Nixxy, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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FY2025 · Filed Apr 15, 2026
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Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth information concerning compensation awarded to, earned by, or paid to our Named Executive Officers for the fiscal years ended December 31, 2025 and 2024.
For purposes of this disclosure, “Named Executive Officers” include (i) our principal executive officer serving during fiscal 2025 and (ii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers on December 31, 2025.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Mike Schmidt, | 2025 | 105,000 | – | 174,000 | – | – | – | 279,000 |
| Chief Executive Officer (1) | 2024 | – | – | – | – | – | – | – |
| MeiLin Yu, | 2025 | 14,000 | – | – | – | – | – | 14,000 |
| Chief Financial Officer (2) | 2024 | – | – | – | – | – | – | – |
| Miles Jennings, | 2025 | 230,000 | 332,581 | – | – | 30,000 | 592,581 | – |
| former Chief Executive Officer (3) | 2024 | 200,082 | – | 336,449 | – | – | – | 536,531 |
| Evan Sohn, | 2025 | – | – | 774,300 | – | – | 60,000 | 834,300 |
| former Chief Executive Officer | 2024 | 21,581 | – | 336,449 | – | – | 37,000 | 395,030 |
| Adam Yang, | 2025 | 103,326 | – | 105,500 | – | – | – | 208,826 |
| former Chief Financial Officer | 2024 | 31,332 | – | – | – | – | – | 31,332 |
| Debra Chen Volpone, | 2025 | 5,000 | – | – | – | – | 375,000 | 380,000 |
| former Chief Executive Officer | 2024 | – | – | – | – | – | – | – |
| (1) | Mr. Schmidt has served as Chief Executive Officer from May 2025. |
| (2) | Ms. Yu has served as our Chief Financial Officer since December 2025. |
| (3) | Mr. Jennings served as Interim Chief Executive Officer from February 2025 to May 2025 and previously served as President and Chief Operating Officer. |
The amounts reported in the “Stock Awards” column represent the grant date fair value of awards computed in accordance with ASC 718. The assumptions used in calculating these amounts are described in Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K.
Employment Agreements
Yu-san “Debra” Chen Volpone
In January 2025, the Company entered into an employment agreement with Yu-san “Debra” Chen Volpone. In connection with Chen Volpone’s appointment as the Company’s Chief Executive Officer of the Company, effective January 1 2025, the Company entered into an Employment Agreement (the “Employment Agreement”) with Ms. Chen Volpone for a term of one year (the “Initial Term”), with an automatic six-month extension unless either the Company or Ms. Chen Volpone provide written notice no more than ninety (90) days before and no less than ten (10) days prior to the expiration of the Initial Term. Ms. Chen Volpone shall receive a salary during the Initial Term of $350,000.
In February 2025, Ms. Volpone resigned as Chief Executive Officer.
Mike Schmidt
In May 2025, the Company entered into an employment agreement with Mr. Mike Schmidt to serve as Chief Executive Officer with an initial base salary of $10,000 per month and an award of 100,000 restricted stock units vesting quarterly over twelve months.
In December 2025, in connection with his separation from the Company, Mr. Miles Jennings received $30,000 cash payments and 30,000 restricted stock units that vested immediately pursuant to a separation agreement.
Compensation of Non-Employee Directors
The following table sets forth compensation paid to our non-employee directors for the fiscal year ended December 31, 2025.
| Name | Year | Fees Earned or Paid in Cash ($) | Equity Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Lillian Mbeki | 2025 | 30,000 | 608,000 | – | 638,000 |
| 2024 | 16,667 | – | – | 16,667 | |
| Elsa Sung | 2025 | 36,000 | 608,000 | – | 644,000 |
| 2024 | – | – | – | – | |
| David Kratochvil | 2025 | 30,000 | 608,000 | 638,000 | |
| 2024 | – | – | – | – | |
| Ashissh Raichura | 2025 | 22,500 | 170,000 | 192,500 | |
| 2024 | – | – | – | – |
Outstanding Equity Awards at December 31, 2025
As of December 31, 2025, an aggregate of 137,499 shares of the Company's common stock subject to granted director equity awards remained unvested.
The Board hasnot established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material nonpublic information (“MNPI”) and do not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.
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