{"url_path":"/sec/essi/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1490873/0001477932-26-003725-index.html","accession_number":"0001477932-26-003725","cik":"0001490873","ticker":"ESSI","issuer_name":"ECO SCIENCE SOLUTIONS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1490873/0001477932-26-003725-index.html","primary_entity_key":"0001490873","primary_entity_name":"ECO SCIENCE SOLUTIONS, INC."},"word_count":933,"has_tables":true,"body_markdown":"**ITEM 11. EXECUTIVE COMPENSATION**\n\n \n\n**Summary Compensation Table**\n\n \n\nThe following table summarizes compensation earned by the Company’s named executive officers for the fiscal years ended January 31, 2026 and 2025.\n\n \n\n**Name and Principal Position**\n\n \n\n**Fiscal Year**\n\n \n\n**Salary ($)**\n\n \n\n**Bonus ($)**\n\n \n\n**Stock Awards ($)**\n\n \n\n**Option Awards ($)**\n\n \n\n**Non-Equity Incentive Plan Compensation ($)**\n\n \n\n**All Other Compensation ($) / Total ($)**\n\nMichael D. Rountree, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Treasurer and Secretary\n\n \n\n2026\n\n \n\n250,000\n\n \n\nNone\n\n \n\nNone(1)\n\n \n\nNone\n\n \n\nNone\n\n \n\nTotal: 250,000\n\n \n\n \n\n2025\n\n \n\n250,000\n\n \n\nNone\n\n \n\nNone\n\n \n\nNone\n\n \n\nNone\n\n \n\nTotal: 250,000\n\nA. Carl Mudd, Ombudsman, Director and Chairman of the Board\n\n \n\n2026\n\n \n\n120,000\n\n \n\nNone\n\n \n\nNone(1)\n\n \n\nNone\n\n \n\nNone\n\n \n\nTotal: 120,000\n\n \n\n \n\n2025\n\n \n\n120,000\n\n \n\nNone\n\n \n\nNone\n\n \n\nNone\n\n \n\nNone\n\n \n\nTotal: 120,000\n\nS. Randall Oveson, Director\n\n \n\n2026/2025\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\nTotal: —\n\n \n\n*(1) The Summary Compensation Table reports as “None” the column captioned “Stock Awards” for fiscal year 2026 because the equity issued to Mr. Rountree and Mr. Mudd on January 31, 2026 represented the settlement of previously accrued and previously expensed liabilities rather than new compensation awarded in fiscal year 2026. Specifically, as further described below and in Note 7 and Note 8 to the accompanying consolidated financial statements: (i) approximately $1,690,000 of accrued and unpaid base salary owing to Mr. Rountree was settled through the issuance of approximately 2,414,286 shares of restricted common stock (after giving effect to the May 4, 2026 reverse stock split, at an adjusted stated issuance price of $0.70 per share); (ii) approximately $337,480 of unpaid advances by Mr. Rountree on behalf of the Company was settled through the issuance of approximately 482,114 shares of restricted common stock at the same adjusted stated issuance price; and (iii) approximately $610,000 of accrued advisory fees owing to Mr. Mudd was settled through the issuance of approximately 871,429 shares of restricted common stock (after giving effect to the May 4, 2026 reverse stock split, at the same adjusted stated issuance price of $0.70 per share). The Company expensed and disclosed the underlying compensation and advisory fees in the periods in which the services were rendered. The January 31, 2026 issuance of restricted common stock represented settlement of these previously accrued obligations and is therefore not reported as a new fiscal year 2026 stock award in the Summary Compensation Table. The aggregate fair value of the equity instruments issued in connection with these settlements is reflected in the Company’s consolidated financial statements and in Item 13 — Certain Relationships and Related Transactions, and Director Independence.*\n\n \n\n \n\n24\n\n*Table of Contents*\n\n \n\n**Michael D. Rountree**\n\n \n\nMr. Rountree was appointed Chief Operating Officer on June 21, 2017 and was appointed interim Chief Financial Officer and Treasurer on December 8, 2020. Effective January 31, 2021, Mr. Rountree formally accepted the positions of Chief Executive Officer and Chief Financial Officer. Effective January 17, 2023, Mr. Rountree assumed the additional role of President following the resignation of Jeffery Taylor. Effective April 2, 2025, Mr. Rountree was appointed Secretary of the Company.\n\n \n\nPursuant to his Executive Employment Agreement, as amended, Mr. Rountree is entitled to an annual base salary of $250,000, which has historically accrued when unpaid due to the Company’s limited liquidity.\n\n \n\nDuring the year ended January 31, 2021, Mr. Rountree received 120,000 shares of restricted common stock, after giving retroactive effect to the Company’s May 4, 2026 1-for-25 reverse stock split, in connection with his employment agreement.\n\n \n\nAs of January 31, 2026 and 2025, accrued and unpaid compensation owing to Mr. Rountree totaled approximately $0 and $1,440,000, respectively. On January 31, 2026, accrued compensation owing to Mr. Rountree totaling approximately $1,690,000 was settled through the issuance of restricted shares of common stock.\n\n \n\nDuring the fiscal years ended January 31, 2026 and 2025, Mr. Rountree advanced funds on behalf of the Company totaling approximately $14,597 and $28,136, respectively. On January 31, 2026, amounts owing to Mr. Rountree relating to unpaid advances totaling approximately $337,480 were settled through the issuance of restricted shares of common stock.\n\n \n\n**A. Carl Mudd**\n\n \n\nOn December 23, 2020, the Company entered into a Board Advisory Agreement pursuant to which Mr. Mudd agreed to serve as Chairman of the Board and Ombudsman of the Company.\n\n \n\nPursuant to the agreement, the Company accrued advisory fees of $10,000 per month commencing December 24, 2020.\n\n \n\nOn January 31, 2026, accrued advisory fees owing to Mr. Mudd totaling approximately $610,000 were settled through the issuance of restricted shares of common stock. As of January 31, 2026 and 2025, amounts owing to Mr. Mudd totaled approximately $0 and $490,000, respectively.\n\n \n\n**Outstanding Equity Awards**\n\n \n\nNone.\n\n \n\n**Employment Agreements**\n\n \n\nAs of January 31, 2026, the Company maintained an employment agreement with Michael D. Rountree and a Board Advisory Agreement with A. Carl Mudd.\n\n \n\n**Director Compensation**\n\n \n\nDirectors who are also employees or officers of the Company do not receive additional compensation for service as directors. Other than compensation payable to Mr. Mudd pursuant to his Board Advisory Agreement and Ombudsman role, directors currently serve without separate cash compensation for board service.\n\n \n\n**Clawback Policy / Item 402(w)**\n\n \n\nThe Company is not a “listed issuer” (as defined in Rule 10D-1 under the Exchange Act) because the Company’s common stock is not listed on a national securities exchange. As a result, the Company is not required to maintain or disclose a compensation recovery policy under Rule 10D-1 or pursuant to Item 402(w) of Regulation S-K, and no Exhibit 97 has been filed with this Annual Report on Form 10-K. The Company will evaluate the adoption of a clawback policy that complies with Rule 10D-1 if and when the Company’s common stock becomes listed on a national securities exchange.\n\n \n\n \n\n25\n\n*Table of Contents*"}