{"url_path":"/sec/amix/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 **         **Executive Compensation**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1617867/0001437749-26-020686-index.html","accession_number":"0001437749-26-020686","cik":"0001617867","ticker":"AMIX","issuer_name":"Autonomix Medical, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1617867/0001437749-26-020686-index.html","primary_entity_key":"0001617867","primary_entity_name":"Autonomix Medical, Inc."},"word_count":3352,"has_tables":true,"body_markdown":"**Item 11.**         **Executive Compensation**\n\n \n\n**Executive Officer Compensation**\n\n \n\nOur named executive officers for the years ended March 31, 2026 and 2025, which consist of our principal executive officer and our two other most highly compensated executive officers, are:\n\n \n\n**Summary Compensation Table**–**Fiscal 2026 and 2025**\n\n \n\n**Name and Principal Position**\n\n \n\n**Year**\n\n \n\n**Salary\n( $ )**\n\n \n \n\n**Non-Equity**\n\n**Incentive Plan Compensation\n( $ )**\n\n \n \n\n**Option**\n\n**Awards\n( $ ) (1)**\n\n \n \n\n**Total\n( $ )**\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nBrad Hauser - Chief Executive Officer and President (2)\n\n \n2026\n \n \n468,000\n \n \n \n202,176\n \n \n \n-\n \n \n \n670,176\n\n \n \n2025\n \n \n356,250\n \n \n \n202,350\n \n \n \n1,103,961\n \n \n \n1,662,561\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nLori Bisson - Vice Chair (3)\n \n2026\n \n \n150,000\n \n \n \n54,000\n \n \n \n-\n \n \n \n204,000\n\n \n\n \n\n2025\n\n \n \n210,000\n \n \n \n93,813\n \n \n \n355,285\n \n \n \n659,098\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nTrent Smith - Chief Financial Officer (4)\n \n2026\n \n \n296,400\n \n \n \n85,363\n \n \n \n-\n \n \n \n381,763\n\n \n\n \n\n2025\n\n \n \n295,000\n \n \n \n108,300\n \n \n \n214,831\n \n \n \n618,131\n\n \n\n \n\n(1)\n\nRepresents the full grant date fair value of the option awards granted to each named executive officer, calculated in accordance with FASB ASC Topic 718. These option awards have been updated from the prior year 10-K/A filed on July 28, 2025 to reflect the option awards broken down for fiscal years 2026 and 2025. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officer or director. For a summary of the assumptions made in the valuation of the awards, please see Note 3 to our financial statements as of and for the period ended March 31, 2026 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on May 27, 2026.\n\n \n\nIn July 2025, the Company entered into stock option cancellation agreements with Mr. Hauser, Ms. Bisson and Mr. Smith to cancel options to purchase 45,000, 65,542 and 32,655 shares, respectively, held by such officers and reflected in the table. In connection with the cancellation, Mr. Hauser and Mr. Smith were granted an additional three months of severance of their base salaries, in addition to the twelve and nine months, respectively, of their base salary per their individual employment agreements.\n\n \n\n \n(2)\n\nMr. Hauser joined the Company on June 17, 2024. For fiscal year 2025, Mr. Hauser's annual salary base was $450,000 but was prorated based upon his start date. For fiscal year 2026, Mr. Hauser's annual base salary was $468,000.\n\n \n\n \n\n(3)\n\nMs. Bisson joined the Company on July 1, 2023. Ms. Bisson’s annual base salary was $300,000. Ms. Bisson's annual base salary was increased to $375,000 on February 1, 2024. Ms. Bisson's annual base salary was decreased to $150,000 on June 17, 2024 upon transitioning from Chief Executive Officer to Vice Chair.\n\n \n\n \n\n(4)\n\nMr. Smith joined the Company on July 24, 2023. For fiscal year 2025, Mr. Smith's base salary was increased to $285,000 effective February 1, 2024. In June 2024, Mr. Smith received a retroactive salary payment of $20,000. This payment covered the period February 1, 2024 through May 31, 2024. As such, $10,000 applied to fiscal year 2025.\n\n \n\n10\n\n[Table of Contents](#toc)\n\n \n\n**Employment Agreements**\n\n \n\n*Brad Hauser Employment Agreement*\n\n \n\nOn June 17, 2024, we entered into an employment agreement with Brad Hauser pursuant to which Mr. Hauser agreed to serve as our chief executive officer and president for an initial three-year period, which may be extended on a year-to-year basis. Mr. Hauser’s agreement provides for an initial annual base salary of $450,000 (subject to an annual review and increase at the discretion of our Compensation Committee) and a target annual bonus of 60% of his base salary. Pursuant to the agreement, Mr. Hauser was granted a ten-year option (the “Inducement Options”) to purchase 45,000 shares of common stock at an exercise price equal to the closing price of our common stock on the date of the employment agreement. The option vests in four equal annual installments (or 11,250 shares each installment) on each of the succeeding four anniversary dates of the execution of the employment agreement, provided Mr. Hauser is employed by us on each vesting date. In the event of a “change of control” or the termination of the agreement by us without “cause” or by Mr. Hauser for “good reason,” all of the unvested options shall immediately vest. Commencing with the year ending March 31, 2025, Mr. Hauser will be eligible to receive annual option grants as determined by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee. The number of shares underlying the target annual option grant will be equal to $1,000,000 divided by the Black-Scholes value per share of our common stock on the date of grant.