Connexa Sports Technologies Inc.
For the period ended Apr 30, 2025. Filed Aug 13, 2025.
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FY2025 · Filed Aug 13, 2025
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Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers (our principal executive officer and our two most highly compensated executive officers other than our principal executive officer) for the fiscal years ended April 30, 2025 and 2024 for all services rendered in all capacities to us.
| Name and Principal Position · Year ended April 30 · Salary ($) · Bonus ($) · Share Awards ($) · Non-Equity Incentive Plan Compensation ($) · All other compensation ($) · Total ($) | ||||||
|---|---|---|---|---|---|---|
| Thomas Tarala (1) | 2025 | 320,000 | 1,300,000 | 1,620,000 (2) | ||
| Guibao Ji (1) | 2025 | 111,111 | 111,111 | |||
| Mike Ballardie (3) | 2024 | 324,714 | 300,000 | 475,595 | 1,100,309 | |
| 2025 | 600,000 | 300,000 | 900,000 | |||
| Yonah Kalfa (3) | 2024 | 441,000 | 441,000 | |||
| 2025 | 340,150 | 85,000 | 425,150 | |||
| Judah Honickman (3) | 2024 | 190,198 | 95,940 | 55,199 | 341,337 | |
| 2025 | 178,000 | 44,500 | 222,500 | |||
| (1) | On November 22, 2024, in connection with the completion of the Acquisition, Thomas Tarala was appointed Chief Executive Officer and Guibao Ji was appointed Chief Financial Officer. |
| (2) | As of August 12, 2025, the amounts listed for Mr. Tarala are currently owed to him and have not yet been paid. |
| (3) | On November 21, 2024, in connection with the completion of the Acquisition, Mike Ballardie, Judah Honickman, and Yonah Kalfa, resigned from their respective positions with the Company, effective immediately. |
Outstanding Equity Awards at Fiscal Year-End
None of the current directs and officers have been awarded any equity awards as of April 30, 2025.
EMPLOYMENT AGREEMENTS
The Company is a party to service agreements with each of its executive officers.
Thomas Tarala
On February 12, 2025, the Company approved an employment agreement with Thomas Tarala as the Company’s Chief Executive Officer. Mr. Tarala has been serving in such capacities since November 21, 2024 when the employment agreement was signed.
Mr. Tarala’s Employment Agreement (also referred to as a Service Agreement) is for a term of five years but may be terminated at any time by the Company by giving Mr. Tarala 180 days’ prior written notice of such termination. In such a case, all of his unvested stock, warrant, and option compensation of any nature will vest without any further action required on his part. Mr. Tarala’s right to receive compensation, whether in cash or securities, will survive any termination of his Employment Agreement.
Mr. Tarala’s compensation as Chief Executive Officer of the Company includes (i) a base salary of $720,000 annually (the “Base Salary”) and (ii) a signing bonus of $300,000 in the form of the Company’s common stock. In addition, Mr. Tarala is due a bonus of $1,000,000 in cash and/or securities (with the form of payment to be agreed by and between Mr. Tarala and the Board) as a success fee for his role in the merger of Connexa with YYEM (presently a Hong Kong subsidiary of the Company) and the successful listing of the combined company on The Nasdaq Capital Market. This success fee has not yet been paid to Mr. Tarala.
Mr. Tarala is entitled to an annual bonus, earned as of the end of each fiscal year and as of the date of termination of his Employment Agreement, of at least 100% of his then Base Salary, payable in cash and/or stock, options and/or warrants, as agreed between him and the Board.
Mr. Tarala will also be entitled to a special bonus in the event of a Change of Control (as defined below) by the Company (or any successor entity) in a lump-sum amount equal to 3% of the increased valuation of the surviving corporation resulting from such Change of Control (with the determination of increased valuation detailed in his Employment Agreement). The right to receive a special bonus will survive the termination of Mr. Tarala’s Employment Agreement for two years.
