StableX Technologies, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
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Item 11. Executive Compensation
As a smaller reporting company, we are permitted to provide a scaled executive compensation disclosure under Item 402(m)-(r) of Regulation S-K.
Compensation Philosophy and Process
The responsibility for establishing, administering and interpreting our policies governing the compensation and benefits for our executive officers and making compensation decisions with respect to such executive officers lies with our Compensation and Human Resources Committee. In the fiscal year ended December 31, 2025, the Company did not retain the services of any compensation consultants.
The goals of our executive compensation program are to attract, motivate and retain individuals with the skills and qualities necessary to support and develop our business within the framework of our size and available resources. In the fiscal year ended December 31, 2024, we designed our executive compensation program to achieve the following objectives:
| ● | attract and retain executives experienced in developing and delivering products such as our own; |
| ● | motivate and reward executives whose experience and skills are critical to our success; |
| ● | reward performance; and |
| ● | align the interests of our executive officers and other key employees with those of our stockholders by motivating our executive officers and other key employees to increase stockholder value. |
Summary Compensation Table
The following table sets forth all compensation earned, in all capacities, during the fiscal years ended December 31, 2025 and 2024 by (i) all individuals who served as our PEO during the fiscal year ended December 31, 2025, (ii) if applicable, our two most highly compensated executive officers, other than individuals who served as our PEO, who were serving as executive officers, as determined in accordance with the rules and regulations promulgated by the SEC, as of December 31, 2025, with compensation during the fiscal year ended December 31, 2025 of $100,000 or more, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but for the fact that such individuals were not serving as executive officers on December 31, 2025 (the individuals falling within categories (i), (ii) and (iii), the “Named Executive Officers”).
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | All other compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Joshua Silverman (2) | 2025 | 300,000 | - | - | 1,378,206 | - | 1,678,206 |
| Chief Executive Officer (Principal Executive Officer) | 2024 | 280,000 | - | 180,132 | - | - | 460,132 |
| Gilbert Villareal (3) | 2025 | 240,000 | - | - | 46,321 | 1,294,975 | 1,341,296 |
| President of Ayro Operating Company, Inc. | 2024 | 80,000 | - | - | - | 394,042 | 474,042 |
| Joseph Ramelli(4) | 2025 | 120,000 | - | - | 23,159 | - | 143,159 |
| Chief Financial Officer | 2024 | 40,000 | - | - | - | - | 40,000 |
| (1) | The dollar amounts in this column represent the aggregate grant date fair value of stock and option awards granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718. These amounts reflect the accounting value of the awards at the date of grant and do not represent amounts actually realized by the named executive officer. |
| (2) | On March 1, 2024, in connection with Mr. Silverman’s appointment to the position of Interim Principal Financial Officer and Principal Accounting Officer and Mr. Silverman’s service as the Company’s Executive Chairman and Principal Executive Officer, the Board increased Mr. Silverman’s annual cash compensation to $280,000, effective as of December 1, 2023. Since the appointment of Mr. Ramelli to the position of Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective as of August 21, 2024, Mr. Silverman no longer serves the position of Interim Principal Financial Officer or Principal Accounting Officer. On December 2, 2024, the Company granted Mr. Silverman 15,214 shares of restricted common stock pursuant to the Company’s equity incentive plan in connection with his service as Chairman of the Board. The shares vested immediately upon grant. |
| On August 14, 2025, in connection with Mr. Silverman’s position as Chief Executive Officer, the Board increased Mr. Silverman’s annual cash compensation to $300,000, effective January 1, 2025. | |
| (3) | Mr. Villarreal was appointed to the position of President of the Company’s subsidiary, AYRO Operating Company, Inc., effective as August 21, 2024. |
| (4) | Mr. Ramelli was appointed Chief Financial Officer on August 21, 2024. |
Narrative Disclosure to Summary Compensation Table
The material terms of the employment agreements with the Named Executive Officers of the Company are summarized below.
