Zeo ScientifiX, 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
The following table sets forth information concerning the total compensation paid or accrued by the Company during the last two fiscal years indicated to (i) all individuals that served as the Company’s principal executive officer or acted in a similar capacity for the Company at any time during the fiscal years ended October 31, 2025 and October 31, 2024; (ii) all individuals that served as the Company’s principal financial officer or acted in a similar capacity for the Company at any time during the fiscal years ended October 31, 2025 and October 31, 2024; and (ii) the other individuals who were serving as executive officers of the Company at the end of the fiscal year ended October 31, 2025 whose total compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
| Name and Principal Position · Fiscal Year · Salary ($) · Bonus ($) · Stock Awards ($) · Option Awards ($) · Non-equity Incentive Plan Compensation ($) · Nonqualified Deferred Compensation Earnings ($) · All Other Consideration ($) · Total Actually Received ($) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ian T. Bothwell, | 2025 | 250,000 | -0- | -0- | 353,133 | (1) | -0- | -0- | 21,531 | (7) | 624,664 |
| Chief Executive Officer and Chief Financial Officer(1) | 2024 | 245,461 | -0- | -0- | 59,487 | (1) | -0- | -0- | 19,222 | (7) | 324,170 |
| Harry Leider, MD | 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||
| Former Chief Executive Officer(2) | 2024 | 189,583 | -0- | -0- | 133,000 | (2) | -0- | -0- | 47,199 | (6) | 369,782 |
| Dr. George Shapiro, | 2025 | 242,436 | -0- | -0- | 353,133 | (3) | -0- | -0- | -0- | 595,569 | |
| Chief Medical Officer(3) | 2024 | 146,667 | -0- | -0- | 59,487 | (3) | -0- | -0- | -0- | 206,154 | |
| Dr. Peter Everts, | 2025 | 106,333 | -0- | -0- | 19,281 | (4) | -0- | -0- | -0- | 125,614 | |
| Chief Science Officer(4) | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||
| Ron Borsheim, | 2025 | 131,250 | -0- | -0- | 29,167 | (5) | -0- | -0- | -0- | 160,417 | |
| Chief Sales Officer - Aesthetics(5) | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||
| (1) | Mr. Bothwell has served as Chief Executive Officer since December 2025 and served as Interim Chief Executive officer from June 1, 2024 thru December 13, 2024 and Chief Financial Officer of the Company since November 4, 2016. From November 22, 2022, through June 6, 2023, he served as Interim Chief Executive Officer. During the year ended October 31, 2025, Mr. Bothwell received an option to purchase 55,000 shares of common stock of the Company with an aggregate grant value of $157,300. During the year ended October 31, 2024, Mr. Bothwell received an option to purchase 125,000 shares of common stock of the Company with an aggregate grant value of $293,750, of which 83,333 options ($195,833) and 24,306 options ($59,487) vested for the years ended October 31, 2025 and 2024, respectively. See Note 13 to the October 31, 2025 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted. |
| (2) | Dr. Leider served as Chief Executive Officer of the Company from June 6, 2023 until May 31, 2024. During the year ended October 31, 2024, 55,417 options ($133,000) to purchase shares of common stock of the Company awarded to Dr. Leider during the year ended October 31, 2023 vested. See Note 13 to the October 31, 2024 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted. |
All options issued to Dr. Leider, that were not vested amounting to 190,000 at the time of the expiration of his employment agreement were forfeited. In addition, all options issued to Dr. Leider that were vested amounting to 95,000 at the time of the expiration of his employment agreement, were not exercised by August 31, 2024 as required under the Incentive Plan, and as a result expired.
