{"url_path":"/sec/alzn/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 ****EXECUTIVE COMPENSATION**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1677077/0001214659-26-008832-index.html","accession_number":"0001214659-26-008832","cik":"0001677077","ticker":"ALZN","issuer_name":"Alzamend Neuro, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1677077/0001214659-26-008832-index.html","primary_entity_key":"0001677077","primary_entity_name":"Alzamend Neuro, Inc."},"word_count":4360,"has_tables":true,"body_markdown":"**ITEM 11.****EXECUTIVE COMPENSATION**\n\n \n\n**Summary Compensation Table**\n\n \n\nThe following table sets forth\nsummary compensation information for the following persons: (i) all persons serving as our principal executive officer during the years\nended April 30, 2026 and 2025, and (ii) up to our two other most highly compensated executive officers who received compensation\nduring the years ended April 30, 2026 and 2025, who were executive officers on the last day of our fiscal year. We refer to\nthese persons as our “named executive officers” in this Annual Report. The following table includes all compensation earned\nby the named executive officers for the respective period, regardless of whether such amounts were actually paid during the period: \n\n \n\nName and principal position \nYear  \nSalary ($)  \nBonus\n($)  \nStock\naward\n($)  \nOption\nAwards  \n($)  \n**All Other Compensation(1) ($)**  \nTotal ($) \n\nStephan S. Jackman \n 2026  \n 350,000  \n 80,000  \n —  \n 349,583  \n 19,832  \n 799,415 \n\nChief Executive Officer \n 2025  \n 350,000  \n 100,000  \n —  \n —  \n 18,288  \n 468,288 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nDavid J. Katzoff \n 2026  \n 150,000  \n —  \n —  \n 233,055  \n —  \n 383,055 \n\nChief Financial Officer \n 2025  \n 150,000  \n —  \n —  \n —  \n —  \n 150,000 \n\n \n\n(1)The amounts included in “All Other Compensation” consist of health insurance benefits.\n\n \n\n**Employment Agreements**\n\n \n\nNone.\n\n \n\n - 58 - \n\n \n\n \n\n**Policies on Ownership, Insider Trading, 10b5-1\nPlans and Hedging**\n\n \n\nWe do not have formal stock\nownership guidelines for our employees or directors, because the Board is satisfied that stock and option holdings among our employees\nor directors are sufficient at this time to provide motivation and to align this group’s interests with those of our stockholders.\n\n \n\nWe have established an insider\ntrading policy that provides guidelines to, and imposes restrictions on, officers, directors and employees with respect to transactions\nin our securities. Our insider trading policy prohibits certain actions by such individuals relating to buying and selling our common\nstock, and discourages certain other actions in other situations. Such individuals are authorized to enter into trading plans established\naccording to Section 10b5-1 of the Exchange Act with an independent broker-dealer. Under these plans, the individual must not exercise\nany influence over the amount of the securities to be traded, the price at which they are to be traded or the date of the trade. The plan\nmust either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent\nthird party. Such plans provide a defense from insider trading liability.\n\n \n\nWe have not adopted any hedging\npolicies.\n\n \n\n**Policies and Practices Related to the Grant\nof Certain Equity Awards Close in Time to the Release of Material Nonpublic Information**\n\n \n\nWe do not have any formal\npolicy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times. The timing\nof any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event\ngiving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). As a result, in\nall cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material nonpublic\ninformation, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based\ncompensation.\n\n \n\nDuring the fiscal year ended\nApril 30, 2026, there were no equity grants made to our executive officers during any period beginning four business days before the filing\nof a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing\nof such report with the SEC.