Beeline Holdings, 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
Summary Compensation Table
The following table sets forth the compensation awarded to, earned by or paid to our Chief Executive Officer (principal executive officer) and named executive officers, for services rendered during the fiscal years ended December 31, 2025 and 2024. The term “named executive officer” means each of the Company’s principal executive officer, each individual who served as a principal executive officer during 2025, the two most highly paid executive officers with compensation exceeding $100,000 during the fiscal year ended December 31, 2025 and up to two additional individuals who would qualify under the preceding category but for the fact that they did not serve as an executive officer as of December 31, 2025.
| Name and Position · Year · Salary ($) · Bonus ($) · Stock Awards ($) · Option Awards ($) · Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Nicholas R. Liuzza, Jr. | 2025 | 30,000 | - | 46,080 | (2) | 46,080 | (2) | 76,080 | |
| Chief Executive Officer (1) | 2024 | 30,000 | - | - | - | 30,000 | |||
| Geoffrey Gwin | 2025 | 200,000 | - | 14,300 | (4) | - | 214,300 | ||
| Former Chief Executive Officer and Chief Financial Officer; Current President of Bridgetown Spirits Corp. (3) | 2024 | 350,000 | 190,000 | (5) | - | 232,000 | (6) | 772,000 | |
| Christopher R. Moe | 2025 | 180,000 | - | - | 216,576 | (8) | 396,576 | ||
| Chief Financial Officer (7) | 2024 | 150,000 | 140,672 | (9) | - | - | 290,672 | ||
| Tiffany Milton | 2025 | 165,000 | - | - | 32,256 | (11) | 197,256 | ||
| Chief Accounting Officer (10) | 2024 | - | - | - | - | - | |||
| (1) | Mr. Liuzza was appointed as the Chief Executive Officer of the Company on March 7, 2025. |
| (2) | Represents an award of 50,000 stock options under the Amended and Restated 2025 Equity Incentive Plan (the “2025 Plan”) exercisable at $0.9216 per share, vesting annually in equal amounts over two years from May 28, 2025, subject to continued service on the applicable vesting date. |
| (3) | Mr. Gwin served as the Company’s Chief Executive Officer until his resignation from such role on March 7, 2025. He also previously served as Chief Financial Officer until his resignation from such role on October 7, 2024, and as President of Bridgetown Spirits until the sale of that entity on July 25, 2025. |
| (4) | In connection with Mr. Gwin’s resignation as Chief Executive Officer of the Company and appointment as President of Bridgetown Spirits, in April 2025 the Board approved and the Company issued Mr. Gwin 10,000 shares of common stock at $1.43 per share. |
| (5) | Represents 3,279 shares of common stock issued at $30.50 per share in lieu of a $100,000 bonus payment, and 18,000 shares of common stock at $5.00 per share which the Company issued to Mr. Gwin in lieu of a $90,000 bonus payment for special services performed in 2024, as elected by Mr. Gwin. See “Employment Agreements-Geoffrey Gwin” below for more information. |
| (6) | Represents 40,000 shares of restricted common stock issued at $5.80 per share which the Company issued to Mr. Gwin pursuant to his Employment Agreement, as amended. See “Employment Agreements-Geoffrey Gwin” below for more information. |
| (7) | Mr. Moe was appointed as the Chief Financial Officer of the Company on October 7, 2024. |
| (8) | Represents an award of 235,000 stock options under the 2025 Plan exercisable at $0.9216 per share, vesting annually in equal amounts over two years from May 28, 2025, subject to continued service on the applicable vesting date. |
| (9) | Reflects a cash bonus earned by Mr. Moe in connection with a recapitalization transaction in June 2024, of which $20,096 was paid in 2024 and the balance was paid in 2025. |
| (10) | Ms. Milton was appointed as the Chief Accounting Officer of the Company on April 25, 2025. Does not include a total of $170,000 of compensation Ms. Milton received in 2024 prior to being appointed Chief Accounting Officer. |
| (11) | Represents an award of 35,000 stock options under the 2025 Plan exercisable at $0.9216 per share, vesting annually in equal amounts over two years from May 28, 2025, subject to continued service on the applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Listed below is information with respect to unvested stock awards for each named executive officer outstanding as of December 31, 2025:
| Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable (1) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date |
|---|---|---|---|---|---|
| Nicholas R. Liuzza, Jr. | - | 50,000 | - | $0.9216 | May 28, 2035 |
| Christopher R. Moe | - | 235,000 | - | $0.9216 | May 28, 2035 |
| Tiffany Milton | - | 35,000 | - | $0.9216 | May 28, 2035 |
| (1) | Represents stock options that were granted under the 2025 Plan, vesting annually in equal amounts over two years from May 28, 2025, subject to continued service on the applicable vesting date. |
Employment Agreements
Nicholas R. Liuzza, Jr. Mr. Liuzza was appointed the Chief Executive Officer of the Company on March 7, 2025 and receives compensation of $30,000 annually.
