FOCUS UNIVERSAL INC.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 11. Executive Compensation
Compensation of Officers
The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2025 and 2024 awarded to, earned by or paid to our executive officers.
Summary Compensation Table
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
|---|---|---|---|---|---|---|---|---|---|
| Name and Principal · Salary · Bonus · Stock Awards · Option Awards · Non-Equity Incentive Plan Compensation · Change in Pension Value & Non-qualified Deferred Compensation Earnings · All Other Compensation · Totals | |||||||||
| Position | Year | ($)* | ($) | ($) | ($) | (S) | ($) | ($) | ($) |
| Desheng Wang | 2025 | 120,000 | 0 | 0 | 6,854 | 21,020 | 0 | 0 | 147,874 |
| CEO, Secretary and Director | 2024 | 120,000 | 0 | 0 | 29,595 | 21,020 | 0 | 0 | 170,615 |
| Irving Kau | 2025 | 200,000 | 0 | 0 | 0 | 4,560 | 0 | 0 | 204,560 |
| Chief Financial Officer | 2024 | 200,000 | 0 | 0 | 0 | 4,741 | 0 | 0 | 204,741 |
Narrative Disclosure Requirement for Summary Compensation Table
Compensation
Dr. Desheng Wang entered into an employment agreement with the Company whereby the Company agreed to pay Dr. Wang a salary of $120,000 per year, payable monthly, for his services as Chief Executive Officer, effective as of November 1, 2018. We have not provided our other named executive officers with perquisites or other personal benefits. Irving Kau was appointed as the Company’s Chief Financial Officer on November 18, 2022. Mr. Kau has executed and employment agreement with the Company, dated November 3, 2021, for the provision of services as VP of Finance. Mr. Kau’s employment agreement included a salary and certain equity incentive. Mr. Kau would receive up to 150 shares of the Company’s common stock per year, vesting in 4 installments of 38 shares at the end of each calendar quarter, provided that certain metrics are achieved. No other officer or director has formally entered into any compensation arrangement for services provided under consulting agreements or employment agreements.
Retirement, Resignation or Termination Plans
We sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our company or as a result of a change in the responsibilities of an executive following a change in control of our company.
Directors’ Compensation
The persons who served as affiliated members of our Board of Directors, including executive officers, did not receive any cash compensation for services as directors in 2024 or 2025. As of the date of this report, no director has formally entered into any compensation arrangement for services provided under consulting agreements or employment agreements.
As of the date of this annual report, all directors have been issued 225 options per person pursuant to our 2018 Stock Option Plan and such options will vest over a period of one year. In 2025 and 2024, all independent directors were paid $40,000 cash.
Option Exercises and Stock Vested
On December 17, 2018, the Company adopted the 2018 Stock Option Plan (the “2018 Stock Option Plan”) whereby the Company reserved for issuance 10,000 shares of common stock and agreed that such shares shall, when issued and paid for in accordance with the provisions of the 2018 Stock Option Plan, constitute validly issued, fully paid and non-assessable shares of common stock.
Pension Benefits and Nonqualified Deferred Compensation
The Company does not maintain any qualified retirement plans or non-nonqualified deferred compensation plans for its employees or directors.
Director and Executive Officer Outstanding Equity Awards at Fiscal Year-End
The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of December 31, 2025.
| Option Awards | Stock Awards | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned | Option Exercise Price | Option Expiration | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not | |
| Name | Exercisable | Unexercisable | Options (#) | ($) | Date | (#) | Vested | Vested | Vested |
| Edward Lee - Chairman(1) | 450 | – | – | 380.00 | August 6, 2029 | – | – | – | – |
| 225 | – | – | 200.00 | December 10, 2030 | – | – | – | – | |
| 225 | – | – | 591.00 | December 30, 2031 | – | – | – | – | |
| 225 | – | – | 427.00 | December 30, 2032 | – | – | – | – | |
| 225 | – | – | 149.00 | December 31, 2033 | – | – | – | – | |
| 225 | – | – | 47.50 | December 31, 2034 | – | – | – | – | |
| 225 | – | – | 34.50 | December 31, 2035 | – | – | – | – | |
| Desheng Wang - CEO, Secretary | 450 | – | – | 380.00 | August 6, 2029 | – | – | – | – |
| 225 | – | – | 200.00 | December 10, 2030 | – | – | – | – | |
| 225 | – | – | 591.00 | December 30, 2031 | – | – | – | – | |
| 225 | – | – | 427.00 | December 30, 2032 | – | – | – | – | |
| 225 | – | – | 149.00 | December 31, 2033 | – | – | – | – | |
| 225 | – | – | 47.50 | December 31, 2034 | – | – | – | – | |
| 225 | – | – | 34.50 | December 31, 2035 | – | – | – | – | |
| Irving Kau - CFO | – | – | – | – | – | – | – | – | |
| Michael Pope - Chairman(2) | 94 | – | – | 591.00 | December 30, 2031 | – | – | – | – |
| 225 | – | – | 427.00 | December 30, 2032 | – | – | – | – | |
| 225 | – | – | 149.00 | December 31, 2033 | – | – | – | – | |
| 225 | – | – | 47.50 | December 31, 2034 | – | – | – | – | |
| 225 | – | – | 34.50 | December 31, 2035 | – | – | – | – | |
| Carine Clark | 450 | – | – | 380.00 | August 6, 2029 | – | – | – | – |
| 225 | – | – | 200.00 | December 10, 2030 | – | – | – | – | |
| 225 | – | – | 591.00 | December 30, 2031 | – | – | – | – | |
| 225 | – | – | 427.00 | December 30, 2032 | – | – | – | – | |
| 225 | – | – | 149.00 | December 31, 2033 | – | – | – | – | |
| 225 | – | – | 47.50 | December 31, 2034 | – | – | – | – | |
| 225 | – | – | 34.50 | December 31, 2035 | – | – | – | – | |
| Sean Warren | 225 | – | – | 427.00 | December 30, 2032 | – | – | – | – |
| 225 | – | – | 149.00 | December 31, 2033 | – | – | – | – | |
| 225 | – | – | 47.50 | December 31, 2034 | – | – | – | – | |
| 225 | – | – | 34.50 | December 31, 2035 | – | – | – | – | |
(1) As of December 31, 2025, Edward Lee was the Chairman of our Board of Directors.
(2) As of March 27, 2026, Michael Pope was appointed as the Chairman of our Board of Directors.
Narrative Disclosure Requirement Regarding Awards of Options
The Board of Directors and Compensation Committee generally have approved equity grants (including stock options) to our directors at their meetings in or around December of each fiscal year for the next fiscal year. The equity awards usually are granted on the first trading day of the new fiscal year. The dates for those Board and Committee meetings generally are set a year in advance and on a fairly consistent cadence year over year.
Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
We donot grant equity awards in anticipation of the release of material 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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