Mama's Creations, Inc.

Total Cash Compensation

To determine the allocation of compensation among each of our cash compensation program elements, we consider market practices and the practices of companies within our peer group as well as our core compensation philosophy of maintaining a pay-for-performance environment. The portion of total cash compensation dependent on annual incentives differs by position and seeks to reward employee performance that can drive financial performance and growth while also assuring roles that oversee monitoring and managing operating risks are not encouraged to take excessive risks.

Target total cash compensation for our named executive officers for the fiscal year ended January 31, 2026 was:

Base Salaries

Base salary levels reflect our compensation philosophy of providing compensation, as appropriate, that is contingent on the achievement of performance objectives while providing a market-competitive level of salary that will allow us to attract and retain talent. Base salaries are reviewed annually but are not automatically increased. Adjustments for executive officers are approved by the People and Compensation Committee based upon changes in competitive market data and the compensation determination factors listed earlier in this Compensation Discussion and Analysis.

Based primarily on economic factors of the business, our competitive market analysis for each position and the individual’s past performance, base salaries for our named executive officer for the fiscal year ended January 31, 2026 were increased in amounts varying from 2.5% to 10.0%. The increases were determined based on overall market dynamics and each individual’s performance during the prior fiscal year.

Annual Cash Incentive Programs

Our annual cash incentive program provides employees, including each of our named executive officers, the opportunity to receive cash incentive payments depending on the degree to which we achieve or exceed annual financial goals. This incentive typically has been tied to achievement of net revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”), subject to any appropriate adjustments (“adjusted EBITDA”). The program historically has required a minimum threshold of performance to earn any payment, which remained true for the fiscal year ended January 31, 2026. Participants were only eligible to receive payments after the end of the fiscal year following the People and Compensation Committee’s review and approval of final performance, including financial performance evidenced by our audited financial statements. See page 25 for additional information regarding adjusted EBITDA, including a reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP.

Cash incentive plan metrics and potential cash incentive amounts are determined by the People and Compensation Committee based upon elements of our board-approved operating plan for that year. In some years, the metrics have included other objective measurements of quarterly or annual financial success as approved by the Committee. The annual cash incentive component pays out based on performance if the participant remains employed with us for the full year. In the event the employment of a participant is terminated without cause during the year, payment of any annual incentive component will be based on their employment agreement. The People and Compensation Committee approves plan elements and targets that they believe will support continued growth and creation of stockholder value.

The Committee also reserves the right to award discretionary cash bonuses based upon its assessment of a named executive officers’ performance and contributions.

Cash Incentive Compensation for Fiscal Year Ended January 31, 2026

For the fiscal year ended January 31, 2026, the People and Compensation Committee established an annual cash incentive program for senior leadership that was designed to incent and reward growth and operational improvements. Performance goals were established based on target year-over-year increases in net revenue (20% weighting), adjusted EBITDA as a percentage of net revenue (30% weighting), and gross margin as a percentage of net revenue (15% weighting). Additionally, the committee established qualitative objectives (collectively, 35% weighting) consisting of successfully improving the Company’s internal control over financial reporting and disclosure controls in light of the Company’s recent transition to accelerated filer status subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, achieving further improvements in employee engagement, and driving a substantial increase in annualized net revenues pursuant to the acquisition of one or more businesses.

The following table summarizes actual performance against the established quantitative targets:

In addition to the foregoing, the committee determined that each of the qualitative metrics were achieved, including a substantial increase in net revenues resulting from the acquisition of the Crown 1 Business (as defined herein).

As a result of the foregoing, and the committee’s determinations of each participant’s role in achieving the qualitative metrics, actual cash incentive compensation payments earned for the fiscal year ended January 31, 2026 were as follows:

A detailed analysis of our financial and operational performance is contained in the Management’s Discussion & Analysis section of our annual report on Form 10-K filed with the SEC.

In February 2025, the People and Compensation Committee reviewed and conducted an evaluation of the Company’s performance and the individual performances of our senior leadership, including all three of our executive officers, with respect to the prior fiscal year ended January 31, 2025. Based on that review and as recognition for their respective performances during the prior fiscal year, the People and Compensation Committee approved cash bonuses to the executive officers, which were paid in the amounts of $55,000 for Mr. Michaels; $50,000 for Mr. Gruber; and $30,000 for Mr. Tappan.

Equity Incentive Compensation

Equity incentive compensation is designed to reward demonstrated performance and leadership, motivate future superior performance that drives company growth, aligns the interests of the participants with our stockholders, and allows us to attract and retain talent through the potential for significant long-term rewards. These awards seek to align our equity incentive compensation with market practices and support our compensation philosophy.