For purposes of Mr. Tarala’s Employment Agreement, “Change of Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) the acquisition by a third party (or more than one party acting as a group) of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation, or similar transaction; (ii) the closing of a merger, consolidation, acquisition, or other business combination (a “Business Combination”) other than a Business Combination in which the holders of the shares immediately prior to the Business Combination have substantially the same proportionate ownership of the common stock of the surviving corporation immediately after the Business Combination as immediately before; (iii) the dissolution or liquidation of the Company; (iv) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; (v) the Company acquiring a controlling interest in a business with a value exceeding 66% of YYEM; or (vi) the dominant business of the Company in terms of revenue no longer being the licensing out of technology relating to matchmaking or online dating.
Mr. Tarala will be entitled to participate in any bonus plans or incentive compensation plans approved by the Company from time to time. It is agreed that any such plans will be effective as of November 21, 2024. The Company also agreed to provide Mr. Tarala with annual grants, at least once per calendar year and also upon termination of his Employment Agreement, in the form of securities (together, the “Awards”) with the value of such Awards at the time of grant equivalent to at least 100% of his then Base Salary. The Company agreed that any securities delivered as part of Mr. Tarala’s Awards (or as part of his other compensation) will be issued pursuant to a Securities Act-registered plan if such exists, and, if there is no Securities Act-registered plan, to register the shares as promptly as possible, with the costs being paid by the Company. Mr. Tarala will be entitled to participate in any equity or option plan (or similar) adopted by the Company for its directors, officers, or employees.
To the extent the Company does not have sufficient funds to pay Mr. Tarala his Base Salary, Mr. Tarala will have the option of deferring the aggregate unpaid amount (the “Deferral Amount”), which will be registered in the Company’s books as a loan given to the Company by him. So long as any amount of his Base Salary remains unpaid, Mr. Tarala will have the option to convert such amount, or part of it, into shares of the Company (or warrants to purchase shares) at the weighted average trading price of the 10 days prior to the date of the request by him to exercise this option. This option will survive the term of Mr. Tarala’s Employment Agreement.
Mr. Tarala was granted the transferable option to include any and all shares of common stock issued by the Company to him pursuant to his Employment Agreement on each registration statement that the Company files with SEC, subject to pro rata reductions of the shares being registered pursuant to comments of the staff of the Securities and Exchange Commission.
Guibao Ji
On February 12, 2025, the Company approved an employment agreement with Guibao Ji as the Company’s Chief Financial Officer. Mr. Ji has been serving in such capacity since November 21, 2024.
Mr. Ji’s Employment Agreement may be terminated by either party on one month’s written notice. Mr. Ji’s compensation as Chief Financial Officer of the Company includes (i) an annual salary of $250,000 and (ii) a discretionary bonus to be based on the Company’s overall business performance.
DIRECTOR COMPENSATION
The following table sets forth director compensation for the years ended April 30, 2025 and 2024:
| Name | Year Ended April 30 | Fees earned or paid in cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Thomas Tarala (1) | 2025 | 30,000 | 30,000 | |
| Hongyu Zhou (1) | 2025 | 30,000 | 30,000 | |
| Warren Andrew Thomson (1)(2) | 2025 | 30,000 | 30,000 | |
| Chenlong Liu (1) | 2025 | 30,000 | 30,000 | |
| Kong Liu (1) | 2025 | 30,000 | 30,000 | |
| Mike Ballardie (3) | 2025 | (4) | ||
| Kirk Taylor (3) | 2025 | (4) | ||
| Stephen Crummey (3) | 2025 | (4) | ||
| Yonah Kalfa (3) | 2025 | (5) | ||
| Rodney Rapson (3) | 2025 | (5) |
| (1) | On November 22, 2024, in connection with the completion of the Acquisition, Thomas Tarala, Hongyu Zhou, Warren Thomson, Chenlong Liu, and Kong Liu were appointed as directors of the Company. |
| (2) | On June 12, 2025, Warren Andrew Thomson resigned from the board of directors of the Company and all committees thereof, effective immediately. |
| (3) | On November 21, 2024, in connection with the completion of the Acquisition, Mike Ballardie, Kirk Taylor, Stephen Crummey, Yonah Kalfa, and Rodney Rapson resigned from the board of directors of the Company, effective immediately. |
| (4) | The Company issued to the director 300,000 shares of common stock for two years of service and 700,000 shares of common stock for extraordinary contributions. |
| (5) | The Company issued to the director 150,000 shares of common stock for one year of service and 350,000 shares of common stock for extraordinary contributions. |
Stock Options/SAR Grants.
None.
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