Flux Power Holdings, Inc.

Compensation for our Named Executive Officers

The following table sets forth information concerning all forms of compensation earned by our named executive officers during fiscal 2026 and fiscal 2025 for services provided to the Company and its subsidiary.

(1)The grant date fair value was determined in accordance with the provisions of FASB ASC Topic No. 718 using the Black-Scholes valuation model with assumptions described in more detail in the notes to our audited financial statements included in this prospectus.

(2)Mr. Vanka was appointed as the Company’s Chief Executive Officer and President, as well as a member of the Board, effective March 10, 2025.

(3)Mr. Mason was promoted from Vice President of Operations to Chief Operating Officer, effective August 1, 2025.

Narrative Explanation of Compensation Arrangements with Named Executive Officers

Base Salary. On August 1, 2025, pursuant to the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), the Board approved the following salaries (the “Fiscal 2026 Annual Salary”) for the following named executive officers, effective for fiscal 2026:

**Annual Bonus Plan.**On November 5, 2020, the Board approved an annual cash bonus plan (the “Annual Bonus Plan”) which allows the Compensation Committee and/or the Board of the Company to set the amount of bonus each fiscal year and the performance criteria. Executive officers and all employees (other than part-time employees and temporary employees) are eligible to participate in the Annual Bonus Plan (“Participants”) as long as the Participant remains an active regular employee of the Company. The Annual Bonus Plan was effective for the fiscal year ended June 30, 2021 and is effective each fiscal year thereafter (the “Plan Year”). For each Plan Year, the Compensation Committee establishes an aggregate amount of allocable Bonus under the Annual Bonus Plan and determines the performance goals applicable to a bonus during a Plan Year (the “Participation Criteria”). The Participation Criteria may differ from Participant to Participant and from bonus to bonus. The Participation Criteria for each Plan Year is based on the Company achieving certain performance targets based on annual revenue, gross margin, operating expense and new business development. All of the Company’s executive officers are eligible to participate in the Annual Bonus Plan.

On October 20, 2023, the Board approved an amended and restated annual cash bonus plan (the “Amended Annual Bonus Plan”) which allows the Compensation Committee and/or the Board of the Company to set the amount of bonus each fiscal year and the performance criteria. Executive officers and all employees (other than part-time employees and temporary employees) are eligible to participate in the Amended Annual Bonus Plan (“Participants”) as long as the Participant remains an active regular employee of the Company. The Amended Annual Bonus Plan is effective for fiscal year 2024 and each fiscal year thereafter (the “Plan Year”). For each Plan Year, the Compensation Committee will establish an aggregate amount of allocable Bonus under the Amended Annual Bonus Plan and determine the performance goals applicable to a bonus during a Plan Year (the “Participation Criteria”). The Participation Criteria may differ from Participant to Participant and from bonus to bonus. All of the Company’s executive officers are eligible to participate in the Amended Annual Bonus Plan.

The Amended Annual Bonus Plan was approved by the Board in anticipation of the Company adopting its “clawback” policy applicable to its executive officers as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

**Fiscal 2026 Bonuses Under the Amended Bonus Plan.**On August 1, 2025, pursuant to the recommendation of the Compensation Committee, the Board also approved the bonus pool and performance criteria for the Amended Annual Bonus Plan for Fiscal 2026 (the “2026 Bonus”). For fiscal 2026, the performance goals applicable to a bonus are based on the Company achieving certain targets based on the Company’s full year revenue, Adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization and stock-based compensation) for fiscal 2026, and functional goals (the “Financial Targets”), in addition to individual performance objectives and goals (the “2026 Performance Matrix”).

The Board approved the following cash bonuses under the 2026 Bonus for the following executive officers.

(1)Full maximum payout includes stock option grants and assumes targets reached as set forth in the 2026 Performance Matrix.

**Equity Incentive Awards.**We did not grant any stock options or other equity awards to any of our named executive officers in fiscal 2025. On August 1, 2025 (the “Fiscal 2026 Grant Date”), pursuant to the recommendation of the Compensation Committee, the Board approved the grant of (i) time-based restricted stock units (“Time RSUs”) and performance-based restricted stock units (“PSUs”) to Mr. Vanka under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) stock options (the “Fiscal 2026 Options”) under the 2021 Plan to certain of the Company’s then-current named executive officers, in each case, as set forth in the table below.

