{"url_path":"/sec/cik-0001748232/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1748232/0001493152-26-033140-index.html","accession_number":"0001493152-26-033140","cik":"0001748232","ticker":null,"issuer_name":"GPODS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1748232/0001493152-26-033140-index.html","primary_entity_key":"0001748232","primary_entity_name":"GPODS, INC."},"word_count":1175,"has_tables":true,"body_markdown":"**ITEM\n11. EXECUTIVE COMPENSATION**\n\n \n\n*General\nPhilosophy*\n\n \n\nOur\nBoard is solely responsible for establishing and administering our executive and director compensation plans, if any.\n\n \n\n*Executive\nCompensation*\n\n \n\nThe\nfollowing table shows, for the twelve months ended March 31, 2026 and 2025, compensation awarded or paid to, or earned by, our Chief\nExecutive Officer and Chief Financial Officer (the “Named Executive Officers”).\n\n \n\nSUMMARY COMPENSATION TABLE\n\n**Name\nand**\n\n**principal\nposition (a)**\n \nYear (b) \n\n**Salary**\n\n**($)**\n\n**(c)**\n  \n\n**Bonus**\n\n**($)**\n\n**(d)**\n  \n\n**Stock**\n\n**Awards**\n\n**($)**\n\n**(e)**\n  \n\n**Option**\n\n**Awards**\n\n**($)**\n\n**(f)**\n  \n\n**Non-Equity**\n\n**Incentive\nPlan**\n\n**Compensation**\n\n**($)**\n\n**(g)**\n  \n\n**Nonqualified**\n\n**Deferred**\n\n**Compensation**\n\n**Earnings**\n\n**($)**\n\n**(h)**\n  \n\n**All\nOther**\n\n**Compensation**\n\n**($)**\n\n**(i)**\n  \nTotal ($) (j) \n\nRobert\nDolan\n\nCEO,\nCFO and Director (1) (2)\n \n2026 \n 60,000  \n -  \n -  \n -  \n -  \n -  \n            -  \n 60,000 \n\n  \n2025 \n 60,000  \n -  \n -  \n -  \n -  \n -  \n -  \n 60,000 \n\n \n\nThe\nCompany had an employment arrangement with Mr. Dolan for services which administratively terminated on February 28, 2019. We initially\nentered into this agreement on March 27, 2017. Mr. Dolan’s compensation was not based on any percentage of profits or other financial\ncalculations. Mr. Dolan as a board member makes decisions determining the amount and timing of payment for his compensation and, for\nthe immediate future, Mr. Dolan has elected not to receive payment of compensation which permits us to meet our day-day financial obligations.\nMr. Dolan’s compensation was deferred until at such time that we receive sufficient financing or that we no longer are a going\nconcern. During the twelve months ended March 31, 2025 the Company and Mr. Dolan came to an agreement to cancel certain outstanding obligations\nof the Company due and owing to Mr. Dolan. Pursuant to the agreement Mr. Dolan forgave $225,000 in past due compensation, tendered another\n$250,000 in past due compensation or accrued compensation for 2,500,000 shares of the Company’s common stock and exchanged $50,000\nin amounts due to Mr. Dolan for certain expenditures incurred by Mr. Dolan in exchange for 500,000 shares of the Company’s common\nstock. As part of this agreement, the Company was able to leverage Mr. Dolan’s forgiveness of certain debts, the exchange of equity\nfor amounts due to Mr. Dolan to obtain forgiveness of certain debts from several vendors as well as the exchange of equity for amounts\ndue to several vendors. This would have not occurred without the cooperation of Mr. Dolan.\n\n \n\n \n(1)\nMr.\nDolan was previously employed by the Company under an employment agreement that provided for initially a $5,000/month salary increasing\nin the second (2nd) year to $5,500/month salary. The Company and Mr. Dolan mutually agreed to defer the payment of compensation\nuntil as such time the Company is able to with sufficient financing and/or it ceases to be a going concern. Mr. Dolan currently receives\nan accrued salary of $60,000 per year which is through a verbal agreement and understanding with the Company. While the previous\n(and now terminated) agreement called for annual increases, Mr. Dolan and the Board of Directors agreed to keep the compensation\nto $5,000/month until the Company achieves financing in excess of $750,000.\n\n \n(2)\nMr.