\n\n \n\nIf Mr. Hauser’s employment is terminated at our election without “cause,” or by Mr. Hauser for “good reason,” Mr. Hauser shall be entitled to receive severance payments equal to twelve months of Mr. Hauser’s base salary and 100% of the target bonus for the year in which such termination occurs; provided that such amounts shall be increased by 50% if Mr. Hauser’s agreement is terminated without “cause” or by Mr. Hauser for “good reason” within three months prior to or twelve months after a “change of control.” In the event that any payments or benefits provided to Mr. Hauser would trigger the excise tax under Section 4999 of the Internal Revenue Code or any similar provision, the Company agreed to provide Mr. Hauser with a gross-up payment to ensure that, after payment of all taxes (including the excise tax, federal, state, and local income taxes, and employment taxes) imposed on the gross-up payment, Mr. Hauser receives a net amount equal to the payments or benefits Mr. Hauser would have received if the excise tax didn't apply.\n\n \n\nIn July 2025, the Company entered into a stock option cancellation agreement with Mr. Hauser to cancel the Inducement Option. In connection with the cancellation, Mr. Hauser was granted an additional three months of severance of his base salary, in addition to the twelve months of his base salary per his employment agreement described above.\n\n \n\n*Lori Bisson*–*Employment Agreement*\n\n \n\nOn June 17, 2024, we entered into an employment agreement with Lori Bisson pursuant to which Ms. Bisson agreed to serve as our Executive Vice Chair and Strategic Adviser to the Chief Executive Officer (“Vice Chair”) for a two-year period. Ms. Bisson’s agreement provides for an initial annual base salary of $150,000 (subject to an annual review and increase at the discretion of our Compensation Committee) and a target annual bonus of 50% of her base salary. Pursuant to the agreement, Ms. Bisson continued to vest in the option grants issued to Ms. Bisson in her role as chief executive officer and president in accordance with the vesting schedule set out in her initial employment agreement. In the event of a “change of control” or the termination of the agreement by us without “cause” or by Ms. Bisson for “good reason,” all of the unvested options shall immediately vest. Commencing with the year ending March 31, 2025, Ms. Bisson will be eligible to receive annual option grants as determined by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee.\n\n \n\n*Trent Smith*–*Chief Financial Officer*\n\n \n\nOn July 24, 2023, we entered into an employment agreement with Trent Smith pursuant to which Mr. Smith agreed to serve as our Chief Financial Officer for an initial term of three years, which will be automatically renewed for additional one-year terms unless either party provides 90 days written notice to the other party of its decision not to renew the agreement. The agreement provided for an initial annual base salary of $225,000. Mr. Smith is eligible to receive an annual bonus of up to 33% of his base salary, provided that the final determination on the amount of the annual bonus, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee.\n\n \n\n11\n\n[Table of Contents](#toc)\n\n \n\nPursuant to the agreement, Mr. Smith was granted a ten-year option to purchase 21,250 shares of our common stock at an exercise price of $40.00 per share. The option vests in four equal annual installments (or 5,313 shares each installment) on each of the succeeding four anniversary dates of the execution of the employment agreement, provided Mr. Smith is CFO on such vesting date. In the event of a “change of control” or the termination of the agreement by us without “cause” or by Mr. Smith for “good reason,” all of the unvested options shall immediately vest. Commencing with the fiscal year ended March 31, 2025, Mr. Smith will be eligible to receive annual option grants as determined by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee.\n\n \n\nIf Mr. Smith’s employment is terminated upon his disability or death, at our election without “cause”, which requires 90 days advance notice, or by Mr. Smith for “good reason,” which requires 30 days advance notice, Mr. Smith shall be entitled to receive severance payments equal to nine months of Mr. Smith’s base salary and 100% of the target bonus for the year in which such termination occurs; provided that such amounts shall be increased to thirteen and one-half months of Mr. Smith’s base salary and 125% of the target bonus for the year in which such termination occurs if Mr. Smith’s agreement is terminated without “cause” or by Mr. Smith for “good reason” within three months prior to or twelve months after a “change of control.” Mr. Smith agreed not to compete with us until twelve months after the termination of his employment.