{"url_path":"/sec/cik-0000096885/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation (continued)**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/96885/0001185185-26-002742-index.html","accession_number":"0001185185-26-002742","cik":"0000096885","ticker":null,"issuer_name":"TEL INSTRUMENT ELECTRONICS CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/96885/0001185185-26-002742-index.html","primary_entity_key":"0000096885","primary_entity_name":"TEL INSTRUMENT ELECTRONICS CORP"},"word_count":523,"has_tables":true,"body_markdown":"**Item\n11. Executive Compensation (continued)**\n\n \n\n**Incentive\nPlan**\n\n \n\nThe\nCompany has a key person incentive compensation program. Each year the Compensation Committee determines a percentage of operating profits\nto be distributed among senior employees, including NEOs. The percentage determined is based on the general performance of the Company,\nand the amount of operating profits available for shareholders and for reinvestment in the business. This element of compensation provides\nan incentive for short-term performance.\n\n \n\nThe\npercentage of operating profits so determined is then distributed to senior employees, including NEOs and to a category entitled “incentive”,\nbased on (a) the amount of the employee’s base salary, (b) his contribution to the Company, (c) the results of that contribution,\n(d) an estimated amount of his “special effort” on behalf of the Company, (e) his technical expertise, leadership, and management\nskills, and (f) the level of the overall compensation paid employees performing similar work in competitive companies.\n\n \n\nFor\nthe year ended March 31, 2025, the CEO received $0, and the CAO received $0. For the year ended March 31, 2024, the CEO received $0,\nand the CAO received $0.\n\n \n\n**Other\nBenefits**\n\n \n\nThe\nCompany sponsors the Tel-Instrument Electronics Corp. 401(k) Plan (the “401k Plan”), a tax qualified Code Section 401(k)\nretirement savings plan, for the benefit of its employees, including its NEOs. The 401k Plan encourages savings for retirement by enabling\nparticipants to make contributions on a pre-tax basis and to defer taxation on earnings on funds contributed to the 401k Plan. The Company\nmakes matching contributions to the Plan. All NEOs can make contributions to the 401k Plan. The NEOs also participate in group health\nand life benefits generally on the same terms and conditions that apply to other employees.\n\n \n\n**Director\nCompensation**\n\n \n\nDirectors\nwho are not employees or officers of the Company receive $1,250 in cash and options, at the then market price, to purchase 1,000 shares\nof Common Stock for attendance at each in-person meeting and $625 in cash and options to purchase 500 shares of Common Stock for attendance\nat each formal telephonic meeting of the Board or of a committee of the Board. Non-employee directors may elect annually to accept the\nforegoing compensation or waive the stock option element and receive $2,500 in cash for attendance at the in-person meeting and $1,250\nin cash for each formal telephone meeting. During fiscal year 2025 non-employee directors earned the following compensation pursuant\nto this plan.\n\n \n\nName \nCash\n\nCompensation  \nOption\n\nAwards\n\n($)(1)(2)  \nTotal\n$ \n\nGeorge J. Leon \n$3,750  \n$-0-  \n$3,750 \n\nRobert A. Rice \n$7,500  \n$-0-  \n$7,500 \n\nRobert H. Walker (3) \n$7,500  \n$-0-  \n$7,500 \n\nStephen A. Fletcher \n$1,250  \n$-0-  \n$1,250 \n\n \n\n(1)\nAmounts\nin this column, if any, represent the fair value required by ASC 718 to be included in our financial statements for all options granted\nduring fiscal year 2025.\n\n \n\n(2)\nThere\nare no options outstanding for the directors.\n\n \n\n(3)\nMr.\nWalker also receives a monthly stipend of $2,400 for his additional responsibility as Chairperson of the Board.\n\n \n\n**Compensation\nPolicy**\n\n \n\nThe\nCompany does not believe that its compensation policies are reasonably likely to increase corporate risk or have a material adverse effect\non the Company.\n\n \n\n49\n\n[Table of Contents](#TableOfContents)"}