FRANKLIN WIRELESS CORP
For the period ended Dec 22, 2025. Filed Nov 12, 2025.
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Dec 22, 2025 · Filed Nov 12, 2025
Contents
PAY VERSUS PERFORMANCE
We are providing the following disclosure regarding executive compensation for our CEO and other Named Executive Officers (“NEOs”), our total shareholder return and that of our selected peer group, our net income and the most important “financial performance measure” used by us to link executive pay with company performance. This reporting is subject to SEC rules. Those rules require amounts included in the “compensation actually paid” columns of the table to be calculated according to a particular formula intended to demonstrate the relationship between “compensation actually paid” to a company’s NEOs and the company’s performance. The formula reflects a number of fair value adjustments to equity awards intended to show the change in value of those awards from one year to another. They do not reflect, however, the precise amounts actually earned by or paid to our executives during the years shown in the table.
For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”
The following table presents information regarding our executive compensation pay relative to corporate performance of our principal executive officers (“PEO”) and non-PEO named executive officers (“NEOs”) for Fiscal Years 2023, 2024 and 2025.
| Year · Summary Compensation Table Total for PEO, OC Kim · Compensation Actually Paid to PEO, OC Kim · Average Summary Compensation Table Total for Non-PEO Named Executive Officers · Average Compensation Actually Paid to Non-PEO Named Executive Officers · Value of Initial Fixed $100 Investment Based on Total Shareholder Return (1) · Net Income (Loss) Attributable to Parent Company | |||||||
|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (g) | |||||||
| 2025 | $2,821,068 | $1,071,068 | (2) | $202,691 | $202,691 | $31.86 | $(243,101) |
| 2024 | $800,000 | $300,000 | $320,000 | $320,000 | $14.51 | $(3,964,016) | |
| 2023 | $675,000 | $300,000 | $144,482 | $144,482 | $17.67 | $(2,863,021) | |
| (1) | Represents the value of a $100 investment in the Company’s shares as of June 30, 2022, valued again on each of June 30, 2023, 2024 and 2025. Because the Company has not historically paid dividends and has experienced net losses during the periods presented, changes in TSR primarily reflect movements in the market price of the Company’s Common Stock. |
| (2) | The $1,071,068 includes the $746,067 from an Option Repurchase transaction with Mr. Kim. |
The Summary Compensation Table (“SCT”) totals reported for the PEO and the average of the other NEOs for each year were subject to the adjustments summarized in the two tables below as required by SEC Regulation S-K Item 402(v)(2)(iii) to calculate “compensation actually paid.” Equity values are calculated in accordance with FASB ASC Topic 718. Valuation assumptions used to calculate fair values at the times indicated in the two tables below did not materially differ from those disclosed at the time of grant except for the stock price, percentage of volatility, risk free rate and the term used to calculate the valuations. The following table shows the adjustments made to the SCT totals to calculate “compensation actually paid”:
| 2025 · 2024 · 2023 | ||||||
|---|---|---|---|---|---|---|
| PEO, OC KIM · Average Non-PEO NEOs · PEO, OC Kim · Average Non-PEO NEOs · PEO, OC Kim · Average Non-PEO NEOs | ||||||
| Total Compensation from Summary Compensation Table | $2,821,068 | $202,691 | $800,000 | $320,000 | $675,000 | $144,482 |
| Adjustments for Compensation Accrued | ($1,750,000) | $0 | ($500,000) | $0 | ($375,000) | $0 |
| Adjustments for Equity Awards | $0 | $0 | $0 | $0 | $0 | $0 |
| Adjustment for grant date values in the Summary Compensation Table | $0 | $0 | $0 | $0 | $0 | $0 |
| Year-end fair value of unvested awards granted in the current year | $0 | $0 | $0 | $0 | $0 | $0 |
| Year-over-year difference of year-end fair values for unvested awards granted in prior years | $0 | $0 | $0 | $0 | $0 | $0 |
| Fair values at vest date for awards granted and vested in current year | $0 | $0 | $0 | $0 | $0 | $0 |
| Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $0 | $0 | $0 | $0 | $0 | $0 |
| Total Adjustments for Equity Awards | $0 | $0 | $0 | $0 | $0 | $0 |
| Compensation Actually Paid (as calculated) | $1,071,068 (1) | $202,691 | $300,000 | $320,000 | $300,000 | $144,482 |
| (1) | The $1,071,068 includes the $746,067 from an Option Repurchase transaction with Mr. Kim. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.