Cavitation Technologies, Inc.
For the period ended Jun 30, 2025. Filed Sep 29, 2025.
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FY2025 · Filed Sep 29, 2025
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Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth a summary of cash and non-cash compensation awarded, earned or paid for services rendered to us during the years ended June 30, 2025 and 2024 by our “named executive officers,” consisting of (i) each individual serving as principal executive officer, and (ii) our Chief Financial Officer/Chief Operating Officer, our other executive officer.
| Year | Salary | Bonus | Stock Awards | Warrant Awards | Non-Equity Incentive Plan Compensation | Changes in Pension Value and Non-Qualified Deferred Compensation | All Other Compensation | Totals | |
|---|---|---|---|---|---|---|---|---|---|
| Naum Voloshin | 2025 | $187,200 | $– | $– | $39,200 | $– | $– | $– | $226,400 |
| Principal Executive & Principal Accounting Officer | 2024 | $166,305 | $– | $– | $– | $– | $– | $– | $166,305 |
| James W. Creamer | 2025 | $– | $– | $– | $– | $– | $– | $– | $– |
| Chief Financial Officer (1) | 2024 | $20,000 | $– | $– | $– | $– | $– | $– | $20,000 |
| (1) | Mr. Creamer was named the Company’s Chief Financial Officer on October 21, 2022 and resigned from that position on September 14, 2023. |
Outstanding Equity Awards at Fiscal Year-End
The table below reflects all outstanding equity awards made to each of the named executive officers that are outstanding as of June 30, 2025.
| Restricted Stock Awards | ||||
|---|---|---|---|---|
| Name | Restricted Stock grant date | Number of securities Underlying Restricted Stock Awards # Exercisable | Number of securities Underlying Restricted Stock Awards # Unexercisable | Restricted Stock Awards Grant Price |
| Naum Voloshin | 6/21/2022 | 4,000,000 | – | 0.05 |
| Principal executive and Principal Accounting Officer | ||||
The fair value of each restricted stock grant is the market value of the stock on the grant date.
Employment Agreements
Our executive officers work as at-will employees.
Code Section 162(m) Provisions
Section 162(m) of the U.S. Internal Revenue Code, or the Code, generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to the Chief Executive Officer or any of the four most highly compensated officers. Performance-based compensation arrangements may qualify for an exemption from the deduction limit if they satisfy various requirements under Section 162(m). Although we consider the impact of this rule when developing and implementing our executive compensation programs, we believe it is important to preserve flexibility in designing compensation programs. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m) of the Code. While our stock options are intended to qualify as “performance-based compensation” (as defined by the Code), amounts paid under our other compensation programs may not qualify as such.
2023 Director Compensation
The following table sets forth information for the fiscal year ended June 30, 2025 regarding the compensation of our directors who at June 30, 2025 were not also named executive officers.
| Fees · Non-equity | |||||||
|---|---|---|---|---|---|---|---|
| Earned · inventive · Non-qualified · All | |||||||
| or paid · Stock · Option · plan · deferred · other | |||||||
| in cash | Awards | Awards | compensation | compensation | compensation | Total | |
| Name | ($) | ($) | ($) | ($) | Earnings | ($) | ($) |
| James Fuller | $– | $– | $– | $– | $– | $– | $– |
| Jerry Bailey | $– | $10,000 | $– | $– | $– | $5,000 | $15,000 |
| Peter Christos | $– | $10,000 | $– | $– | $– | $– | $10,000 |
As of June 30, 2025, the following table sets forth the number of aggregate outstanding option awards held by each of our directors who were not also named executive officers:
Aggregate
Number of
Name · Option Awards
–
Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
We do not grant equity awards in anticipation of the release ofmaterial nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
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