\nDolan converted $250,000 in past due compensation in exchange for 2,500,000 shares of the Company’s common stock at a price\nof $0.10 per share. This occurred on around March 28, 2025. The Company has not issued the shares as of this date. Mr. Dolan additionally\nforgave $225,000 in past due compensation for no consideration, this occurred prior to or by December 31, 2024. The Company currently\nhas a balance that is due to Mr. Dolan for past due compensation at March 31, 2026.\n\n \n\n*Grants\nof Plan-Based Awards Table*\n\n \n\nNone\nof our named executive officers received any grants of stock, option awards or other plan-based awards during the year ended March 31,\n2026. The Company had no activity with respect to any types of these awards.\n\n \n\n*Options\nExercised and Stock Vested Table*\n\n \n\nNone\nof our named executive officers exercised any stock options, and no restricted stock units, if any, held by our named executive officers\nvested during the year ended March 31, 2026. The Company had no activity with respect to any types of these awards.\n\n \n\n*Outstanding\nEquity Awards at Fiscal Year-End Table*\n\n \n\nNone\nof our named executive officers had any outstanding stock or option awards as of March 31, 2026 that would be compensatory to the officer.\nThe Company has not issued any awards to its named executive officers. The Company and its board of directors may grant awards as it\nsees fit to its employees as well as to key consultants (of which there are none).\n\n \n\n41\n\n \n\n \n\n*Potential\nPayments upon Termination or Change-in-Control*\n\n \n\nSEC\nregulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits\nto our executive officers in connection with any termination of employment or change in control of the company. We currently have no\nemployment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation,\nretirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s\nresponsibilities following a change-in-control. As a result, we have omitted this table.\n\n \n\n*Compensation\nof Directors*\n\n \n\nWe\nhave no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings\nattended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated\nwith corporate matters are reimbursed by us, if and when incurred.\n\n \n\nThe\nfollowing table sets forth compensation paid to our non-executive (and executive) directors for the fiscal year ended March 31, 2026.\n\n \n\n**Name**\n** **\n**Fees\nEarned or Paid in Cash**\n** **\n** **\n**Stock\nAwards**\n** **\n** **\n**Option\nAwards**\n** **\n \n\n**Non-Equity**\n\n**Incentive\nPlan**\n\n**Compensation**\n\n \n \n\n**Nonqualified**\n\n**Deferred**\n\n**Compensation**\n\n**Earnings**\n\n \n \n\n**All\nOther**\n\n**Compensation**\n\n \n** **\n**Total**\n** **\n\nRobert\nDolan(1)\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 \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\nWesley\nFry(2)\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\n(1)\nMr. Dolan provides his services as a director to the Company for no compensation or expense.\n\n(2)\nMr. Fry provides his services as a director to the Company for no compensation or expense.\n\n \n\n*Pension\nTable*\n\n \n\nNone.\n\n \n\n*Retirement\nPlans*\n\n \n\nWe\ndo not offer any annuity, pension, or retirement benefits to be paid to any of our officers, directors, or employees in the event of\nretirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result\nfrom the resignation, retirement, or any other termination of employment with our company, or from a change in the control of our Company.\n\n \n\n*Compensation\nCommittee*\n\n \n\nWe\ndo not have a separate compensation committee. Instead, our Board reviews and approves executive compensation policies and practices,\nreviews salaries and bonuses for other officers, administers our stock option plans and other benefit plans, if any, and considers other\nmatters that may be brought forth to it.\n\n \n\n*Risk\nManagement Considerations*\n\n \n\nWe\nbelieve that our compensation policies and practices for our employees, including our executive officers, do not create risks that are\nreasonably likely to have a material adverse effect on our Company."}