{"url_path":"/sec/cik-0001440153/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 ****EXECUTIVE COMPENSATION**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1440153/0001096906-26-001097-index.html","accession_number":"0001096906-26-001097","cik":"0001440153","ticker":null,"issuer_name":"Bakhu Holdings, Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1440153/0001096906-26-001097-index.html","primary_entity_key":"0001440153","primary_entity_name":"Bakhu Holdings, Corp."},"word_count":1441,"has_tables":true,"body_markdown":"**ITEM 11.****EXECUTIVE COMPENSATION** \n\n \n\n**Summary Compensation Table**\n\n \n\nThe following table sets forth, for each of our last two completed fiscal years (2024 and 2023), the dollar value of all cash and noncash compensation earned by any person who was our principal executive officer and each of our three most highly compensated other executive officers or persons who were serving in such capacities during the preceding fiscal year (“Named Executive Officers”):\n\n \n\n**Name and**\n\n**Principal Position**\n\n**Year**\n\n**Ended**\n\n**July 31**\n\n**Salary**\n\n**($)**\n\n**Bonus**\n\n**($)**\n\n**Option**\n\n**Awards**\n\n**($)**\n\n**Non**\n\n**Equity**\n\n**Incentive**\n\n**Plan**\n\n**Compen-**\n\n**sation**\n\n**All Other**\n\n**Compen-**\n\n**sation**\n\n**($)**\n\n**Total ($)**\n\n**(a)**\n\n**(b)**\n\n**(c)**\n\n**(d)**\n\n**(f)**\n\n**(g)**\n\n**(i)**\n\n**(j)**\n\nTeddy Scott\n\n2024\n\n- \n\n \n\n- \n\n \n\n \n\n- \n\nPresident and CEO\n\n2023\n\n- \n\n- \n\n- \n\n- \n\n- \n\n- \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAristotle Popolizio\n\n2024\n\n$240,000 \n\n- \n\n- \n\n- \n\n- \n\n$240,000 \n\nVice President and Secretary(1)\n\n2023\n\n$30,000 \n\n- \n\n- \n\n- \n\n- \n\n$30,000 \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nJuan Carlos Garcia La Sienra Garcia\n\n2024\n\n$120,000 \n\n- \n\n- \n\n- \n\n- \n\n$120,000 \n\nChief Financial Officer(2)\n\n2023\n\n$0 \n\n- \n\n- \n\n- \n\n- \n\n- \n\n \n\n(1)Reflects accrued $10,000 per month for a total of $120,000 earned during the fiscal year as  compensation for his service as our Vice President and Secretary, of which $240,000 was paid during the fiscal year ended July 31, 2024 representing amounts currently due and due for prior periods, and there remains $15,000 outstanding and owing as of July 31, 2024. \n\n \n\n(2)Reflects accrued $5,000 per month for a total of $620,000 earned during the fiscal year as  compensation for his service as our Chief Financial Officer, of which $120,000 was paid during the fiscal year ended July 31, 2024 representing amounts currently due and due for prior periods, and there remains $15,000 outstanding and owing as of July 31, 2024. \n\n \n\n**Narrative Disclosure to Summary Compensation Table**\n\n \n\nMr. Scott was appointed as a director on February 27, 2024, and as the president and chief executive officer on April 10, 2024. On February 29, 2024, Mr. Scott was granted a non-qualified stock option to purchase 240,000 shares of common stock at an exercise price of $1.00 per share. As of July 31, 2024, Mr. Scott held unexercised vested options to purchase 718,085 shares of common stock at $4.50 per share from a prior option grant on September 16, 2021, and unexercised vested options to purchase 140,000 shares of common stock at $1.00 per share.\n\n \n\nMr. Popolizio was appointed as January 7, 2020, and as the vice president and secretary of September 22, 2022. On September 22, 2020, Mr. Popolizio was granted a non-qualified stock option to purchase 300,000 shares of common stock at an exercise price of $5.10 per share. On January 5, 2022, Mr. Popolizio was granted a non-qualified stock option to purchase 700,000 shares of common stock at an exercise price of $2.60 per share, and on April 18, 2022, Mr. Popolizio was granted a non-qualified stock option to purchase 1,300,000 shares of common stock at an exercise price of $3.30 per share. On January 25, 2024 per an agreement with OZ Company, Mr. Popolizio cancelled all of the aforementioned options in consideration of 2,500,000 shares of common stock of Bakhu from OZ Company. On February 29, 2024. Mr. Popolizio was granted a non-qualified stock option to purchase 240,000 shares of common stock at an exercise price of $1.00 per share As of July 31, 2024, Mr. Popolizio held unexercised vested options to purchase 140,000 shares of common stock at $1.00 per share.\n\n \n\nMr. Garcia was appointed as a director and chief financial officer on December 7, 2021. Mr. Garcia resigned on July 29, 2022 with the restructuring of the Company’s board of directors and was again appointed as a director on May 31, 2023. On December 7, 2021, Mr. La Sienra Garcia was granted a non-qualified stock option to purchase 140,000 shares of common stock at an exercise price of $3.40 per share. On July 29, 2029, Mr. La Sienra Garcia was granted a non-qualified stock option to purchase 160,000 shares of common stock at an exercise price of $1.50 per share. On February 29, 2024. Mr. La Sienra Garcia was granted a non-qualified stock option to purchase 240,000 shares of common stock at an exercise price of $1.00 per share As of July 31, 2024, Mr. La Sienra Garcia held unexercised vested options to purchase 140,000 shares of common stock at $3.40 per share, options to purchase\n\nPage **58**\n\n160,000 shares of common stock at $1.50 per share, and options to purchase 140,000 shares of common stock at $1.00 per share.