{"url_path":"/sec/cik-0001883984/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1883984/0001437749-26-020545-index.html","accession_number":"0001437749-26-020545","cik":"0001883984","ticker":null,"issuer_name":"Alternus Clean Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1883984/0001437749-26-020545-index.html","primary_entity_key":"0001883984","primary_entity_name":"Alternus Clean Energy, Inc."},"word_count":1126,"has_tables":true,"body_markdown":"**Item 11. Executive Compensation**\n\n \n\n**Summary Compensation Table**\n\n \n\nThe following table sets forth certain information with respect to compensation for the years ended *December 31, 2025*and *2024*, earned by or paid to our Chief Executive Officer and our *two* other most highly compensated executive officers whose total compensation exceeded *US$100,000* (the “named executive officers”). \n\n \n\n    ** **** **** ** ** **** **** ** \n**All Other**\n  \n**Stock**\n  ** **** **** **\n\n  * * \n**Salary**\n* * \n**Bonus**\n  \n**Compensation**\n* * \n**Awards**\n* * \n**Total**\n \n\n**Name and Principal Position**\n \n**Year**\n \n**($)**\n* * \n**($)**\n  \n**($)**\n* * \n**($)**\n* * \n**($)**\n \n\n**Vincent Browne (1)**\n \n*2025*\n  *312,000**(1)(3)*   *-*   *44,100**(1)(2)*   *600,000**(6)*   *956,100* \n\n**Chief Executive Officer and acting Chief Financial Officer, Board Chairman**\n \n*2024*\n  *192,000**(1)(2)*   *-*   *44,100**(2)*   *-** *  *236,100* \n\n**David Farrell**\n \n*2025*\n  *188,033**(3)*   *-*   *-** *  *-** *  *188,033* \n\n**Chief Operating Officer (Former)**\n \n*2024*\n  *240,000** *  *-*   *-** *  *-** *  *240,000* \n\n**Taliesin Durant**\n \n*2025*\n  *208,000**(3)*   *-*   *-** *  *200,000**(6)*   *408,000* \n\n**Chief Legal Officer**\n \n*2024*\n  *190,000** *  *-*   *102,205**(2)(5)*   *-** *  *292,205* \n\n \n\n(*1*)\n\nMr. Browne’s salary includes fees earned by Vestco, a company he owns and controls, pursuant to a services agreement between VestCo and *one* of our US subsidiaries.\n\n \n\n(*2*)\n\nOther compensation includes car allowance.\n\n \n\n(*3*)\n\nRepresents salary earned during the fiscal year but *not* fully paid by *December 31, 2025,*consisting of *$92,000* owed to Mr. Browne, $___ owed to Mr. Farrell and *$49,695* owed to Ms. Durant.\n\n \n\n(*4*)\n\nMr. Farrell resigned effective *February 13, 2026.*\n\n \n\n(*5*)\n\nOther compensation includes housing allowance effective *July 2023*to *December 2024.*\n\n \n\n(*6*)\n\nAmounts reported represent the aggregate grant date fair value of stock awards granted to our executive officers during *2025,* computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic *718,* Compensation—Stock Compensation, or ASC Topic *718.* The assumptions used in calculating the grant date fair value of the stock awards reported in these columns are set forth in the notes to our audited consolidated financial statements included elsewhere in this prospectus. These amounts will *not* reflect the actual economic value that *may*be realized by the named executive officers.\n\n \n\n**Employment Agreements.**\n\n \n\n**Vincent Browne**\n\n \n\nVestCo Corp., a company owned and controlled by Vincent Browne, entered into a Professional Consulting Agreement with *one* of our US subsidiaries under which Alternus pays VestCo a monthly fee of *$16,000.* This agreement has a *five*-year initial term.\n\n \n\nAdditionally, Mr. Browne entered into an Employment Agreement (the “Browne Employment Agreement”) with an Irish subsidiary of the Company under which Mr. Browne receives an annual base salary of *€120,000* and an annual bonus of up to *100%* of his salary based on achieving certain milestones. In addition, he is eligible to receive certain equity and/or equity-based awards under the Company’s long-term incentive compensation plan(s), *none* of which has been issued at this time.\n\n \n\nThe Company *may*terminate the Browne Employment Agreement for “Cause” which is defined as any of the following: (i) the conviction of a felony, or a crime involving dishonesty or moral turpitude; (ii) fraud, misappropriation or embezzlement; or (iii) willful failure or gross negligence in the performance of assigned duties, which failure or negligence continues for more than *thirty* (*30*) days following written notice of such failure or negligence. Alternus *may*terminate the Browne Employment Agreement without Cause at any time by giving *90* days’ advance written notice and shall pay a sum equal to *five* years of base salary. Mr. Browne *may*terminate his employment agreement for Good Reason (as defined in the Browne Employment Agreement) with *90* days’ notice, and Alternus shall be obligated to pay him severance pay equal to *five* years of base salary.