| (3) | Dr. George Shapiro has served as the Chief Medical Officer of the Company since September 2018. During the year ended October 31, 2025, Dr. Shapiro received an option to purchase 55,000 shares of common stock of the Company with an aggregate grant value of $157,300. During the year ended October 31, 2024, Dr. Shapiro received an option to purchase 125,000 shares of common stock of the Company with an aggregate grant value of $293,750, of which 83,333 options ($195,833) and 24,306 options ($59,487) vested for the years ended October 31, 2025 and 2024, respectively. See Note 13 to the October 31, 2024 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted. |
| (4) | Dr. Peter Everts served as Chief Science Officer of the Company from February 1, 2025 until August 1, 2025. In connection with Dr. Everts’ employment agreement, Dr. Everts was issued a warrant to purchase 25,000 shares of common stock of the Company with an aggregate grant value of $77,125, of which 6,250 warrants ($19,281) of costs were amortized for the year ended October 31, 2025. See Note 13 to the October 31, 2025 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted. |
As a result of Dr. Everts’ resignation, all options issued to Dr. Everts in connection with his employment agreement, were forfeited.
| (5) | Ron Borsheim served as Chief Sales Officer – Aesthetics of the Company from April 1 2025 until November 30, 2025. In connection with Mr. Borsheim’s employment agreement, Mr. Borsheim was issued a warrant to purchase 40,000 shares of common stock of the Company with an aggregate grant value of $100,000, of which 11,667 warrants ($29,167) of costs were amortized for the year ended October 31, 2025. See Note 13 to the October 31, 2025 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted. |
As a result of Mr. Borsheim’s termination, all options issued to Mr. Borsheim in connection with his employment agreement, were forfeited.
| (6) | Dr. Leider received benefits totaling approximately $7,199 during the fiscal year ended October 31, 2024. Effective August 12, 2024, the Company and Dr. Leider entered into a settlement agreement and general release whereby the Company agreed to pay Dr. Leider $40,000 in exchange for each party executing mutual releases in connection with the non-renewal of Dr. Leider’s employment agreement. |
| (7) | Ian Bothwell received benefits totaling approximately $21,531 and $19,222 during fiscal years ended October 31, 2025 and 2024, respectively. |
We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.
Executive Employment Agreements
Ian T. Bothwell
The Company is party to an executive employment agreement with Ian T. Bothwell, our Chief Executive Officer and Chief Financial Officer.
Mr. Bothwell’s executive employment agreement, as amended to date, provides for a term expiring on December 31, 2025, an annual base salary currently fixed at $250,000. Mr. Bothwell’s executive employment agreement contains customary confidentiality and non-competition covenants. and specified expense reimbursement allowances.
John G. Kisiday, Ph.D.
The Company has entered into an employment agreement with John D. Kisiday, Ph.D., our Chief Science Officer, effective January 23, 2026. Dr. Kisiday’s Employment Agreement provides for a base salary of $175,000. Dr. Kisiday was also awarded a stock grant of 50,000 shares of common stock under our 2021 Incentive Plan. The stock grant vests as to 20,000 shares on the first anniversary of the of the employment agreement and 30,000 shares on the second anniversary of the employment agreement, contingent upon Dr. Kisiday’s continued employment with the Company. If he brings a commercially viable new product and/or business opportunity to ZEO outside the existing scope of the Company’s current line of business, Dr. Kisiday will be entitled to receive additional compensation therefor.
Dr. Kisiday’s employment with the Company is “At Will” meaning that his employment with the Company and his employment agreement may be terminated by the Company at any time, for any reason or for no reason at all and with or without “Cause” (as defined in the Agreement). Notwithstanding the foregoing, if at any time after the first ninety (90) days of the term, the Company terminates Dr. Kisiday’s employment without Cause or Dr. Kisiday terminates his employment with the Company for “Good Reason” (as defined in the Agreement), Dr. Kisiday will be entitled to receive severance in an amount equal to one quarter (1/4) month’s salary for each successive three (3) months of employment completed.