\n\n \n\n**Outstanding Equity Awards at Fiscal Year End**\n\n \n\nThe following table provides\ninformation on outstanding equity awards as of April 30, 2026 awarded to our named executive officers:\n\n \n\n  \nOUTSTANDING EQUITY AWARDS AT APRIL 30, 2026 \n\nName \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions (#)\nExercisable  \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions (#)\nUnexercisable  \n\n**Option Awards**\n\n**Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)**\n  \nOption\nExercise\nPrice ($)  \nOption\nExpiration Date\n\nStephan Jackman \n 740  \n 741  \n 741  \n 1,579.50  \n11/29/2032\n\n  \n 225,000  \n 225,000  \n -  \n 2.33  \n11/13/2035\n\n David J. Katzoff \n 296  \n -  \n -  \n 1,350.00  \n1/21/2029\n\n  \n 630  \n -  \n -  \n 2,025.00  \n11/1/2029\n\n  \n 185  \n -  \n -  \n 2,025.00  \n11/26/2029\n\n  \n -  \n 741  \n 741  \n 2,025.00  \n11/18/2029\n\n  \n 150,000  \n 150,000  \n -  \n 2.33  \n11/13/2035\n\n \n\n**Incentive Compensation Plans**\n\n** **\n\n**2016 Stock Incentive Plan**\n\n \n\nIn April 2016, our stockholders\napproved our company’s 2016 Stock Incentive Plan (the “2016 Plan”). The 2016 Plan provides for the issuance of a maximum\nof 9,259 shares of our common stock to be offered to our directors, officers, employees and consultants. On March 1, 2019, our stockholders\napproved an additional 5,556 shares to be available for issuance under the 2016 Plan. Options granted under the 2016 Plan have an exercise\nprice equal to or greater than the fair value of the underlying common stock at the date of grant and become exercisable based on a vesting\nschedule determined at the date of grant. The options expire between five and 10 years from the date of grant. Restricted stock awards\ngranted under the 2016 Plan are subject to a vesting period determined at the date of grant. In November 2025, the Board adopted a resolution\nto terminate the 2016 Plan once the outstanding options granted under the 2016 Plan had been exercised, cancelled or expired. As a result,\nno new grants will be made from the 2016 Plan.\n\n** **\n\n - 59 - \n\n \n\n** **\n\n**2021 Stock Incentive Plan**\n\n \n\nIn February 2021, our\nstockholders approved our company’s 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance\nof a maximum of 7,407 shares of our common stock to be offered to our directors, officers, employees and consultants. Options granted\nunder the 2021 Plan have an exercise price equal to or greater than the fair value of the underlying common stock at the date of grant\nand become exercisable based on a vesting schedule determined at the date of grant. The options expire ten years from the date of\ngrant. Restricted stock awards granted under the 2021 Plan are subject to a vesting period determined at the date of grant. In November\n2025, the Board adopted a resolution to terminate the 2021 Plan once the outstanding options granted under the 2021 Plan had been exercised,\ncancelled or expired. As a result, no new grants will be made from the 2021 Plan.\n\n \n\n**2025 Stock Incentive Plan**\n\n \n\nIn April 2026, our stockholders\napproved our company’s 2025 Stock Incentive Plan (the “2025 Plan”). The 2025 Plan authorizes the grant to eligible individuals\nof (1) stock options (incentive and non-statutory), (2) restricted stock, (3) stock appreciation rights, or SARs, (4) restricted\nstock units, and (5) other stock-based compensation.\n\n \n\n*Stock Subject to the 2025\nPlan.*   The maximum number of shares of our common stock that may be issued under the 2025 Plan is 1,600,000 shares,\nwhich number will be increased to the extent that compensation granted under the 2025 Plan is forfeited, expires or is settled for cash\n(except as otherwise provided in the 2025 Plan). Substitute awards (awards made or shares issued by us in assumption of, or in substitution\nor exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company that we acquire\nor any subsidiary of ours or with which we or any subsidiary combines) will not reduce the shares authorized for grant under the 2025\nPlan, nor will shares subject to a substitute award be added to the shares available for issuance or transfer under the 2025 Plan.\n\n \n\n*No Liberal Share Recycling.*   Notwithstanding\nanything to the contrary, any and all stock that is (i) withheld or tendered in payment of an option exercise price; (ii) withheld\nby us or tendered by the grantee to satisfy any tax withholding obligation with respect to any award; (iii) covered by a SAR that\nit is settled in stock, without regard to the number of shares of stock that are actually issued to the grantee upon exercise; or (iv) reacquired\nby us on the open market or otherwise using cash proceeds from the exercise of options, will not be added to the maximum number of shares\nof stock that may be issued under the 2025 Plan.\n\n \n\n*Eligibility.*   Employees\nof, and consultants to, our company or our affiliates and members of our Board are eligible to receive equity awards under the 2025 Plan.