We have made equity awards to certain employees, including our named executive officers at least annually as well as in connection with commencement of service, promotions, or as acknowledgements for extraordinary performance. Equity award amounts historically have been based upon competitive equity compensation within our market and our Company’s business and equity profiles. Existing ownership levels generally are not a factor in award determinations as we do not intend to discourage executive officers from accumulating our stock. However, the People and Compensation Committee may consider an executive officer’s previous and outstanding equity awards and may approve larger awards in certain circumstances, such as to newer executive officers with less equity by reason of their shorter tenure.

Equity Awards for Fiscal Year Ended January 31, 2026

In the fiscal year ended January 31, 2026, our Chief Executive Officer received grants of RSUs and PSUs. The Committee determined the award value based on overall market dynamics and with consideration of prior awards. On April 15, 2025, the People and Compensation Committee granted Mr. Michaels an RSU award consisting of the right to receive 94,200 shares of common stock in three substantially equal annual installments on April 15, 2026, 2027, and 2028. The committee has granted a portion of equity awards in PSUs, primarily because PSUs vest based upon the achievement of one or more operating metrics as opposed to vesting only based on continued employment. Also on April 15, 2025, Mr. Michaels was granted a PSU award based on a target amount of 94,200 shares of common stock. The PSU was eligible to vest and settle into RSUs based on adjusted EBITDA measured over a performance period from February 1, 2025 to January 31, 2026.

If adjusted EBITDA achieved by the Company for the performance period was between the performance levels specified above, then the corresponding payout factor was to be determined by linear interpolation. Actual performance below the threshold performance level specified in the table would have resulted in no units being earned. On April 8, 2026, the committee certified a multiplier of approximately 103%, based on actual adjusted EBITDA of $15,421,000 for the applicable performance period. As a result, Mr. Michaels is eligible to receive 97,478 shares of common stock subject to final vesting and settlement of the PSU on April 15, 2028, the third anniversary of the original PSU’s date of grant.

On June 6, 2025, the People and Compensation Committee granted each of Messrs. Gruber and Tappan an RSU award consisting of the right to receive 5,700 shares of common stock in three substantially equal annual installments on June 6, 2026, 2027, and 2028. The Committee determined the value of such awards based on overall market dynamics and with consideration of prior awards.

Mr. Michaels’ employment agreement also entitles him to an annual RSU award with a grant date value of $200,000. On October 31, 2025, in accordance with the terms of his employment agreement, he received an RSU award consisting of 18,885 shares, eligible to vest in four substantially equal annual installments on September 22, 2026, 2027, 2028, and 2029.

Prior Year PSUs

As previously reported, pursuant to Mr. Michaels’ employment agreement, on October 18, 2023, he received a sign-on stock PSU award representing an opportunity to receive shares of our common stock based on the percentage increase in the Company’s stock price measured against a beginning price of $1.38 and ending with the 90-calendar day closing price preceding June 21, 2027. The number of shares earned will range between a minimum of 525,000 shares based on a compound average growth rate (“CAGR”) of 20% and a maximum of 1,200,000 shares based on a CAGR of 45% or more. Also pursuant to Mr. Michaels’ employment agreement, he received a sign-on pre-tax profit per share PSU award representing an opportunity to receive shares of our common stock based on pre-tax profit per share adjusted for non-recurring events measured against a beginning value of $0.0299 and ending with the pre-tax profit per share for the Company’s fiscal year ending January 31, 2027. The number of shares earned will range between a minimum of 175,000 shares based on a CAGR of 20% and a maximum of 400,000 shares for a CAGR of 45% or more.

As previously reported, on October 18, 2023, Mr. Gruber received a PSU award representing an opportunity to receive shares of our common stock based on the percentage increase in the Company’s stock price measured against a beginning price of $1.38 and ending with the 90-calendar day average closing price preceding September 22, 2027. The number of shares earned will range between a minimum of 180,000 shares based on a CAGR of 20% and a maximum of 540,000 shares based on a CAGR of 40% or more.

As previously reported, on September 12, 2024, Mr. Tappan received a PSU award representing an opportunity to receive shares of our common stock based on the percentage increase in the Company’s earnings per share measured against a beginning value of $0.17 and ending with the Company’s earnings per share for the fiscal year ending January 31, 2029. The number of shares earned will range between a minimum of 300,000 shares based on a CAGR of 20% and a maximum of 500,000 shares based on a CAGR of 40% or more.

No portion of any of the foregoing PSU awards will vest if the CAGR for the performance period is less than the minimum value. Straight-line interpolation will be applied to determine the portion of each PSU award that will vest.

Special Equity Incentive Awards

As recognition for the successful acquisition and integration of the Crown 1 Business during the fiscal year ended January 31, 2026, the People and Compensation Committee awarded on April 17, 2026 one-time restricted stock unit awards to certain members of the Company’s leadership team representing a target value of $50,000 divided by the fair market value of our common stock as of the grant date, subject to appropriate rounding. Accordingly, Messrs. Gruber and Tappan each received an award of 3,500 RSUs, representing a right to receive the same number of shares in three equal installments on April 15, 2027, 2028, and 2029.