{"url_path":"/sec/catg/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1470129/0001753926-26-000917-index.html","accession_number":"0001753926-26-000917","cik":"0001470129","ticker":"VIIQ","issuer_name":"VisitIQ Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1470129/0001753926-26-000917-index.html","primary_entity_key":"0001470129","primary_entity_name":"VisitIQ Corp."},"word_count":1118,"has_tables":true,"body_markdown":"**Item 11. Executive Compensation.**\n\n \n\n**Summary Compensation Table - Years Ended\nAugust 31, 2025 and 2024**\n\n \n\nThe following table sets forth information\nconcerning all cash and VisitIQ, LLC distributions earned by or paid to our directors and executive officers.\n\n \n\n \nFiscal\n \n \nStock\nOption\nAll Other\n \n\nName and Principal Position\nYear\nSalary ($)\nBonus ($)\nAwards ($)\nAwards ($)\nCompensation\nTotal ($)\n\n \n \n \n \n \n \n \n \n\nVern Hanzlik\n2025\n275,000\n32,227\n—\n513,709\n—\n820,936\n\n*Interim Chief Executive Officer*\n2024\n275,000\n—\n—\n—\n—\n275,000\n\n \n \n \n \n \n \n \n \n\nJohn Gonsior*\n2025\n259,800\n19,531\n—\n183,468\n—\n462,799\n\n*Former Acting Chief Financial Officer*\n2024\n194,880\n—\n—\n—\n—\n194,880\n\n \n\n*Mr. Gonsior resigned from his position as Chief Financial Officer\nand Mr. Hanzlik was appointed Interim Chief Financial Officer on April 2, 2026.\n\n \n\n**Equity Compensation**\n\n \n\nWe grant annual equity awards to our named\nexecutive officers, which are generally subject to vesting based on each named executive officer’s continued service. Each\nof our named executive officers currently holds outstanding options that were granted under the Incentive Plan, as set forth in\nthe table below titled “2025 Outstanding Equity Awards at Fiscal Year-End.” The stock option awards granted during\nthe year ended August 31, 2025 included a 25% vest on the date of grant, with the remaining vesting occurring monthly over\nthe following 36 months, with the exception of grants made to the Board and Board advisors, which were fully vested upon grant.\n\n \n\n84\n\n \n\n \n\n**Timing of Stock Option Grants**\n\n \n\nWe do not have any formal policy that requires\nus to grant, or avoid granting, equity-based compensation to our executive officers at certain times. The timing of any equity\ngrants to executive officers in connection with new hires, promotions or other non-routine grants is tied to the event giving rise\nto the award, such as the executive officer's commencement of employment or promotion effective date. As a result, the timing of\ngrants of equity awards, including stock options, occurs independently of the release of any material nonpublic information. The\nCompany does not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.\n\n \n\n**Non-Equity Incentive Plan Compensation**\n\n \n\nHistorically, our Board believed that a\nmeaningful portion of the target total cash compensation for our employees, including our executive officers, should have been\nin the form of a quarterly cash incentive opportunity under our Incentive Plan, which was intended to motivate our employees to\nachieve the quarterly financial performance objectives set by the Board that were consistent with and support our annual operating\nplan.\n\n \n\nFor fiscal 2025 bonuses employees and certain\nkey contractors were eligible to receive cash bonuses. The 2025 bonus was based upon achievement of certain Company quarterly milestones.\n \n\n \n\n**2025 Outstanding Equity Awards at Fiscal Year-End**\n\n \n\nThe following table presents, for each\nof our named executive officers, information regarding outstanding stock options as of August 31, 2025.\n\n \n\n  \n   \n   \n   \nOption  \nOption \n\n  \nGrant  \nExercisable  \nUnexercisable  \nExercise  \nExpiration \n\nName \nDate  \n(#)  \n(#)  \nPrice ($)  \nDate \n\nVern Hanzlik \n 3/1/2025  \n 1,239,580  \n 2,260,420  \n$0.26  \n 2/28/2035 \n\nJohn Gonsior \n 3/1/2025  \n 442,705  \n 807,295  \n$0.26  \n 2/28/2035 \n\n \n\n**Limitations on Liability and Indemnification Matters**\n\n \n\nOur Bylaws provide that we will indemnify\nour officers and directors to the fullest extent permitted by law. We have entered and expect to continue to enter into agreements\nto indemnify our directors, executive officers and other employees as determined by our Board. Under the terms of such indemnification\nagreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the\nstate of Nevada, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director\nor officer of our company or any of our subsidiaries or was serving at our request in an official capacity for another entity.\nWe must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature\nwhatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being\na witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual,\npending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing\nor enforcing a right to indemnification under the indemnification agreement.\n\n \n\n85\n\n \n\n \n\n**Employment Agreements**\n\n \n\nWe are party to an employment agreement\nwith Vernon Hanzlik, our Chief Executive Officer and Interim Chief Financial Officer. Such agreement memorializes Mr. Hanzlik’s\nbase salary, annual target bonus opportunity, paid vacation, reimbursement of reasonable business expenses and eligibility to participate\nin benefit plans and programs for which senior executives are generally eligible.\n\n \n\nMr. Hanzlik’s annualized base salary\nfor fiscal 2025 was $275,000. Mr. Hanzlik’s target annual bonus for fiscal 2025 was $206,000. Mr. Hanzlik’s target\nannual bonus for fiscal 2025 was 75% of his annualized base salary. The annual bonus is earned based on the achievement of performance\ntargets established by the Board for the applicable fiscal year.\n\n \n\n**Retirement Benefits**\n\n \n\nWe maintain a tax-qualified 401(k) retirement\nplan for eligible U.S. employees, including Mr. Hanzlik. Under our 401(k) plan, employees may elect to defer a portion of their\nannual compensation on a pre-tax basis, subject to applicable annual Internal Revenue Code limits. In addition, we make safe harbor\nmatching contributions of 100% of a participant’s deferrals up to 4% of the participant’s salary. We do not sponsor\nany nonqualified deferred compensation plans or defined benefit pension plans except as required by applicable law.\n\n \n\n**Non-Employee Director Compensation**\n\n \n\nThe table below sets forth the compensation\npaid to our non-employee directors during the fiscal year ended August 31, 2025.\n\n \n\nName \nSalary  \nBonus  \n\n**Option**\n\n**Awards(1)**\n  \nTotal \n\nVincent DeVito \n$—  \n$—  \n$7,339  \n$7,339 \n\nShahid Ramzan \n$—  \n$—  \n$7,339  \n$7,339 \n\nJose Velasco \n$—  \n$—  \n$7,339  \n$7,339 \n\nHimesh Bhise* \n —  \n$—  \n$7,339  \n$7,339 \n\nTotal \n    \n$—  \n$29,356  \n$29,356 \n\n \n\n \n1\nAmounts reflect the full grant-date fair value of option awards granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all option awards made to our directors in Note 13 to the consolidated financial statements included in this Annual Report.\n\n \n\n**Incentive Plan**\n\n \n\nIn March 2025, our Board adopted the Incentive\nPlan. The Incentive Plan is administered by the Board. Our Board has the authority to amend and modify the Incentive Plan, subject\nto any stockholder approval. 10,000,000 shares of common stock are reserved for issuance under the Incentive Plan, of which, approximately\n7.2 million stock options have been issued and are outstanding.\n\n \n\n**Employee Benefits and Perquisites**\n\n \n\nOur executive officers are entitled to\nreimbursement for all expenses reasonably incurred in connection with the performance of their duties as executive officers of\nthe Company.\n\n \n\n86"}