BONK, INC.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation paid to our named executive officers and directors for the fiscal years ended December 31, 2025 and 2024. Individuals we refer to as our “named executive officers” include our Chief Executive Officer and two other most highly compensated executive officers whose compensation for services rendered in all capacities equaled or exceeded $100,000 during the fiscal years ended December 31, 2025.
| Current Officers and Directors Name and Principal Position · Year · Salary ($) · Bonus ($) · Stock Awards ($) · Option Awards ($) · All Other Compensation ($) · Total Compensation ($) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Jarrett Boon(1)(3) | |||||||||||||
| Chief Executive Officer | 2025 | $300,000 | $222,500 | $1,246,000 | $ | - | $25,000 | $1,793,500 | |||||
| 2024 | $150,000 | - | - | $1,504,454 | $25,000 | $1,679,454 | |||||||
| Markita Russell(2) | |||||||||||||
| Chief Financial Officer | 2025 | $185,428 | $ | - | $171,500 | $66,299 | $ | - | $423,227 | ||||
| Christopher Marc Melton(3) | |||||||||||||
| Independent Director | 2025 | 267,000 | 25,000 | 292,000 | |||||||||
| Stacey Duffy | |||||||||||||
| Independent Director | 2025 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
| James McAvity | |||||||||||||
| Independent Director | 2025 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
| Connor Klein | |||||||||||||
| Independent Director | 2025 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
| Mitchell Rudy | |||||||||||||
| Director | 2025 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
| 1. | Mr. Boon has served as Chief Executive Officer since October 2025. |
| 2. | Ms. Russell has served as Chief Financial Officer since July 2025. |
| 3. | Mr. Boon and Mr. Melton were each paid $25,000 in Director fees during 2025. |
| Former Officers and Directors Name and Principal Position · Year · Salary ($) · Bonus ($) · Stock Awards ($) · Option Awards ($) · All Other Compensation ($)(4) · Total Compensation ($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| John Gulyas(1)(4) | ||||||||
| Executive Chairman & Director | 2025 | $175,000 | $222,500 | $1,246,000 | $ | $25,000 | $1,668,500 | |
| 2024 | $25,000 | $25,000 | ||||||
| Danielle DeRosa(2) | ||||||||
| Former Chief Financial Officer | 2025 | $157,361 | $50,000 | $317,603 | $142,543 | $300,000 | $967,507 | |
| 2024 | $145,833 | - | - | $214,814 | - | $360,647 | ||
| Richard Pascucci(4) | ||||||||
| Former Director | 2025 | $267,000 | 25,000 | 292,000 | ||||
| 2024 | 25,000 | 25,000 | ||||||
| David J. Long(4) | ||||||||
| Former Director | 2025 | $267,000 | 25,000 | 292,000 | ||||
| Jordan Schur(3)(4) | - | - | - | - | - | |||
| Former President | 2025 | $191,667 | $222,500 | $1,825,167 | $11,057 | $25,000 | $2,275,391 | |
| 2024 | $245,000 | - | $810,833 | - | - | $1,055,833 | ||
| 1. | Mr. Gulyas was appointed as a director in January 2024 and Chairman in March 2024 and resigned from these positions on December 31, 2025. |
| 2. | Ms. DeRosa was appointed as a CFO in February 2024 and resigned from this position on July 25, 2025. |
| 3 | Mr. Schur was appointed as President in April 2024 and resigned for this position on December 31, 2025. |
| 4. | Messrs. Gulyas, Pascucci, Long, and Schur were each paid $25,000 in Director fees during 2025. |
Employment Agreements with Named Officers
Jarrett Boon Employment Agreement
On December 16, 2024, the Company entered into an employment agreement with Jarrett Boon (the “Boon Agreement”), pursuant to which Mr. Boon will serve as the Company’s Chief Executive Officer.
The Boon Agreement provides for (A) a $300,000 annual base salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 10,000 shares of Company’s common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025, (D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits. On or about March 3, 2025, the Company amended the Boon Agreement by changing Section 5. b. to read, Restricted Stock. As part of his employment, Employee shall receive a grant of 1,000,000 shares of Company restricted common stock (the “RSUs”) as compensation for work performed in 2025 and 2026. The 1,000,000 RSUs will start vesting on April 1, 2025, in quarterly increments over the following year as follows: 250,000 will vest on July 1, 2025; 250,000 will vest on October 1, 2025; 250,000 will vest on January 1, 2026, and 250,000 will vest on April 1, 2026.
The Boon Agreement was previously filed with the SEC.
Markita Russell Employment Agreement
On June 30, 2025, the Company entered into an employment agreement with Markita Russell (the “Russell Agreement”), pursuant to which Ms. Russell will serve as the Company’s Chief Financial Officer.
The Russell Agreement provides for (A) a $250,000 annual base salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 1,000,000 shares of Company’s common stock fully vested as of the date therein, (C) a retention bonus evaluated annually based on performance and company sales goals; agreed upon by Ms. Russell and CEO, Jarrett Boon.
Employment Agreements with Senior Management
Stock Incentive Plan
On January 17, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”), an omnibus equity incentive plan pursuant to which the Company may grant equity-linked awards to officers, directors, consultants and others and on July 31, 2024, the Shareholders ratified the 2024 Plan. The 2024 Equity Incentive Plan was adopted as a means to offer incentives and attract, motivate and retain and reward persons eligible to participate in the 2024 Plan. On June 12, 2025, the Company’s shareholders approved an amendment to the 2024 Plan to increase the number of shares reserved for issuance under the 2024 Plan from 15,000,000 to 37,000,000.