(1)Represents the maximum number of shares eligible to vest assuming achievement of the applicable performance goals. 122,562 shares would become eligible to vest upon achievement of the applicable revenue and net income goals. 60,365 shares would become eligible to vest upon achievement of the applicable market price goals.

**Benefit Plans.**We do not have any profit-sharing plan or similar plans for the benefit of our officers, directors or employees. However, we may establish such a plan in the future.

Under their respective employment agreements, as described in further detail below, Messrs. Vanka and Royal, among other things, are entitled to reimbursement for all reasonable business expenses incurred in performing services. They are also eligible to participate in all customary employee benefit plans or programs generally made available to the senior executive officers.

Outstanding Equity Awards at 2026 Fiscal Year End

The following table sets forth certain information concerning unexercised options and unvested RSUs and PSUs held by our named executive officers as of June 30, 2026. Our named executive officers did not hold any other types of equity awards as of June 30, 2026.

(1)Market value is based on the fair market value of our common stock at the close of trading on June 30, 2026, the last trading day of fiscal 2026, which was $0.86.

(2) Mr. Vanka’s outstanding RSUs vest annually over 3 years on each of July 1, 2026, July 1, 2027 and July 1, 2028.

(3)Mr. Vanka’s outstanding PSUs become eligible to vest based on the achievement of revenue performance, net income performance and market price goals. Any PSUs eligible to vest will cliff vest on the third anniversary of July 1, 2025. As of June 30, 2026, achieving the performance conditions is considered not probable.

(4) From date of grant, Mr. Royal’s 2024 option grant vests annually over 3 years and his 2025 option grant vests annually over two years.

(5) From date of grant, Mr. Mason’s 2022 option grant vests annually over 4 years, his 2023 option grant vests annually over three years and his 2024 option grant vests annually over two years.

**Equity Compensation Plan Information.**On February 17, 2015, our stockholders approved our 2014 Equity Incentive Plan (“2014 Plan”), which was amended on July 23, 2018 and on November 5, 2020. The 2014 Plan authorizes the issuance of awards for up to 1,000,000 shares of our common stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock awards and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the Company or its affiliates. We granted 100,192 stock options under the 2014 Plan during fiscal 2024. We granted 51,171 restricted stock units under the 2014 Plan during fiscal 2024. The 2014 Plan expired on November 26, 2024, at which time no future stock or stock option awards could be granted.

On April 29, 2021, at the Company’s annual stockholders meeting, the 2021 Equity Incentive Plan (the “2021 Plan”) was approved by our stockholders. The 2021 Plan authorizes the issuance of awards for up to 2,000,000 shares of our common stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock awards and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the Company or its affiliates. We granted 934,012 stock options under the 2021 Plan during fiscal 2024. We did not grant any stock options under the 2021 Plan during fiscal 2025. We granted 200,000 and 17,057 restricted stock units under the 2021 Plan during fiscal 2025 and fiscal 2024, respectively.

On May 28, 2025, our stockholders approved the 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan authorizes the issuance of awards for up to 1,000,000 shares of common stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock awards and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the Company or its affiliates.

As of June 30, 2026, we had 368,997 options outstanding and exercisable and 121,951 RSUs outstanding under the 2025 Plan, the 2021 Plan and the 2014 Plan.