\nOnly our employees, and employees of our parent and subsidiary corporations, if any, are eligible to receive incentive stock options.\nEmployees, directors (including non-employee directors) and consultants of or for our company and our affiliates are eligible to receive\nnon-statutory stock options, restricted stock, purchase rights and any other form of award the 2025 Plan authorizes.\n\n \n\n*Purpose.*   The\npurpose of the 2025 Plan is to promote the interests of our company and our stockholders by providing executive officers, employees, non-employee\ndirectors, and key advisors of our company and our subsidiaries with appropriate incentives and rewards to encourage them to enter into\nand remain in their positions with us and to acquire a proprietary interest in our long-term success, as well as to reward the performance\nof these individuals in fulfilling their personal responsibilities for long-range and annual achievements.\n\n \n\n*Administration.*   Unless\notherwise determined by the Board, the Compensation Committee administers the 2025 Plan. The Compensation Committee is composed solely\nof “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act, “outside directors”\nwithin the meaning of Section 162(m) of the Internal Revenue Code, and “independent directors” within the meaning of\nthe Nasdaq Marketplace Rules. The Compensation Committee has the power, in its discretion, to grant awards under the 2025 Plan, to select\nthe individuals to whom awards are granted, to determine the terms of the grants, to interpret the provisions of the 2025 Plan and to\notherwise administer the 2025 Plan. Except as prohibited by applicable law or any rule promulgated by a national securities exchange to\nwhich our company may in the future be subject, the Compensation Committee may delegate all or any of its responsibilities and powers\nunder the 2025 Plan to one or more of its members, including, without limitation, the power to designate participants and determine the\namount, timing and term of awards under the 2025 Plan. In no event, however, will the Compensation Committee have the power to accelerate\nthe payment or vesting of any award, other than in the event of death, disability, retirement or a change of control of our company.\n\n \n\nThe 2025 Plan provides that\nmembers of the Compensation Committee will be indemnified and held harmless by us from any loss or expense resulting from claims and litigation\narising from actions related to the 2025 Plan.\n\n \n\n*Term.*   The\n2025 Plan was effective as of April 17, 2026, and awards may be granted through April 16, 2036. No awards may be granted under\nthe 2025 Plan subsequent to that date. The Board may suspend or terminate the 2025 Plan without stockholder approval or ratification at\nany time or from time to time.\n\n \n\n*Amendments.*   Subject\nto the terms of the 2025 Plan, the Compensation Committee, as administrator, has the sole discretion to interpret the provisions of the\n2025Plan and outstanding awards. Our Board generally may amend or terminate the 2025 Plan at any time and for any reason, except that\nno amendment, suspension or termination may impair the rights of any participant without his or her consent, and except that approval\nof our stockholders is required for any amendment which, among provisions, increases the number of shares of common stock subject to the\n2025 Plan, decreases the price at which grants may be granted and reprices existing options.\n\n \n\n*Repricing Prohibition.*   Other\nthan in connection with certain corporate events, the Compensation Committee will not, without the approval of our stockholders, (a) lower\nthe option price per share of an option or SAR after it is granted, (b) cancel an option or SAR when the exercise price per share\nexceeds the fair market value of one share in exchange for cash or another award (other than in connection with a change of control),\nor (c) take any other action with respect to an option or SAR that would be treated as a repricing under the rules and regulations\nof the principal U.S. national securities exchange on which our shares are then listed.\n\n \n\n - 60 - \n\n \n\n \n\n*Minimum Vesting Requirement.*   Grantees\nof full-value awards (i.e., awards other than options and SARs), will be required to continue to provide services to us or an affiliated\ncompany) for not less than one-year following the date of grant in order for any such full-value awards to fully or partially vest (other\nthan in case of death, disability or a Change of Control). Notwithstanding the foregoing, up to 5% of the available shares of stock authorized\nfor issuance under the 2021 Plan may provide for vesting of full-value awards, partially or in full, in less than one year.