Executive Employment Agreement with Joshua Silverman
On August 14, 2025, the Company entered into an Executive Compensation Agreement with Mr. Silverman in connection with his appointment as Chief Executive Officer. The agreement provides for an annual base salary of $300,000, effective January 1, 2025, and eligibility to participate in the Company’s annual performance bonus program. Mr. Silverman is also eligible to receive equity awards under the Company’s long-term incentive plan, including annual equity awards with a target grant date fair value equal to 300% of his base salary, with the terms of such awards to be determined by the Board of Directors or the Compensation Committee. He is not entitled to separate compensation for service as a director.
Mr. Silverman is also eligible to participate in the Company’s employee benefit plans available to senior executives generally, including medical, dental, vision, life insurance and 401(k) benefits, and is entitled to reimbursement of reasonable business expenses. In addition, he is entitled to five weeks of annual vacation and two weeks of paid sick leave, subject to Company policy.
If Mr. Silverman’s employment is terminated by the Company without cause or by him for good reason, he is entitled to accrued compensation, severance equal to two times the sum of his base salary and prorated target bonus for the year of termination, payable over 24 months, and accelerated vesting of outstanding unvested equity awards, subject to his execution and non-revocation of a release of claims. If such termination occurs in connection with a change in control, the severance multiple increases to three times that amount and is payable in a lump sum. The agreement also provides for certain benefits in the event of death or disability, including accelerated vesting of equity awards.
On October 31, 2025, the Company granted Mr. Silverman options to purchase 220,513 shares of common stock at an exercise price of $6.25 per share. The grant date fair value of the options, calculated in accordance with ASC 718, was $1,378,206. Seventy-five percent of the options vested immediately and the remaining 25% vested on December 31, 2025.
Consulting Agreement with Joseph Ramelli
On August 20, 2024, the Company entered into a consulting agreement with Joseph Ramelli in connection with his engagement as Chief Financial Officer. Pursuant to the agreement, Mr. Ramelli provides services to the Company as Chief Financial Officer and reports to the Company’s Board of Directors or such other representatives as the Company may designate.
Under the agreement, Mr. Ramelli receives consulting fees of $10,000 per month, payable semi-monthly in accordance with the Company’s normal payroll practices. Mr. Ramelli may also be eligible to receive equity awards under the Company’s long-term incentive plan, subject to approval by the Board of Directors.
Mr. Ramelli serves as an independent contractor and is not eligible to participate in the Company’s employee benefit plans. The consulting agreement may be terminated by either party at any time, with or without notice, and without further obligation or liability other than payment of fees earned through the termination date.
On April 30, 2025, the Company granted Mr. Ramelli options to purchase 4,688 shares of common stock at an exercise price of $8.08 per share. The grant date fair value of the options, calculated in accordance with ASC 718, was $23,159. The options were fully vested and exercisable on the date of grant.
Appointment of Gilbert Villarreal
On August 21, 2024, Gilbert Villarreal was appointed to the position of President of the Company’s subsidiary, Ayro Operating Company, Inc. (“Operating Subsidiary”), effective as August 21, 2024. In connection with Mr. Villarreal’s appointment, Mr. Villarreal is entitled to compensation of $30,000 per month, which may be increased to $50,000 per month if Mr. Villarreal is requested to work on the reengineering of the Company’s product, the Vanish.
Outstanding Equity Awards at Fiscal Year End
The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:
| Named Executive Officer · Number of securities underlying unexercised options (#) exercisable · Number of securities underlying unexercised options (#) unexercisable · Option exercise price($) · Option expiration date · Number of shares or units of stock that have not yet vested (#) · Market value of shares or units of stock that have not vested($) | |||||||
|---|---|---|---|---|---|---|---|
| Joshua Silverman Executive Chairman, Chief Executive Officer | 220,513 | - | 6.25 | 2035 | - | $ | - |
| Joseph Ramelli Chief Financial Officer | 4,688 | - | 8.08 | 2035 | - | $ | - |
| Gilbert Villareal President of Ayro Operating Company, Inc. | 9,375 | - | 8.08 | 2035 | - | $ | - |
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