\n\n \n\nIn July 2025, the Company entered into a stock option cancellation agreement with Mr. Smith to cancel options to purchase 32,655 shares. In connection with the cancellation, Mr. Smith was granted an additional three months of severance of his base salary, in addition to the nine months of his base salary per his employment agreement described above.\n\n \n\n**Narrative Disclosure to Summary Compensation Table**\n\n \n\nWe have established for compensation purposes a compensation year that matches our fiscal year that ends March 31. Subsequent to the end of the fiscal year, our Compensation Committee completes its annual review of executive compensation and determines, after researching comparable companies, the compensation arrangements for the next compensation year.\n\n \n\nWe review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the individual executive’s performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short and long-term results that are in the best interests of our stockholders and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, the Compensation Committee then determines the compensation for each executive officer. Our Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our executive officers.\n\n \n\n*Annual Base Salary*\n\n \n\nFor the 2026 fiscal year, the annual base salaries for Ms. Bisson, Mr. Smith, and Mr. Hauser were $150,000, $296,400 and $468,000, respectively. For the 2027 fiscal year, the base salaries for Ms. Bisson, Mr. Smith, and Mr. Hauser will be $100,000, $296,400 and $468,000, respectively.\n\n \n\n*Annual Bonus and Non-Equity Incentive Plan Compensation.*\n\n \n\nWe seek to motivate and reward our executives for achievements relative to our corporate goals and objectives, and with respect to their respective individual goals, for each fiscal year. For the last fiscal year, the target bonus for Ms. Bisson, Mr. Smith and Mr. Hauser were 50%, 40% and 60%, respectively, of their base salary. For the 2027 fiscal year, the target bonus each year for Ms. Bisson, Mr. Smith and Mr. Hauser are 0%, 40% and 60% respectively, of their base salary.\n\n \n\n12\n\n[Table of Contents](#toc)\n\n \n\nThe actual performance-based annual bonus paid is calculated by multiplying the executive’s annual base salary, target bonus percentage, the percentage attainment of the corporate goals established by the Board for such year, which represents the total potential bonus payable to our named executive officers, and the percentage attainment of the individual goals approved by our Compensation Committee with respect to our other executive officers. However, the Compensation Committee is not required to calculate bonuses in this manner and retains discretion in the amounts it awards and the factors it takes into consideration in determining bonus amounts. At the end of the fiscal year, the Compensation Committee reviews our performance against our goals and objectives and approves the extent to which we achieved each of our corporate and individual goals and objectives, and, for each named executive officer, the amount of the bonus awarded.\n\n \n\nFor the last fiscal year, bonuses were awarded based on our achievement of specified corporate goals, including securing strategic partnerships, progress on our pivotal trial, completion of financings and completion of the ongoing clinical proof of concept trial. These corporate goals accounted for 100% of our base line bonuses. In addition, our Compensation Committee specified a series of \"stretch goals,\" that, if achieved, would result in an additional 20%. Based on the level of achievement, our Compensation Committee awarded Ms. Bisson, Mr. Smith and Mr. Hauser 72% of their potential bonuses for the year. These actual bonus amounts are reflected in the \"Non-Equity Incentive Plan Compensation\" column of the Summary Compensation Table above.\n\n \n\nFor the 2027 fiscal year, bonuses will be awarded based on our achievement of specified corporate goals. These corporate goals account for 100% of our base line bonuses. In addition, our Compensation Committee may specify a series of “stretch goals,” that, if achieved, would result in an additional 20%.\n\n \n\n*Long-Term Incentives*\n\n \n\nOur 2023 Stock Plan provides for the grant of stock options, stock awards, stock unit awards and stock appreciation rights to key employees, non-employee directors and consultants.\n\n \n\nEach year our Compensation Committee establishes a value for the expected equity grant issuable to each of our named executive officers. For options, we typically set the option exercise price and grant date fair value based on the closing price of our common stock on Nasdaq on the date of grant, however, there may be instances where we may use an average closing price, up to five days, to set the option exercise price. The shares underlying options typically vest in four equal annual installments. For other equity awards, the grant date fair value is based on the closing price of our common stock on Nasdaq on the date of grant.\n\n \n\nAs of June 1, 2026, no equity grants for Ms. Bisson, Mr. Smith and Mr. Hauser have been granted for fiscal year 2027. The final determination for any equity grants remain at the discretion of the Compensation Committee.