\n\n \n\n**Director Compensation**\n\n \n\nOn February 29, 2024 the Board granted to each Teddy Scott, Mitch Kahn, Peter Whitton, Aristotle Popolizio, Juan Carlos Garcia La Sienra Garcia, and Kimberly Tanami, non-qualified stock options to purchase 240,000 shares of common stock at an exercise price of $1.00 per share. Such options are exercisable for seven (7) years. The options shall vest at the rate of 1/12 (i.e., 20,000 shares) per month commencing on the Grant Date, so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date.  \n\n \n\nThe following table sets forth information concerning the compensation of our directors, for fiscal year ended July 31, 2024:\n\n \n\n**Name**\n\n \n\n**Fees earned**\n\n**or paid**\n\n**in cash**\n\n**($)**\n\n**Option**\n\n**Awards**\n\n**($)**\n\n**All Other**\n\n**Compen-**\n\n**sation**\n\n**($)**\n\n**Total**\n\n**($)**\n\nTeddy Scott\n\n-\n\n240,000\n\n-\n\n-\n\n \n\n \n\n \n\n \n\n \n\nMitch Kahn\n\n-\n\n240,000\n\n-\n\n-\n\n \n\n \n\n \n\n \n\n \n\nPeter Whitton\n\n-\n\n240,000\n\n-\n\n-\n\n \n\n \n\n \n\n \n\n \n\nAristotle Popolizio\n\n-\n\n240,000\n\n-\n\n-\n\n \n\n \n\n \n\n \n\n \n\nJuan Carlos Garcia La Sienra Garcia\n\n-\n\n240,000\n\n-\n\n-\n\n \n\n \n\n \n\n \n\n \n\nKimberly Tanami\n\n-\n\n240,000\n\n-\n\n-\n\n \n\nBetween January 24, 2025 and January 28, 2025, following the deadlock of the then board, all the then officers and directors, Teddy Scott, Mitch Kahn, Aristotle Popolizio, Peter Whitton, Juan Carlos Garcia La Sienra, and Alvin Sun, resigned.\n\n \n\n**Outstanding Equity Awards at Fiscal Year End**\n\n \n\nThe following table provides information for the named executive officers on stock option holdings as of July 31, 2024.\n\n \n\n**Name**\n\n**Grant Date**\n\n**Number of**\n**Shares of Stock**\n**Underlying**\n**Unexercised**\n**Vested Options**\n**(#)**\n\n**Number of**\n**Shares of Stock**\n**Underlying**\n**Options that**\n**Have Not**\n**Vested**\n**(#)**\n\n**Equity**\n**Incentive plan**\n**awards:**\n**Number of**\n**securities**\n**underlying**\n**unexercised**\n**unearned**\n**options**\n**(#)**\n\n**Option**\n**Exercise**\n**Price**\n**($)**\n\n**Option**\n**Expiration**\n**Date**\n\nTeddy Scott\n\n9/16/2021\n\n718,085\n\n-\n\n-\n\n$\n\n4.40\n\n9/16/2028\n\nPresident and CEO\n\n2/29/2024\n\n140,000\n\n-\n\n-\n\n$\n\n1.00\n\n2/29/2031\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAristotle Popolizio\n\n2/29/2024\n\n140,000\n\n-\n\n-\n\n$\n\n1.00\n\n2/29/2031\n\nVP and Secretary\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nJuan Carlos Garcia\n\nLa Sienra Garcia\n\n \n\n12/6/2021\n\n140,000\n\n-\n\n-\n\n$\n\n3.40\n\n12/5/2028\n\nCFO\n\n7/29/2022\n\n160,000\n\n-\n\n-\n\n$\n\n1.50\n\n7/28/2029\n\n \n\n2/29/2024\n\n140,000\n\n-\n\n-\n\n$\n\n1.00\n\n2/29/2031\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPage **59**\n\n**Options Exercises at Fiscal Year End**\n\n \n\nThere were no exercises of stock options during the fiscal year ended as of July 31, 2024.\n\n \n\n**Long-Term Equity Incentive Plan**\n\n \n\nOn September 22, 2020, the board of directors adopted the 2020 Plan, under which 20,000,000 shares of our common stock were reserved for issuance by us to attract and retain employees and directors and to provide such persons with incentives and awards for superior performance and providing services to us. The 2020 Plan is administered by a committee comprised of our board of directors or appointed by the board of directors, which has broad flexibility in designing stock-based incentives. The board of directors determines the number of shares granted and the option exercise price pursuant to the 2020 Plan.\n\n \n\nUnder the 2020 Plan, incentive stock options may be granted only to our employees and non-qualified stock options, stock purchase rights, restricted stock units, and performance stock awards may be granted to employees, directors, or consultants who are natural persons under contract with us to provide bona fide services that are not in connection with a capital-raising transaction or do not directly or indirectly promote or maintain a market for our securities.\n\n \n\nThe 2020 Plan was effective on adoption by the board and will continue in effect for a term of no more than 10 years. The 2020 Plan was approved by the stockholders effective September 10, 2021. The board may amend, alter, suspend, or terminate the 2020 Plan, and material amendments to the 2020 Plan may require stockholder approval. The 2020 Plan provides for adjustments in the number of shares of common stock covered by each outstanding option award resulting from a future recapitalization. In the event of a merger with another company or the sale of substantially all of our assets, each outstanding stock option award will be assumed, or an equivalent option award will be substituted, by the successor corporation.\n\n \n\nAwards under the 2020 Plan cannot be sold, pledged, or assigned and may only be transferred under limited circumstances by will or by the laws of descent to immediate family members as defined in the 2020 Plan.\n\nPage **60**"}