Outstanding Equity Awards at Fiscal Year-End
| Option Awards · Stock Awards | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name (a) · Number of Securities Underlying Unexercised Options Exercisable (b) · Number of Securities Underlying Unexercised Options Unexercisable (c) · Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (d) · Option Exercise Price (e) · Option Expiration Date (f) · Stock Awards Number of Shares or Units of Stock That Have Not Vested (g) · Market Value of Shares or Units of Stock That Have Not Vested (h) · Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (i) · Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Other Rights That Have Not Vested (j) | ||||||||||
| Ian T. Bothwell | 37,500 | - | - | $5.60 | 02/26/30 | - | - | - | $ | - |
| 150,000 | - | - | $4.00 | 07/13/32 | - | - | - | $ | - | |
| 125,000 | - | - | $2.35 | 07/10/34 | - | - | - | $ | - | |
| 55,000 | - | - | $2.86 | 05/07/30 | - | - | - | $ | - | |
| Dr. George Shapiro | 15,750 | - | - | $4.00 | 07/13/32 | - | - | - | $ | - |
| 125,000 | - | - | $2.35 | 07/10/34 | - | - | - | $ | - | |
| 55,000 | - | - | $2.86 | 05/07/30 | - | - | - | $ | - | |
2021 Plan
In September 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “Award”) to any person who is an employee or director of, or consultant to the Company. The maximum aggregate number of shares that may be issued pursuant to all Awards was 1,250,000 shares. On June 6, 2023, the Company’s board of directors and stockholders holding a majority of the Company’s voting power, approved an increase in the number of shares of the Company’s common stock reserved for issuance under the Company’s 2021 Plan from 1,250,000 shares to 2,500,000 shares.
The 2021 Plan is administered by (a) the board of the directors of the Company; or (b) a committee designated by the board, which Committee shall be constituted in such a manner as to satisfy the applicable laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such committee shall continue to serve in its designated capacity until otherwise directed by the board. The board of directors may at any time amend, suspend, or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable laws.
As of October 31, 2025, a total of 1,595,482 Awards (net of 1,243,647 Awards redeposited for future issuance) that have been awarded under the 2021 Plan remain issued and outstanding. As of October 31, 2024, a total of 1,386,288 Awards (net of 1,211,500 Awards redeposited for future issuance) that have been awarded under the 2021 Plan were issued and outstanding.
Compensation of Directors Table
The following table summarizes all compensation paid to our non-executive directors for the fiscal year ended October 31, 2025.
| Name | Fees Earned Or Paid In Cash ($) | Option/Equity Awards (#) | Non-Equity Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| Chuck Bretz | - | 10,000 | - | - | - | - |
| Jerry Glauser | - | 10,000 | - | - | - | - |
| Leathem Stearn | - | 10,000 | - | - | - | - |
| Gurvinder Pal Singh | - | 10,000 | - | - | - | - |
Narrative Disclosure to the Director Compensation Table
Each of our non-executive directors will be party to a Director’s Service Agreement. Pursuant to that agreement, non-employee directors will be compensated for their services by the annual issuance of warrants to acquire up to 5,000 shares of the Company’s common stock at an exercise price equal to fair market value of the common stock as of the date of grant (the “Director Warrants”).
On May 8, 2025, under its Incentive Plan, the Board approved the granting of Director Warrants to purchase an aggregate 40,000 shares of its common stock. 28,000 of the options vest immediately and 12,000 of the options vest over a 5-month period, expire five years from the date of grant at an exercise price of $2.86 per share and had an aggregate fair value of $114,400 at the date of grant.
The Director Warrants are subject to continued service by the director as a member of the board of directors. The agreement will also provide for indemnification of directors to the fullest extent permitted by Nevada law.
It is contemplated that non-executive directors will be granted a comparable amount of Director Warrants or stock options for each year of service. The Company has not yet authorized or issued Director Warrants or stock options for the year of service of its non-executive directors, which commenced on September 23, 2025.
Non-employee directors are also reimbursed for out-of-pocket costs incurred in connection with attending meetings.
Code of Ethics
Due to our small size, we have not adopted a Code of Ethics and Business Conduct that applies to our officers, directors and employees. We intend to adopt a Code of Ethics and Business Conduct in the near future as we grow our operations and hire additional employees.
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