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Balance Labs, Inc.

For the period ended Dec 31, 2025. Filed Apr 10, 2026.

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FY2025 · Filed Apr 10, 2026

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Item 11. Executive Compensation

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers and directors paid by us during the years ended December 31, 2025 and December 31, 2024.

SUMMARY COMPENSATION TABLE

Non- Equity Incentive · Non- Qualified Deferred · All
Name and · Stock · Option · Plan · Compensation · Other
Principal · Salary · Bonus · Awards · Awards · Compensation · Earnings · Compensation · Totals
Position · Year · ($) · ($) · ($)* · ($) · ($) · ($) · ($) · ($)
Michael D. Farkas2025$80,000$-$-$-$-$-$-$80,000
Chairman2024$120,000$-$-$-$-$-$-$120,000
Alan Campbell2025$40,385$-$1,902,179$-$-$-$-$1,942,564
2024$-$-$-$-$-$-$-$-
Joel Kleiner2025$24,000$-$735,581$-$-$-$-$759,581
CFO2024$10,246$-$-$-$-$-$-$10,246
Alexander Farkas2025$-$-$4,634,163$-$-$-$-$4,634,163
Chief Operating Officer, President2024$-$-$-$-$-$-$-$-

*Stock Award expense is calculated as 468,523 shares issued to Joel Kleiner and 2,951,696 shares issued to Alexander Farkas at a price of $1.57 per share, the closing price on the date of issuance.

Option Grants Table

There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the years ended December 31, 2025 and December 31, 2024.

Long-Term Incentive Plan Awards Table

None.

Employment Agreements and Consulting Agreements

Pursuant to a certain consulting agreement between Mr. Farkas and the Company, Mr. Farkas is entitled to a monthly consulting service fee of $10,000 per month through September 30, 2025. As of the date hereof, Mr. Farkas has not received any payment for his services provided and such amounts have been accrued.

Under the terms of the employment agreement entered into between the Company and Mr. Campbell (the “CEO Employment Agreement”) on August 22, 2025 (the “Effective Date”), Mr. Campbell became eligible to receive an annual base salary of $350,000, and subject to annual review, the base salary may be increased, but not decreased, at the Company’s discretion. In addition, Mr. Campbell is eligible to receive an annual performance bonus with an aggregate annual target of 65% of his base salary based upon the assessment of Mr. Campbell’s performance and attainment of targeted goals as set by the Board, subject to potential increase by the Board (the “Target Bonus”). On the Effective Date, Mr. Campbell will receive a one-time equity award with an aggregate value equal to 3.6% of the Company’s total issued and outstanding shares, which shall vest in equal parts annually over a three-year period, assuming Mr. Campbell’s continued employment by the Company through each such date, subject to the terms of the applicable award agreement. Mr. Campbell is required to maintain a minimum ownership of 3.6% of the Company’s total issued and outstanding shares on a fully diluted basis until such time that the Company has raised a threshold aggregate of $1,000,000,000 in total capital, which shall be subject to anti-dilution protections in the event of a dilutive issuance prior to reaching such threshold. Mr. Campbell is eligible to receive all other benefits offered to senior executives of the Company under the Company’s benefit practices and plans.

The CEO Employment Agreement has an initial term of two years and will automatically renew for successive two-year terms unless either the Company or Mr. Campbell provides at least 90 days’ written notice that the Company or Mr. Campbell, as the case may be, wishes to terminate the agreement. Mr. Campbell will be bound by standard restrictive covenants under the CEO Employment Agreement, including, among other terms, non-competition obligations.

Upon Mr. Campbell’s termination by the Company for Cause or Mr. Campbell’s resignation without Good Reason (each as defined in the CEO Employment Agreement), Mr. Campbell shall be entitled to any base salary, annual bonus from the prior year earned but not paid, and any vested benefits and unreimbursed business expenses (together, the “Accrued Obligations”). Upon termination other than for Cause or Mr. Campbell’s resignation for Good Reason, Mr. Campell shall receive the Accrued Obligations and shall be entitled to receive a lump sum cash severance equal to the sum of his base salary, plus 100% of the Target Bonus, a pro-rated annual bonus for the current year, acceleration of all of his unvested and outstanding equity time-based vesting awards (the “Equity Acceleration”), payment of COBRA premiums for up to 12 months, and six months of outplacement services. If the Company terminates Mr. Campbell’s employment within 12 months of when the Company enters into a definitive agreement for a transaction constituting a Change of Control event (as defined in the CEO Employment Agreement) other than for Cause or Mr. Campbell’s resignation for Good Reason, Mr. Campbell shall be entitled to receive a lump sum cash payment equal to 18 months of salary, plus 150% of the Target Bonus; a pro-rated annual bonus for the current year, the Equity Acceleration, payment of COBRA premiums for up to 12 months, and 12 months of outplacement services. Upon Mr. Campbell’s death or disability, Mr. Campell’s estate or beneficiaries shall receive six months of base salary continuation, a pro-rated Target Bonus, payment of COBRA premiums for up to 12 months, the Equity Acceleration, and (in the event of disability) any long-term disability benefits per the then in effect Company plans. In the event of a termination by the Company other than for Cause or Mr. Campbell’s resignation for Good Reason, Mr. Campbell shall only receive such compensation upon the execution of a customary mutual general release.

