Kaival Brands Innovations Group, Inc.
For the period ended Oct 31, 2025. Filed Jan 29, 2026.
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FY2025 · Filed Jan 29, 2026
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Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers, which is defined herein as (i) all individuals serving or having served as our principal executive officer or officers during the year ended October 31, 2025, (ii) each of our two other most highly compensated executive officers who were serving as executive officers at the end of the year ended October 31, 2025, and (iii) any individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer as of the fiscal year ended October 31, 2025.
| Name and principal position · Fiscal Year Ended October 31, · Salary ($) · Bonus ($) · Stock Awards ($) · Option Awards ($) (1) · Non-Equity Incentive Plan Compensation ($) · Nonqualified Deferred Compensation Earnings ($) · Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Nirajkumar Patel, Former Interim CEO , Chief Science & Regulatory Officer and Director (2) | 2024 | 241,499 | 0 | 0 | 0 | 0 | 0 | 241,499 | |
| 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Eric Mosser, former CEO, President, and Director (3) | 2024 | 129,549 | 0 | 0 | 0 | 0 | 0 | 129,549 | |
| 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Mark Thoenes, Interim CEO and Director | 2024 | 74,583 | (6) | 0 | 0 | 0 | 0 | 0 | 74,583 |
| 2025 | 300,000 | 0 | 589,000 | 0 | 0 | 0 | 889,000 | ||
| Thomas Metzler, Former CFO (4) | 2024 | 83,112 | 0 | 0 | 0 | 0 | 0 | 83,112 | |
| 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Stephen Sheriff, Former COO (5) | 2024 | 88,352 | 0 | 0 | 0 | 0 | 0 | 88,352 | |
| 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Eric Morris, Interim CFO | 2024 | 168,960 | 1,500 | 0 | 0 | 0 | 0 | 170,460 | |
| 2025 | 234,276 | 23,000 | 731,500 | 0 | 0 | 0 | 988,776 | ||
| (1) | Reflects the fair value of stock awards during the years in accordance with FASB ASC 718, Compensation–- Stock Compensation, using actual forfeitures that were immaterial. For valuation assumptions related to the 2023 option awards, refer to Note 2, “Share-Based Compensation,” to the accompanying audited consolidated financial statements for the year ended October 31, 2024. |
| (2) | Mr. Nirajkumar Patel resigned from the Company on September 7, 2024, upon his passing. |
| (3) | Mr. Mosser resigned from the Company on March 8, 2024. |
| (4) | Mr. Metzler resigned from the Company on February 20, 2024. |
| (5) | Mr. Sheriff resigned from the Company on February 22, 2024. |
| (6) | Consulting fees pursuant to the Consulting Agreement (as defined below). See “Narrative Discussion” for additional information. |
Narrative Discussion
The following is a narrative discussion of the material information that we believe is necessary to understand disclosed in the foregoing Summary Compensation Table. The following narrative disclosure is separated into sections, with a separate section for each of our named executive officers.
Nirajkumar Patel
During the fiscal year ended October 31, 2024, we paid a base salary of approximately $241,499 to Nirajkumar Patel, our former CEO, Chief Science & Regulatory Officer.
Eric Mosser
During the fiscal year ended October 31, 2025, we paid a base salary of approximately zero to Eric Mosser, our former CEO, compared to a base salary of approximately $129,549 for the fiscal year ended October 31, 2024.
Mark Thoenes
During the fiscal year ended October 31, 2025, we paid a base salary of approximately $300,000 to Mark Thoenes, our Interim CEO, compared to a base salary of approximately $74,583 for the fiscal year ended October 31, 2024.
We issued the following stock compensation to Mr. Thoenes during fiscal years 2024 and 2025:
| Vesting and/or Issuance Date | Number of Shares of our Common Stock | Price Per Share | Aggregate Value |
|---|---|---|---|
| 1/6/2025 | 620,000 | 0.95 | 589,000 |
| 4/23/2024 | 10,000 | 3.84 | 38,400 |
Thomas Meztler
During the fiscal year ended October 31, 2025, we paid a base salary of approximately zero to Thomas Meztler, our former CFO, compared to a base salary of approximately $83,112 for the fiscal year ended October 31, 2024.
Stephen Sheriff
During the fiscal year ended October 31, 2025, we paid a base salary of approximately zero to Stephen Sheriff, our former COO, compared to a base salary of approximately $88,352 for the fiscal year ended October 31, 2024.
Eric Morris
During the fiscal year ended October 31, 2025, we paid a base salary of approximately $213,000 to Eric Morris, our Interim CFO, compared to a base salary of approximately $168,960 for the fiscal year ended October 31, 2024.
| Vesting and/or Issuance Date | Number of Shares of our Common Stock | Price Per Share | Aggregate Value |
|---|---|---|---|
| 1/6/2025 | 770,000 | 0.95 | 731,500 |
Potential Payments Upon Termination or Change-of-Control
Other than the stock options mentioned above in “Outstanding Equity Awards at Fiscal Year-End”, none of our named executive officers are entitled to any payments upon termination or change-of-control.
Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide retirement or similar benefits for our named executive officers.
Director Compensation
In fiscal year 2025, we compensated our independent directors as follows:
| Name of Director | Fees Earned or Paid in Cash | Equity Awards | Total |
|---|---|---|---|
| David Worner | 50,000 | 494,000 | 544,000 |
| Mark Thoenes | 50,000 | 589,000 | 639,000 |
| Ashesh Modi | 50,000 | 494,000 | 544,000 |
| Ketankumar Patel | 50,000 | 494,000 | 544,000 |
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