\n\n \n\nAdditionally, further to our former Chief Financial Officer, Mr. Joseph E. Duey’s resignation, Mr. Browne is currently functioning as the Interim Chief Financial Officer of the Company, until a suitable replacement is sought or appointed by the Company and its board of directors.\n\n \n\n**Taliesin Durant**\n\n \n\nThe Company and Ms. Durant entered into an employment agreement under which Ms. Durant receives an annual base salary of *$190,000* and a cash bonus of up to *100%* of her salary based on achieving certain milestones. In addition, she is eligible to receive certain equity and/or equity-based awards under the Company’s long-term incentive compensation plan(s), *none* of which has been issued at this time. This agreement has a *five*-year initial term.\n\n \n\n*58*\n\n[Table of Contents](#toc)\n\n \n\nThe Company *may*terminate her employment agreement for “Cause” which is defined as any of the following: (i) the conviction of a felony, or a crime involving dishonesty or moral turpitude; (ii) fraud, misappropriation or embezzlement; or (iii) willful failure or gross negligence in the performance of assigned duties, which failure or negligence continues for more than *thirty* (*30*) days following written notice of such failure or negligence. If the executive’s employment is terminated by Alternus without Cause during the term of the Employment agreement, the Alternus must give *two* weeks’ prior written notice and shall pay severance pay equal to *one* year of base salary. If Alternus closes a ‘Change in Control’ transaction, then the employment agreement will automatically terminate, and the Company shall pay severance pay equal to *two* years of base salary and any unvested stock shall automatically become fully vested. The executive *may*terminate the employment agreement for Good Reason (as defined in such employment agreement) with *90* days’ notice, and Alternus shall be obligated to pay the executive severance pay equal to *one* year of base salary.\n\n \n\n**Outstanding Equity Awards at Fiscal Year-End**\n\n \n\nAs of *December 31, 2024* and *2025*, the Company currently does *not* have any outstanding awards or options underlying its current Incentive Plan (as defined below).\n\n \n\n**Director Compensation Table**\n\n \n\nThe following table provides information concerning compensation paid to our directors during fiscal year ended *December 31, 2025*.\n\n \n\nMr. Brown’s compensation was as a paid executive in *2025* and he did *not* receive compensation for his services as a board member.\n\n \n\n  \n**Fee Earned /**\n  ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** **\n\n  \n**Paid in**\n  \n**Stock**\n  ** **** **** ** ** **** **** ** ** **** **** **\n\n  \n**Cash**\n  \n**Awards**\n  \n**Options**\n  \n**Others**\n  \n**Total**\n \n\n**Name**\n \n**($)**\n  \n**($)**\n  \n**($)**\n  \n**($)**\n  \n**($)**\n \n\nJohn P. Thomas\n  *228,000*   *600,000**(6)*  *-*   *-*   *828,000* \n\nAaron T. Ratner\n  *-*   *120,000**(6)*  *-*   *-*   *120,000* \n\nNicholas Parker\n  *-*   *120,000**(6)*  *-*   *-*   *120,000* \n\nTone Bjornov\n  *7,000*   *120,000**(6)*  *-*   *-*   *127,000* \n\nRolf Wikborg\n  *-*   *120,000**(6)*  *-*   *-*   *120,000* \n\n \n\n(*1*)\n\nMr. Thomas’ compensation includes fees earned under a consulting agreement entered into in *July 2023,*as amended effective *January 1, 2025, *with *one* of our US subsidiaries.  Of this total amount, *$40,303* remains owed to Mr. Thomas as of *December 31, 2025.*\n\n \n\n(*2*)\n\nAmounts reported represent the aggregate grant date fair value of stock awards granted to our directors during *2025,* computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic *718,* Compensation—Stock Compensation, or ASC Topic *718.* The assumptions used in calculating the grant date fair value of the stock awards reported in these columns are set forth in the notes to our audited consolidated financial statements included elsewhere in this prospectus. These amounts will *not* reflect the actual economic value that *may*be realized by the named directors.\n\n \n\n*59*\n\n[Table of Contents](#toc)"}