\n\n \n\n*Adjustments upon Changes\nin Capitalization.*   In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution\n(whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar\ntransaction or other change in our corporate structure affecting our common stock or the value thereof, appropriate adjustments to the\n2025 Plan and awards will be made as the Board determines to be equitable or appropriate, including adjustments in the number and class\nof shares of stock available for issuance under the 2025 Plan, the number, class and exercise or grant price of shares subject to awards\noutstanding under the 2025 Plan, and the limits on the number of awards that any person may receive.\n\n \n\n*Change of Control.*   Agreements\nevidencing awards under the 2025 Plan may provide that upon a Change of Control (as defined in the 2025 Plan), unless otherwise provided\nin the agreement evidencing an award), outstanding awards may be cancelled and terminated without payment if the consideration payable\nwith respect to one share of stock in connection with the Change of Control is less than the exercise price or grant price applicable\nto such award, as applicable.\n\n \n\nNotwithstanding any other\nprovisions of the 2025 Plan to the contrary, the vesting, payment, purchase or distribution of an award may not be accelerated by reason\nof a Change of Control for any participant unless the Grantee’s employment is involuntarily terminated as a result of the Change\nof Control as provided in the Award agreement or in any other written agreement, including an employment agreement, between us and the\nparticipant. If the Change of Control results in the involuntary termination of participant’s employment, outstanding awards will\nimmediately vest, become fully exercisable and may thereafter be exercised.\n\n \n\nGenerally, under the 2025\nPlan, a Change of Control occurs upon (i) the consummation of a reorganization, merger or consolidation of our company with or into\nanother entity, pursuant to which our stockholders immediately prior to the transaction do not own more than 50% of the total combined\nvoting power after the transaction, (ii) the consummation of the sale, transfer or other disposition of all or substantially all\nof our assets, (iii) certain changes in the majority of our Board from those in office on the effective date of the 2025 Plan, (iv) the\nacquisition of more than 50% of the total combined voting power in our outstanding securities by any person, or (v) we are dissolved\nor liquidated.\n\n \n\n**Types of Awards**\n\n* *\n\n*Stock Options.*   Incentive\nstock options and non-statutory stock options are granted pursuant to award agreements adopted by our Compensation Committee. Our Compensation\nCommittee determines the exercise price for a stock option, within the terms and conditions of the 2025 Plan; provided, that the exercise\nprice of an incentive stock option cannot be less than 100% of the fair market value of our common stock on the date of grant. Options\ngranted under the 2025 Plan vest at the rate specified by our Compensation Committee.\n\n \n\nThe Compensation Committee\ndetermines the term of stock options granted under the 2025 Plan, up to a maximum of 10 years, except in the case of certain Incentive\nStock Options, as described below. The Compensation Committee will also determine the length of period during which an optionee may exercise\ntheir options if an optionee’s relationship with us, or any of our affiliates, ceases for any reason; for incentive stock options,\nthis period is limited by applicable law. The Compensation Committee may extend the exercise period in the event that exercise of the\noption following termination of service is prohibited by applicable securities laws. In no event, however, may an option be exercised\nbeyond the expiration of its term unless the term is extended in accordance with applicable law.\n\n \n\nAcceptable consideration for\nthe purchase of common stock issued upon the exercise of a stock option will be determined by the Compensation Committee and may include\n(a) cash or its equivalent, (b) delivering a properly executed notice of exercise of the option to us and a broker, with irrevocable\ninstructions to the broker promptly to deliver to us the amount necessary to pay the exercise price of the option, (c) any other\nform of legal consideration that may be acceptable to the Compensation Committee or (d) any combination of (a), (b) or (c).