Christopher R. Moe. Mr. Moe was appointed as the Chief Financial Officer of the Company on October 7, 2024 and receives a monthly salary of $15,000.
Tiffany Milton. Ms. Milton was appointed as the Chief Accounting Officer of the Company on April 25, 2025 and receives a monthly salary of $13,750.
Director Compensation
The following table sets forth the compensation awarded to, earned by or paid to the non-employee members of our Board for services rendered as a director during the fiscal year ended December 31, 2025.
| Name · Fees Earned ($) · Stock Awards ($)(1) · All Other Compensation ($) · Total ($) | ||||||
|---|---|---|---|---|---|---|
| Joseph Caltabiano | 57,500 | 486,273 | (2) | - | 543,773 | |
| Eric Finnsson | 62,500 | 335,198 | (3) | - | 397,698 | |
| Joseph Freedman | 60,000 | 517,414 | (4) | - | 577,414 | |
| Francis Knuettel II | 50,000 | 494,739 | (5) | - | 544,739 | |
| Stephen Romano | 50,000 | 288,265 | (6) | 105,000 | (7) | 443,265 |
| (1) | All amounts reflect the aggregate grant date fair value calculated based on the closing price of the Company’s common stock on October 1, 2025 of $3.77 per share. These amounts do not reflect the actual economic value realized by the director. |
| (2) | Represents (i) 49,818 shares of vested common stock in lieu of cash for prior services, (ii) 30,000 shares of common stock vesting one-third annually over three years from May 28, 2025, (iii) 19,166 shares of common stock vesting on May 28, 2026 and (iv) 30,000 restricted stock units vesting on the earlier of one year from the grant date or delivery of a final report by a special committee of the Board. |
| (3) | Represents (i) 48,913 shares of vested common stock in lieu of cash for prior services, (ii) 30,000 shares of common stock vesting one-third annually over three years from May 28, 2025 and (iii) 10,000 shares of common stock vesting on May 28, 2026. |
| (4) | Represents (i) 99,638 shares of vested common stock in lieu of cash for prior services, (ii) 30,000 shares of common stock vesting one-third annually over three years from May 28, 2025, (iii) 28,333 shares of common stock vesting on May 28, 2026, and (iv) 30,000 restricted stock units vesting on the earlier of one year from the grant date or delivery of a final report by a special committee of the Board. |
| (5) | Represents (i) 30,000 shares of common stock vesting one-third annually over three years from May 28, 2025, (ii) 10,000 shares of common stock vesting on May 28, 2026, and (iii) 30,000 restricted stock units vesting on the earlier of one year from the grant date or delivery of a final report by a special committee of the Board. |
| (6) | Represents (i) 30,797 shares of vested common stock, (ii) 30,000 shares of common stock vesting one-third annually over three years from May 28, 2025, and (iii) 15,666 shares of common stock vesting on May 28, 2026. |
| (7) | Represents fees paid to the director for consulting services unrelated to his service as a director pursuant to a consulting agreement which was terminated in December 2025. See “Certain Relationships and Related Party Transactions.” |
Equity Compensation Plan Information
The following table provides information concerning compensation plans under which our equity securities are authorized for issuance as of December 31, 2025:
| Plan Category | Number of shares to be issued upon exercise of outstanding options, SARs and Warrants | Weighted Average Exercise Price of Outstanding Options | Number of Options Remaining for Future Issuance Under Equity Compensation Plan |
|---|---|---|---|
| Equity compensation plans approved by security holders (1) | 1,742,000 | $0.95 | 2,324,470 |
| Equity compensation plans not approved by security holders | - | - | - |
| Total | 1, 742,000 | $0.95 | 2,324,470 |
| (1) | On August 1, 2025, the Company’s Board of Directors adopted the 2025 Plan and it was approved by stockholders on October 2, 2025. The 2025 Plan initially authorized 4,588,802 shares of common stock, which was equal to 15% of the outstanding shares of common stock on a fully-diluted basis available for award under the 2025 Plan. The 2025 Plan provides for an annual increase to such available number of shares by 5% of the shares of common stock outstanding on a fully-diluted basis each year for a period of seven years, with the first such increase to occur on January 1, 2026. The 2025 Plan provides for the issuance of incentive stock options, non-statutory stock options, share appreciation rights, restricted shares, restricted share units, and other share-based awards. |
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