**Summary of Employment Agreement with Mr. Krishna Vanka.**On March 10, 2025, we entered into an executive employment agreement with Mr. Vanka, pursuant to which he agreed to serve as our Chief Executive Officer and President (the “Vanka Employment Agreement”). Pursuant to the terms of the Vanka Employment Agreement, Mr. Vanka receives an annual base salary of $400,000, subject to annual performance reviews by the Board or Compensation Committee. As an initial incentive for achieving key financial milestones, we agreed to award Mr. Vanka a cash bonus of $100,000 if the Company’s average EBITDA is net positive over the next nine months (end of the calendar year). Beginning fiscal year 2026, Mr. Vanka will have the ability to achieve a cash bonus of up to 150% of base salary based on budget performance goals as determined by the Board or the Compensation Committee. Beginning in fiscal year 2026, Mr. Vanka will be granted Time RSUs equivalent to 50% of his base salary, which are eligible to vest in three (3) equal annual installments over three (3) years. He will also be eligible for PSUs, with a target of 50% of his base salary and a maximum of 150%, based on budget performance goals. Any earned PSUs will cliff-vest on the third (3 rd) anniversary of the grant date. Additionally, the Vanka Employment Agreement provides that Mr. Vanka may be terminated at any time by the Company with or without cause. If Mr. Vanka is terminated without cause or upon a Change in Control (as defined in the Vanka Employment Agreement), he will receive: (a) twelve (12) months of base salary paid in a lump sum; and (b) twelve (12) months of continued life, medical, and dental insurance coverage, with the Company covering the cost subject to the same employee contribution as active employees. Additionally, in the event of a Change in Control termination, Time RSUs and any PSUs, for which the performance criteria are satisfied, will be subject to double-trigger acceleration. Mr. Vanka is subject to a non-compete obligation during the term of his employment and confidentiality obligations that extend beyond termination. The Vanka Employment Agreement also includes other customary clauses and arrangements.

**Summary of Employment Agreement with Mr. Kevin S. Royal.**On February 22, 2024, we entered into an Employment Agreement with Mr. Kevin S. Royal, in connection with Mr. Royal’s appointment as Chief Financial Officer and Corporate Secretary, which provides for an annual base salary of $330,000, effective March 4, 2024 (the “Royal Employment Agreement”). The Royal Employment Agreement includes terms relating to change in control, termination, severance, benefits and the acceleration of vesting of options and restricted stock units upon certain events. In addition, Mr. Royal will be eligible for a 60% cash bonus, as a percentage of base salary, and incentive stock options to purchase up to 55,000 shares of the Company’s common stock (the “Options”) under the 2021 Plan. The Options will be subject to the terms and conditions provided in the form of Incentive Stock Option Agreement under the 2021 Plan, will have an exercise price based on the Company’s 10-day volume weighted average price on the grant date, and will expire ten (10) years from the grant date and vest in four (4) equal annual instalments commencing one year after the grant date.

Clawback Policy

To comply with Section 10D of the Securities Exchange Act of 1934, as amended, Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended, and Nasdaq Listing Rule 5608 applicable to incentive-based compensation for executive officers of listed companies, in November 2023, the Board adopted a Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) with an effective date of October 2, 2023. Current executive officers of the Company have agreed in writing to the terms and conditions of the Clawback Policy. Under the Clawback Policy, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the federal securities laws, the Company will recoup any erroneously awarded incentive-based compensation from the Company’s current and former executive officers. Administration of the Clawback Policy will be by the Compensation Committee of the Company.

Director Compensation

Below is a summary of the total compensation of our non-employee directors during fiscal 2026. Mr. Vanka, our chief executive officer and president, received no compensation for his service as a director and is not included in the below table. The compensation Mr. Vanka received as an employee of the Company is included in the section titled “Executive Compensation” above.

(1)Represents the fair value of the RSUs granted.

As of June 30, 2026, our non-employee directors held RSUs. Lisa Walters-Hoffert and Dale Robinette each held 3,948 exercisable options and Michael Johnson held 9,948.

Non-Employee Director Compensation Policy

Cash Compensation

Pursuant to the compensation program for our non-employee directors that was approved by the Board on March 1, 2025 for fiscal 2026 and 2027, each member of our Board of Directors who is not an employee is eligible to receive the following annual cash retainers for their service on our Board:

Equity Compensation

In addition, our non-employee directors are eligible to receive an annual equity grant of RSUs or stock options, at their option, equal to the amount of $80,000 divided by the fair market value of the equity grant, with all grants subject to a one year vesting requirement subject to their continued service on our Board. The fair market value of the grants is based upon the closing stock price on the grant issuance date. On May 28, 2025, each of our non-executive directors was granted 50,000 RSUs under the 2021 Plan, which fully vested on May 28, 2026. On July 31, 2026, each of our non-executive directors was similarly granted RSUs or options under the 2021 Plan, which are scheduled to vest in full on March 26, 2027.