\n\n \n\nUnless the Compensation Committee\nprovides otherwise, options are generally transferable in accordance with applicable law, provided that any transferee of such options\nagrees to become bound by the terms of the 2025 Plan. An optionee may also designate a beneficiary who may exercise the option following\nthe optionee’s death.\n\n \n\n*Incentive or Non-statutory\nStock Options.*   Incentive stock options may be granted only to our employees, and the employees of our parent or subsidiary\ncorporations, if any. The Compensation Committee may grant awards of incentive or non-statutory stock options that are fully vested on\nthe date made, to any of our employees, directors or consultants. Option awards are granted pursuant to award agreements adopted by our\nCompensation Committee. To the extent required by applicable law, the aggregate fair market value, determined at the time of grant, of\nshares of our common stock with respect to incentive stock options that are exercisable for the first time by an optionee during any calendar\nyear may not exceed $100,000. To the extent required by applicable law, no incentive stock option may be granted to any person who, at\nthe time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our\naffiliates unless (a) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the\ndate of grant and (b) the term of the incentive stock option does not exceed five years from the date of grant.\n\n \n\n - 61 - \n\n \n\n \n\n*Stock Appreciation Rights*.   An\nSAR is the right to receive stock, cash, or other property equal in value to the difference between the grant price of the SAR and the\nmarket price of our common stock on the exercise date. SARs may be granted independently or in tandem with an option at the time of grant\nof the related option. An SAR granted in tandem with an option will be exercisable only to the extent the underlying option is exercisable.\nAn SAR confers on the grantee a right to receive an amount with respect to each share of common stock subject thereto, upon exercise thereof,\nequal to the excess of (A) the fair market value of one share of common stock on the date of exercise over (B) the grant price\nof the SAR (which in the case of an SAR granted in tandem with an option will be equal to the exercise price of the underlying option,\nand which in the case of any other SAR will be such price as the Compensation Committee may determine but in no event will be less than\nthe fair market value of a share of common stock on the date of grant of such SAR).\n\n \n\n*Restricted Stock and Restricted\nStock Units*.   Restricted stock is common stock that we grant subject to transfer restrictions and vesting criteria.\nA restricted stock unit is a right to receive stock or cash equal to the value of a share of stock at the end of a specified period that\nwe grant subject to transfer restrictions and vesting criteria. The grant of these awards under the 2025 Plan are subject to such terms,\nconditions and restrictions as the Compensation Committee determines consistent with the terms of the 2025 Plan.\n\n \n\nAt the time of grant, the\nCompensation Committee may place restrictions on restricted stock and restricted stock units that will lapse, in whole or in part,\nonly upon the attainment of performance goals; provided that such performance goals will relate to periods of performance of at least\none fiscal year, and if the award is granted to a 162(m) officer, the grant of the award and the establishment of the performance goals\nwill be made during the period required under Internal Revenue Code Section 162(m). Except to the extent restricted under the award\nagreement relating to the restricted stock, a grantee granted restricted stock will have all of the rights of a stockholder, including\nthe right to vote restricted stock and the right to receive dividends.\n\n \n\nUnless otherwise provided\nin an award agreement, upon the vesting of a restricted stock unit, there will be delivered to the grantee, within 30 days of the\ndate on which such award (or any portion thereof) vests, the number of shares of common stock equal to the number of restricted stock units\nbecoming so vested.\n\n \n\n*Other Stock-Based Awards.*   The\n2025 Plan also allows the Compensation Committee to grant “Other Stock-Based Awards,” which means a right or other interest\nthat may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, common stock.