\n\n \n\n**Equity Awards**\n\n \n\nIn July**2025*,* the Company entered into stock option cancellation agreements with Mr. Hauser, Ms. Bisson and Mr. Smith to cancel options to purchase 45,000, 65,542, 32,655 shares, respectively, held by such officers and reflected in the table. In connection with the cancellation, Mr. Hauser and Mr. Smith were granted an additional three months of severance of their base salaries, in addition to the twelve and nine months, respectively, of their base salary per their individual employment agreements. As of March 31, 2026, none of our named executive officers held any equity awards.\n\n \n\n**Director Compensation**\n\n \n\nCommencing upon the closing of our IPO in January 2024, our non-employee directors began to receive annual compensation of $50,000. In May 2024, the Board of Directors approved an updated non-employee director compensation plan, pursuant to which upon the initial appointment (or election) of a non-employee director to the Board, the non-employee director shall be issued a 10-year option to purchase 3,750 shares of the Company’s common stock, under the 2023 Stock Plan, that will vest in three equal annual installments over a three-year period. In addition, on the date of our annual meeting, each non-employee director that is re-elected at the Annual Shareholder Meeting will be issued a 10-year option to purchase 2,500 shares of the Company’s common stock, under the 2023 Stock Plan that will vest quarterly over a one-year period. In addition, each non-employee director will receive an annual compensation of $40,000 and special service pay amounts based on service for committee responsibilities as follows: Audit Committee Chair - $15,000; Compensation Committee Chair - $10,000; and Nominating and Governance Chair - $7,500. Each non-chair committee member will also receive the following compensations: Audit Committee member - $7,500; Compensation Committee member - $5,000; and Nominating and Governance Committee member - $3,750.\n\n \n\n13\n\n[Table of Contents](#toc)\n\n \n\nThe following table sets forth the total compensation earned by our non-employee directors in fiscal year 2026. Mr. Klemp’s compensation is fully reflected in the “*Summary Compensation Table*” above:\n\n \n\n**Name**\n\n \n\n**Year**\n\n \n\n**Fees earned**\n\n**or paid in**\n\n**cash\n( $ )**\n\n \n \n\n**Option**\n\n**awards\n( $ ) (1)**\n\n \n \n\n**Total\n( $ )**\n\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nJonathan P. Foster\n\n \n\n2026\n\n \n \n68,750\n \n \n$\n-\n \n \n \n68,750\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nDavid Robins\n\n \n\n2026\n\n \n \n60,000\n \n \n$\n-\n \n \n \n60,000\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nChristopher Capelli\n\n \n\n2026\n\n \n \n56,250\n \n \n$\n-\n \n \n \n56,250\n \n\n \n\n(1)         Represents the full grant date fair value of the option award granted to each non-employee director, calculated in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the director. For a summary of the assumptions made in the valuation of the awards, please see Note 3 to our financial statements as of and for the period ended March 31, 2026 included in the Annual Report on Form 10-K filed with the SEC on May 27, 2026. In July 2025, the Company entered into a stock option cancellation agreement with Mr. Capelli to cancel options to purchase 3,750 shares. In connection with the cancellation, Mr. Capelli received no additional compensation. As of March 31, 2026, there were 0 shares outstanding under all options to purchase our common stock held by our non-employee directors.\n\n \n\n**Recoupment Policy**\n\n \n\nWe adopted the Autonomix Medical, Inc. Dodd-Frank Restatement Recoupment Policy. In the event that we are required to prepare a financial restatement, the Committee will recoup all erroneously awarded incentive-based compensation calculated on a pre-tax basis, by a person (i) after beginning service as an executive officer, (ii) who served as an executive officer at any time during the performance period for that incentive-based compensation, and (iii) during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement, and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years. We believe that our “clawback” or recoupment policy in our executive compensation program contributes to creating and maintaining a culture that emphasizes integrity and accountability and reinforces the performance-based principles underlying our executive compensation program.\n\n \n\n**Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information**\n\n \n\nWe do not 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 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.\n\n \n\n**Risks from Compensation Policies and Practices**\n\n \n\nOur Compensation Committee reviews our compensation policies and practices to determine areas of potential risks and the actions we have taken, or should take, to mitigate any such identified risks. Based on the Compensation Committee’s review of our compensation policies and practices, we do not believe that any risks relating to our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on our business.\n\n \n\n14\n\n[Table of Contents](#toc)"}