{"url_path":"/sec/etst/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/1538495/0001493152-26-029160-index.html","accession_number":"0001493152-26-029160","cik":"0001538495","ticker":"ETST","issuer_name":"Earth Science Tech, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1538495/0001493152-26-029160-index.html","primary_entity_key":"0001538495","primary_entity_name":"Earth Science Tech, Inc."},"word_count":1288,"has_tables":true,"body_markdown":"**ITEM\n11. EXECUTIVE COMPENSATION**\n\n \n\nOn\nAugust 15, 2024, the Board of Directors approved new twelve-month employment agreements for both the CEO and the COO, effective October\n1, 2024. Pursuant to these agreements, the CEO was entitled to receive eighteen percent of the Company’s monthly cash receipts,\nwhile the COO was entitled to receive twelve percent. As with the prior arrangement, payments were contingent upon the Company achieving\na quarter-over-quarter increase in net profit. If net profit did not increase for a given quarter, the agreements would require renegotiation,\nand no payments would be made at the beginning of the following quarter. On December 30, 2024, the CEO and COO entered into an amendment\nto their respective employment agreements, which was approved by the Board of Directors and became effective January 1, 2025. Under the\namended terms, the CEO receives a fixed monthly salary of two hundred thousand dollars, and the COO receives a fixed monthly salary of\none hundred fifty thousand dollars. In addition to their base salaries, and in lieu of any stock-based compensation, both officers are\neligible to receive quarterly performance bonuses, provided the Company’s total assets increase by at least five percent on a quarter-over-quarter\nbasis. If this performance threshold is met, the CEO is entitled to a bonus equal to ten percent of the Company’s revenue for the\npreceding quarter, and the COO is entitled to a bonus equal to seven percent of the Company’s revenue for the same period. In a\nmove to maximize the Company’s operating leverage and demonstrate fiscal discipline, the CEO and COO mutually agreed to rescind\nthese Amended Employment Agreements on February 15, 2026, the CEO and COO mutually agreed to rescind their prior Amended Employment Agreements\ndated December 30, 2024. Both executives have waived all revenue-based bonuses and variable compensation during this interim period.\nTheir employment remains at-will and at the pleasure of the Board of Directors, and the interim terms will continue until after the Company’s\nJuly 2026 Annual Meeting of Shareholders.\n\n \n\nOn\nMarch 14, 2024, the Company’s Board of Directors appointed Ernesto L. Flores as Chief Financial Officer, succeeding Gabrielle Schuster.\nMr. Flores receives an annual base salary of one hundred sixty thousand dollars, paid on a biweekly basis. He is eligible for milestone-based\nbonuses, as well as a year-end discretionary bonus determined by the Company’s Chief Executive Officer. On December 26, 2024, Mr.\nFlores was elected to the Company’s Board of Directors and appointed as a member of the Audit and Compensation Committees. In this\ncapacity, he is entitled to receive compensation of four thousand dollars for each Board meeting attended. On March 11, 2025, the Board\nof Directors and the Compensation Committee approved the continuation of Mr. Flores’s compensation arrangement and added performance-based\nbonuses, with amounts to be determined at the sole discretion of the Chief Executive Officer. On March 11, 2026, the Company and Mr.\nFlores mutually agreed to renew his Employment Agreement for an additional one-year term. All other material terms and conditions of\nEmployment Agreement remain unchanged and in full force and effect.\n\n \n\n30\n\n \n\n \n\nOn\nApril 16, 2024, the Company’s Board of Directors appointed Christopher Rose as the Company’s Chief Technology Officer (“CTO”).\nMr. Rose will receive an annual base salary of two hundred seventy thousand dollars, payable on a biweekly basis. In addition, he will\nbe eligible to receive milestone-based bonuses and may be considered for a discretionary year-end bonus, as determined by the Company’s\nChief Executive Officer. On March 11, 2025, the Board of Directors and the Compensation Committee approved the continuation of Mr. Rose’s\ncompensation arrangement and added performance-based bonuses, the amounts of which will be determined at the sole discretion of the Chief\nExecutive Officer. On March 11, 2026, the Company and Mr. Rose mutually agreed to renew his Employment Agreement for an additional one-year\nterm. All other material terms and conditions of Employment Agreement remain unchanged and in full force and effect.\n\n \n\nVictoria\nLosada, the Company’s Secretary elected in late 2023, receives compensation of five hundred dollars for each Board meeting attended\nin her capacity as Secretary. On December 26, 2024, Ms. Losada was also elected as a member of the Company’s Board of Directors\nand appointed as a member of the Compensation Committee.\n\n \n\nPOTENTIAL\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. Such payments are set\nforth above in the section entitled “Executive Compensation.”\n\n \n\nOUTSTANDING\nEQUITY AWARDS AT FISCAL YEAR END\n\n \n\nNone.\n\n \n\nOPTION/SAR\nGRANTS IN THE LAST FISCAL YEAR\n\n \n\nNone.\n\n \n\nCONSULTING\nAGREEMENTS WITH OFFICERS AND DIRECTORS\n\n \n\nNone.\n\n \n\nDIRECTOR\nCOMPENSATION\n\n \n\nDuring\nthe fiscal year ended March 31, 2026, the Company maintained its commitment to high-level corporate governance through its Board of Directors,\nwhich provides strategic oversight across the Company’s pharmaceutical, telemedicine, and asset management divisions. The Board’s\ncompensation structure is designed to attract and retain qualified individuals while remaining mindful of the Company’s focus on\nlean operations and disciplined capital management.\n\n \n\nIn\n2024, the Company implemented a standard compensation policy for its Board of Directors, awarding four thousand dollars per meeting attended\nto each member. This policy applied to executive directors and independent directors alike, ensuring that those responsible for the Company’s\nfiduciary and strategic direction were appropriately compensated for their time and expertise.\n\n \n\nOn\nFebruary 15, 2026, as part of a broader initiative to optimize corporate overhead and reallocate resources toward strategic growth, the\nCompany and all members of its Board of Directors entered into an Omnibus Amendment to Director Agreements. This amendment uniformly\nmodified the compensation for Board meeting attendance for the entire Board, including independent directors Jeff P.H. Cazeau and Emiliano\nCuria, MD.\n\n \n\n31\n\n \n\n \n\nEffective\nimmediately upon the execution of the Omnibus Amendment, the compensation for attendance at Board meetings was reduced by fifty percent,\nfrom four thousand dollars to two thousand dollars per meeting. This adjustment reflects a unified effort by the Board to align its interests\nwith those of the shareholders by preserving cash for operational scaling and the systematic reduction of authorized common stock.\n\n \n\nAll\nother substantive terms of the prior director agreements, including provisions regarding confidentiality, non-disclosure, and indemnification\nobligations, remain in full force and effect. The Board believes that this revised compensation structure remains sufficient to ensure\nthe ongoing dedication and oversight of its members leading into the July 2026 Annual Meeting of Shareholders.\n\n \n\nINDEMNIFICATION\nOF DIRECTORS AND OFFICERS\n\n \n\nThe\nCompany’s officers and directors are indemnified as provided by the Florida Statutes and the Company’s bylaws.\n\n \n\nThe\nCompany’s bylaws provide that it will advance to any person who was or is a party or is threatened to be made a party to any threatened,\npending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that\nhe is or was a director or officer of the Company, or is or was serving at the request of Earth Science Tech as a director or executive\nofficer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding,\npromptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt\nof an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not\nentitled to be indemnified under the bylaws or otherwise.\n\n \n\nThere\nare no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event\nof retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company."}