Under the terms of the President Offer Letter, Mr. Alex Farkas is eligible to receive an annual base salary of $120,000. In addition, Upon meeting pre-determined annual Key Performance Indicators (“KPIs”), Mr. Farkas will have a target bonus of 65% of his base salary and be eligible to receive a bonus amount of up to 125% of his then current base salary. Mr. Farkas will be able to elect to receive his bonus in shares of the Company’s common stock.

The employment of Mr. Farkas under the President Offer Letter has an initial term of two years and will automatically renew for successive two-year terms unless the Company provides at least 30 days’ written notice that the Company wishes to terminate the employment. In the event of a termination by the Company for Cause, as defined in the President Offer Letter, the Company may by written notice immediately terminate the employment and, in that event, the Company shall be obligated only to pay the compensation due to Mr. Farkas up to the date of termination. Upon Termination Without Cause by the Company or for Good Reason, as defined in the President Offer Letter, by Mr. Farkas, the Company will (i) continue payment of the Base Salary for 3 months and (ii) Mr. Farkas will be entitled to COBRA benefits until the earlier of (x) 3 months from the end of the month in which the employment was terminated or (y) eligibility for benefits with another employer.

Mr. Farkas will be bound by standard restrictive covenants under the President Offer Letter, including, among other terms, non-competition obligations.

Other than the above, we currently we do not have an employment agreement in place with our officers and directors.

No retirement, pension, profit sharing, insurance programs, long-term incentive plans or other similar broad-based employee benefit plans have been adopted by the Company for the benefit of its employees. The severance-related benefits described above, including COBRA premium payments and outplacement services, are contractual obligations under the CEO Employment Agreement and do not represent ongoing company-sponsored benefit plans. The Company may, however, implement such long-term equity incentive or other benefit plans in the future.

For the year ended December 31, 2025, no member of the Board was paid any compensation for serving on the Board.

Clawback Policy

In November 2023, the Board adopted our Clawback Policy (the “Clawback Policy”), designed to comply with Rule 10D-1 of the Exchange Act, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws. The Clawback Policy applies to our current and former executive officers. Compensation that is granted, earned or vested based wholly or in part upon attainment of a financial reporting measure (as set forth in the Clawback Policy) is subject to recoupment.

Compensation Committee Interlocks and Insider Participation

The Company does not maintain a separate compensation committee. Accordingly, the Board performs the functions of a compensation committee and determines executive officer compensation.

During the fiscal year ended December 31, 2025, the Board consisted of Michael D. Farkas, Chairman of the Board, and, until her resignation as a member of the Board on December 12, 2025, Carmen Villegas. Mr. Farkas and, prior to her resignation on December 12, 2025, Ms. Villegas participated in deliberations of the Board concerning executive officer compensation.

Alan Campbell, the Company’s Chief Executive Officer, and Joel Kleiner, the Company’s Chief Financial Officer, are not members of the Board and did not participate in deliberations of the Board concerning executive officer compensation.

During the fiscal year ended December 31, 2025, none of the Company’s directors was an officer or employee of the Company other than Mr. Farkas, who served as Chairman, and Ms. Villegas, who served as Secretary until her resignation on December 12, 2025. None of the directors serving during the fiscal year had any relationship requiring disclosure under Item 404 of Regulation S-K.

During the fiscal year ended December 31, 2025, none of the Company’s executive officers served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of such committee, the entire Board) of another entity, one of whose executive officers served on the Company’s Board. In addition, none of the Company’s executive officers served as a director of another entity, one of whose executive officers served on the Company’s Board. Accordingly, there were no compensation committee interlocks requiring disclosure.

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