Summary of 2024 Equity Incentive Plan
Administration.
The Board of Directors has the sole authority to grant options or restricted stock. The authority to manage the operation of and administer the Plan shall be vested in the Compensation Committee. The Committee shall consist of two or more directors who are (i) “Independent Directors” (as such term is defined under the rules of the NASDAQ Stock Market) and (ii) “Non-Employee Directors” (as such term is defined in Rule 16b-3), which shall serve at the pleasure of the Board. The Board or the Committee administering the plan shall have full power and authority to designate recipients of options and restricted stock, and to determine the terms and conditions of the respective option and restricted stock agreements (which need not be identical) and to interpret the provisions and supervise the administration of the Plan.
Eligibility.
The persons eligible for participation in the 2024 Plan as recipients of options or restricted stock shall include directors, officers and employees of, and consultants and advisors to, the Company or any Subsidiary; provided that incentive options may only be granted to employees of the Company and any Subsidiary.
Awards.
A maximum of 37,000,000 shares of the Company’s common stock, par value $0.001 per share shall be subject to the 2024 Plan. The shares of common stock subject to the 2024 Plan shall consist of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such number of shares of common stock shall be and is hereby reserved for such purpose.
Options.
The purchase price of each share of common stock purchasable under an incentive option shall be determined by the Committee at the time of grant but shall not be less than 100% of the Fair Market Value of such share of common stock on the date the option is granted.
The term of each option shall be fixed by the Committee, but no option shall be exercisable more than ten years after the date such option is granted and in the case of an incentive option granted to an optionee who, at the time such incentive option is granted, owns (within the meaning of Section 424(d) of the code) more than 10% of the total combined voting power of all classes of stock of the company or of any subsidiary, no such incentive option shall be exercisable more than five years after the date such incentive option is granted
Change of Control.
Upon the occurrence of a change in control the Compensation Committee may accelerate the vesting of outstanding restricted stock, in whole or in part, as determined by the Compensation Committee, in its sole discretion.
Outstanding Equity Awards at Fiscal Year-End
The were no equity awards outstanding as of December 31, 2025.
Director Compensation
The following table sets forth the amounts paid to Directors during the years ended December 31, 2025 and 2024.
| Directors · 2025 · 2024 | |||
|---|---|---|---|
| Jarrett Boon | $25,000 | $25,000 | |
| Mitchell Rudy | $ | - | - |
| Connor Klein | $ | - | - |
| Stacey Duffy | $ | - | - |
| James McAvity | $ | - | - |
| Christopher Marc Melton | $25,000 | 25,000 | |
| John Gulyas | $25,000 | $25,000 | |
| Jordan Schur | $25,000 | $25,000 | |
| Richard Pascucci | $25,000 | $25,000 | |
| David J. Long | $25,000 | $25,000 | |
| Total | $150,000 | $150,000 | |
Agreements with Directors
Mitchell Rudy
In August 2025 (the “Rudy Execution Date”), we entered into an independent director’s agreement with Mitchell Rudy pursuant to which Mr. Rudy shall serve as one of our directors (the “Rudy Agreement”). Pursuant to the Rudy Agreement, we shall pay Mr. Rudy $30,000 per annum. Additionally, we shall issue to Mr. Rudy 100,000 restricted stock units of the Company’s common stock, and an additional 100,000 restricted stock units for each additional year Mr. Rudy serves as a director. These restricted stock units vest the day they are granted.
Connor Klein
On October 9, 2025 (the “Klein Execution Date”), we entered into an independent director’s agreement with Connor Klein, pursuant to which Mr. Klein shall serve as one of our directors (the “Klein Agreement”). Pursuant to the Klein Agreement, we shall pay Mr. Klein $30,000 per annum. Additionally, we shall issue to Mr. Klein 100,000 restricted stock units of the Company’s common stock, and an additional 100,000 restricted stock units for each additional year Mr. Melton serves as a director. These restricted stock units vest the day they are granted.
Stacey Duffy
On November 7, 2025 (the “Duffy Execution Date”), we entered into an independent director’s agreement with Stacey Duffy, pursuant to which Ms. Duffy shall serve as one of our directors and our Corporate and Governance Committee Chairperson (the “Duffy Agreement”). Pursuant to the Duffy Agreement, we shall pay Ms. Duffy $30,000 per annum. Additionally, we shall issue to Ms. Duffy 100,000 restricted stock units of the Company’s common stock, and an additional 100,000 restricted stock units for each additional year Mr. Rudy serves as a director. These restricted stock units vest the day they are granted.
James McAvity
On November 7, 2025 (the “McAvity Execution Date”), we entered into an independent director’s agreement with James McAvity, pursuant to which Mr. McAvity shall serve as one of our directors and our Compensation Committee Chairperson (the “McAvity Agreement”).
Chris Marc Melton
On July 29, 2019 (the “Melton Execution Date”), we entered into an independent director’s agreement with Christopher Melton, pursuant to which Mr. Melton shall serve as one of our directors and our Audit Committee Chairperson (the “Melton Agreement”). Pursuant to the Melton Agreement, we shall pay Mr. Melton $1,000 per quarter, per annum. Additionally, we shall issue to Mr. Melton an option to purchase 33,000 shares of our common stock on the Melton Execution Date and for each additional year Mr. Melton serves as a director (the “Melton Options”). The Melton Options shall have a three (3) year term and an exercise price of $0.25 per share and shall be issued on each anniversary date of his election.
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