Nixxy, Inc.

Summary Compensation Table

The following information is related to all plan and non-plan compensation awarded to, earned by, or paid by us for the years ended December 31, 2024 and December 31, 2023, for all individuals serving as our principal executive officer or acting in a similar capacity during the year ended December 31, 2024, and our two most compensated executive officers, other than the principal executive officer, serving at December 31, 2024 whose total compensation exceeded $100,000 (the “Named Executive Officers”).

Summary Compensation Table

Named Executive Officer Employment Agreements

In February 2024, the Board of Directors entered into an agreement with Evan Sohn and Miles Jennings to eliminate the severance and certain bonus and target portions of their Employment Agreements in exchange for equity compensation. On September 26, 2024, the Board issued 140,187 shares of the Company’s common stock to each of Miles Jennings and Evan Sohn pursuant to this agreement.

Executive Incentive Program

Performance Bonuses

For fiscal 2023, each of our named executive officers was eligible to receive an award under the annual executive cash incentive program as follows per the terms of their respective employment agreements: (i) up to 150% of annual base salary for Mr. Sohn, and (ii) up to 75% of annual base salary for Mr. Jennings. The performance bonuses, as well as severance payments, were canceled in lieu of equity grants.

The Compensation Committee has the authority to grant discretionary equity awards to our executive officers, including our non-statutory stock options, under the 2017 Plan, 2021 Equity Incentive Plan (the “2021 Plan”), and 2024 Equity Incentive Plan (the “2024 Plan”).

In Fiscal year 2022 and 2023, the Compensation Committee approved the following grants to our Named Executive Officers, including 8,333 option shares to Miles Jennings on August 30, 2022, 16,666 option shares to Evan Sohn on August 30, 2022, 5,000 option shares to Judy Krandel on August 30, 2022, and an additional 3,333 option shares on June 8, 2023.

On July 11, 2024, the Board approved to compensate Granger Whitelaw, Chief Executive Officer of the Company at that time, with 250,000 shares of Company common stock.

Outstanding Equity Awards at December 31, 2024

As of December 31, 2024 there were no unexercised options, shares that have not vested, and equity incentive plan awards for our Named Executive Officers.

Compensation of Non-Employee Directors

We do not compensate employees for serving as members of our Board. Our non-employee directors receive compensation for their service as directors and members of committees of the Board, consisting of cash and equity awards. In January 2021, our Compensation Committee approved an annual retainer to be paid to each non-employee director in the amount of $20,000 in cash. In January 2022, the Board also approved an incremental stipend of $5,000 to all committee chairpersons, $3,500 for all non-chairperson members of the audit committee, and $2,500 for all non-chairperson members of the nominating and compensation committee. With respect to our non-employee directors, the Board approved one-year stock options to purchase 1,000 shares of our Common Stock at an exercise price of $36.00 for the year 2021. The options shall vest in equal quarterly amounts beginning on the effective date and ending on the first anniversary of the effective date of the grant. In addition, directors are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as board and committee members. Under the 2017 and 2021 Plans, our non-employee directors receive grants of stock options as compensation for their services on the Board.

For the years ended 2024 and 2023, our non-employee directors were compensated as follows in the table below: