Fabric.AI, Inc.
For the period ended Jun 1, 2026. Filed Jun 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 1, 2026 · Filed Jun 1, 2026
Contents
DIRECTOR COMPENSATION
The following table sets forth summary information concerning the total compensation earned by the non-employee directors during the fiscal year ended December 31, 2025, for services to the Company.
| Name · Fees Earned or Paid in Cash ($) · Stock Awards ($) (1) · All other compensation · Total ($) | |||||
|---|---|---|---|---|---|
| Greg Schiffman | 65,188 | 142,019 | - | 207,207 | |
| Sebastian Giordano | 46,687 | 142,019 | 40,000 | (3) | 228,706 |
| Zvi Joseph | 58,186 | 142,019 | - | 200,205 | |
| George Devlin(2) | 66,375 | - | - | 66,375 | |
| Wayne R. Walker | 46,687 | 142,019 | - | 188,706 | |
| (1) | Amounts reflect the full grant-date fair value of stock awards granted during the relevant fiscal year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provided information regarding the assumptions used to calculate the value of all stock awards and option awards made to our executive officers in Note 8 to the audited consolidated financial statements for the year ended December 31, 2025. |
| (2) | George Devlin tendered his resignation as a member of the Board of the Company and as a member of all committees of the Board, effective September 2, 2025. In connection with Mr. Devlin’s resignation, the Board approved a one-time payment to Mr. Devlin of $35,438, an amount equal to the director cash fees that would otherwise be owed to Mr. Devlin for his services as a director for the period beginning September 2025 through May 2026 pursuant to the Board’s compensation policy. |
| (3) | Represents a one-time director fee paid to Mr. Giordano in consideration of the work done by Mr. Giordano in connection with the Company’s Strategic and Budget Committee. |
On January 24, 2023, the Board approved annual director compensation for the director compensation cycle beginning on February 1, 2023. The Board approved the following annual cash retainer fees for the members of the Board: (A) to each non-employee director, an annual cash retainer fee of $47,250; (B) to the Chairman of the Board, an additional annual cash retainer fee of $84,000; and (C) to the chair of each Board committee, additional cash compensation as follows: (x) $12,500 to the Audit Committee Chair, (y) $11,500 to the Compensation and Human Resources Committee Chair, and (z) $8,000 to the Nominating and Corporate Governance Committee Chair. Notwithstanding such approval by the Board, the amounts paid to each non-employee director during the year ended December 31, 2025, are set forth in the table above.
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