\nSubject to the limitations contained in the 2025 Plan, this includes, without limitation, (i) unrestricted stock awarded as a bonus\nor upon the attainment of performance goals or otherwise as permitted under the 2025 Plan, and (ii) a right to acquire stock from\nus containing terms and conditions prescribed by the Compensation Committee. At the time of the grant of other stock-based awards, the\nCompensation Committee may place restrictions on the payout or vesting of other stock-based awards that will lapse, in whole or in part,\nonly upon the attainment of performance goals; provided that such Performance Goals will relate to periods of performance of at least\none fiscal year, and if the award is granted to a 162(m) Officer, the grant of the Award and the establishment of the performance goals\nwill be made during the period required under Internal Revenue Code Section 162(m). Other Stock-Based Awards may not be granted with\nthe right to receive dividend equivalent payments.\n\n \n\n*Performance Awards*.   Performance\nawards provide participants with the opportunity to receive shares of our common stock, cash or other property based on performance and\nother vesting conditions. Performance awards may be granted from time to time as determined at the discretion of the Board, or the Compensation\nCommittee (as applicable). Subject to the share limit and maximum dollar value set forth above under “*Limits per Participant*,”\nthe Board, or the Compensation Committee (as applicable), has the discretion to determine (i) the number of shares of common stock\nunder, or the dollar value of, a performance award and (ii) the conditions that must be satisfied for grant or for vesting, which\ntypically will be based principally or solely on achievement of performance goals.\n\n \n\n*Performance Criteria*.   With\nrespect to awards intended to qualify as performance-based compensation under Code Section 162(m), a committee of “outside\ndirectors” ​(as defined in Code Section 162(m)) with authority delegated by our Board will determine the terms and conditions\nof such awards, including the performance criteria. The performance goals for restricted stock awards, restricted stock units, performance\nawards or other stock-based awards will be based on the attainment of specified levels of, among other metrics, the attainment of certain\ntarget levels of, or a specified percentage increase in, revenues, earnings, income before taxes and extraordinary items, net income,\noperating income, earnings before or after deduction for all or any portion of income tax, earnings before interest, taxes, depreciation\nand amortization or a combination of any or all of the foregoing.\n\n \n\nThe performance goals may\nbe based solely by reference to our performance or the performance of one or more of our subsidiaries, parents, divisions, business segments\nor business units, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance\nrelative to other companies. The authorized committee of outside directors may also exclude under the terms of the performance awards,\nthe impact of an event or occurrence that the committee determines should appropriately be excluded, including restructurings, discontinued\noperations, extraordinary items, and other unusual or non-recurring charges, or changes in generally accepted accounting principles or\npractices.\n\n \n\n - 62 - \n\n \n\n \n\n**Director Compensation**\n\n \n\nEffective January 1, 2026, the Company pays each independent director,\nother than Mr. Horne, an annual base amount of $35,000. In addition, the chairperson of the audit committee (Mr. Gustafson) and the compensation\ncommittee (vacant) receive an additional $10,000 annually. Mr. Horne, our other independent director, receives an annual base amount of\n$50,000 for serving as Chairman of the Board. Additionally, our Board makes recommendations for adjustments to an independent director’s\ncompensation when the level of services provided are significantly above what was anticipated.\n\n \n\nThe table below sets forth,\nfor each non-employee director, the total amount of compensation related to his or her service during the year ended April 30, 2026:\n\n \n\nName \nFees earned or\npaid in cash ($)  \nStock awards\n($)  \nOptions\nawards ($)  \nAll other\ncompensation ($)  \nTotal ($) \n\nWilliam B. Horne \n 50,000  \n -  \n 46,611  \n -  \n 96,611 \n\nMilton C. Ault III \n 25,000  \n -  \n 77,685  \n -  \n 102,685 \n\nMark Gustafson \n 31,667  \n -  \n 46,611  \n -  \n 78,278 \n\nLynne Fahey McGrath (1) \n 31,667  \n -  \n 46,611  \n -  \n 78,278 \n\nJeffrey Oram \n 28,333  \n -  \n 46,611  \n -  \n 74,944 \n\nAndrew H. Woo (2) \n 14,583  \n -  \n 46,611  \n -  \n 61,194 \n\n \n\n(1)\n– Dr. McGrath passed away on July 20, 2026\n\n(2)– Mr. Woo passed away on November 14, 2025"}