition and non-solicitation obligations for 12 months following termination. No severance is provided for termination for “cause,” Mr. Wong’s voluntary resignation without good reason, or upon his death or disability.
In consideration of his or her agreement to serve as a director of the Company, Ms. Hwang and Kevin Lee were each issued 150,000 shares of the restricted Company’s common stock and each of Ms. Huang and Mr. Pao received 50,000 shares of the Company’s restricted common stock. Concurrent with its agreement to issue shares of its common stock to each of the newly appointed directors, the Company agreed to issue 150,000 shares of its restricted common stock to Mr. Kung for his agreement to continue to serve as a director of our Company.
| II. | DIRECTOR COMPENSATION |
|---|
The following table shows the compensation paid to the Directors for fiscal year ended 2025:
| Name | Fees earned or paid in cash ($) | Stock awards ($) (1) | Option awards ($) | Total ($) |
|---|---|---|---|---|
| Shang-Chiai Kung | - | 379,500 | - | 379,500 |
| Liu-Shiang Kung Hwang | - | 379,500 | - | 379,500 |
| Hui Ming Pao | - | 126,500 | - | 126,500 |
| Kevin (Chuen-Huei) Lee | - | 379,500 | - | 379,500 |
| Amy (Yin-Zhen) Huang | - | 126,500 | - | 126,500 |
| Tse-Ling Wang (2) | - | 450,000 | 450,000 |
| (1) | Amounts in this column represents the aggregate grant date fair value for stock awards. For a description of the assumptions we used to calculate these amounts, see Note 13 to the consolidated financial statements included in this Annual Report. |
| (2) | Tse-Ling Wang resigned as a member of the Board on January 25, 2025. |
Except for the shares issued to our officers and directors as discussed in the prior paragraph, there is no agreement as to additional compensation to be paid to our directors or officers for their service in such capacities.
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