{"url_path":"/sec/gwav/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/1589149/0001493152-26-028562-index.html","accession_number":"0001493152-26-028562","cik":"0001589149","ticker":"GWAV","issuer_name":"Greenwave Technology Solutions, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1589149/0001493152-26-028562-index.html","primary_entity_key":"0001589149","primary_entity_name":"Greenwave Technology Solutions, Inc."},"word_count":3020,"has_tables":true,"body_markdown":"**ITEM\n11. EXECUTIVE COMPENSATION**\n\n \n\n**2025\nSummary Compensation Table**\n\n \n\nOur\nnamed executive officers for the year ended December 31, 2025 was Danny Meeks, our Chief Executive Officer and former interim Chief Financial\nOfficer.\n\n \n\nOur\nnamed executive officers for the year ended December 31, 2024 were Danny Meeks, our Chief Executive Officer, and Isaac Dietrich, our\nformer Chief Financial Officer. Mr. Dietrich employment was terminated on April 12, 2025.\n\n \n\nMs.\nPullano, our Chief Financial Officer, was appointed in February 2026 and was not a named executive officer for the year ended December\n31, 2025.\n\n \n\nThe\nfollowing table presents the compensation awarded to, earned by or paid to our named executive officers for the years ended December\n31, 2025 and December 31, 2024.\n\n \n\nName\nand Principal Position \nYear  \nSalary\n\n($)  \nBonus\n\n($)  \n**Stock\nawards ($)(1)**  \n**Option\nawards ($)(1)**  \nNonequity\n\nincentive\nplan\ncompensation\n($)  \n**Nonqualified\ndeferred compensation earnings ($)(2)**  \nAll\nother\ncompensation\n($)  \nTotal\n\n($) \n\nDanny Meeks \n 2025  \n —  \n —  \n —  \n —  \n —  \n 2,851,605  \n —  \n 2,851,605 \n\n*Chief\nExecutive Officer and Former Interim Chief Financial Officer(3)* \n 2024  \n 28,846  \n —  \n —  \n —  \n —  \n 321,154  \n 150,000(4) \n 500,000 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nIsaac Dietrich \n 2025  \n 107,468  \n —  \n —  \n —  \n —  \n —  \n —  \n 107,468 \n\n*Former\nChief Financial Officer(5)* \n 2024  \n 64,624  \n 230,100  \n 93,000  \n —  \n —  \n —  \n —  \n 387,724 \n\n \n\n(1)\nThese\namounts are the aggregate fair value of the equity compensation incurred by the Company for payments to executives during the fiscal\nyear. The aggregate fair value is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting\nStandards Codification (“ASC”) Topic 718. The fair market value was calculated using the Black-Scholes options pricing\nmodel.\n\n(2)\nIn\n2024, our CEO deferred a portion of his salary not paid by the Company.\n\n(3)\nMr.\nMeeks resigned as interim Chief Financial Officer of the Company in February 2026.\n\n(4)\nIncludes\n$38,000 attributed to the personal use of a car, $23,700 in reimbursed travel expenses, and a $10,000 business clothing allowance.\n\n(5)\nMr.\nDietrich was terminated as the Company’s Chief Financial Officer in April 2025\n\n \n\n34\n\n \n\n \n\n**Narrative\nDisclosure to the Summary Compensation Table**\n\n \n\n*Danny\nMeeks*\n\n \n\nOn\nSeptember 30, 2021, the Company entered into an employment agreement with Danny Meeks pursuant to which Mr. Meeks serves as the Company’s\nChief Executive Officer. Pursuant to the terms of the employment agreement, Mr. Meeks shall receive an annual base salary of $500,000.\nIn addition, Mr. Meeks shall be eligible to receive an annual bonus and shall be eligible to receive such awards under the Company’s\nincentive plans as determined by the Company’s Compensation Committee. Mr. Meeks may be terminated by the Company or may voluntarily\nresign, at any time, with or without cause. Either the Company or Mr. Meeks may terminate Mr. Meeks’ employment upon two weeks\nprior written notice.\n\n \n\nUntil\nOctober 1, 2026, for every $1 million in annual revenue Empire Services, Inc., a Virginia corporation and wholly owned subsidiary of\nthe Company, generates over $20 million, Mr. Meeks shall be entitled to receive either 7,576 shares of the Company’s common stock\nor $50,000 in cash, at the discretion of Mr. Meeks.\n\n \n\nUpon\ntermination except by death (the “Termination Date”), the Company shall pay Mr. Meeks (i) any accrued but unpaid compensation,\n(ii) a pro-rata portion of his annual bonus calculated as of the Termination Date and (iii) reimbursement of expenses incurred on or\nprior to the Termination Date. In addition, Mr. Meeks may elect to receive Consolidated Omnibus Budget Reconciliation Act of 1985 benefits\nfor up to twelve months from the Termination Date. Upon termination of Mr. Meeks’ employment for death, the Company shall pay Mr.\nMeeks (i) any accrued but unpaid compensation and (ii) reimbursement of expenses incurred on or prior to such date. Mr. Meeks is also\nentitled to participate in any and all benefit plans such as health, dental and life insurance, from time to time, in effect for senior\nexecutives, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from\ntime to time. In the fiscal years ended December 31, 2025 and December 31, 2024, Mr. Meeks received $0 and $0 in bonuses, respectively.\nMr. Meeks did not receive any compensation related to his position as a director. As of December 31, 2025 and 2024, Mr. Meeks was owed\n$3,051,605 and $950,000 in accrued but unpaid bonuses, respectively.\n\n \n\n*Isaac\nDietrich*\n\n \n\nOn\nApril 28, 2023, the Company hired Isaac Dietrich as Chief Financial Officer, for which he received a salary of $300,000 per year. On\nApril 12, 2025, the Company terminated the employment of Isaac Dietrich, effective immediately.\n\n \n\nAt\nno time during the periods listed in the above tables, with respect to any named executive officers, was there:\n\n \n\n \n●\nany\noutstanding option or other equity-based award re-priced or otherwise materially modified (such as by extension of exercise periods,\nthe change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the\nbases upon which returns are determined);\n\n \n\n \n●\nany\nwaiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock\nincentive plan compensation or payouts; or\n\n \n\n \n●\nany\nnon-equity incentive plan award made to a named executive officer.\n\n \n\n**Nonqualified\nDeferred Compensation**\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, our CEO deferred a portion of his salary not paid by the Company, as disclosed\nin the table above. Such payments were deferred because timely payments further jeopardize the Company’s ability to continue as\na going concern. The Company intends to make such payments as soon as it is able.\n\n \n\n35\n\n \n\n \n\n**Outstanding\nEquity Awards at December 31, 2025**\n\n \n\nThe\nfollowing table sets forth information regarding the outstanding equity awards held by our NEOs as of December 31, 2025:\n\n \n\n  \nOption\nAwards  \nStock\nAwards \n\nName \n\n**Number\nof**\n\n**Securities**\n\n**Underlying**\n\n**Unexercised**\n\n**Options**\n\n**(#)**\n\n**Exercisable**\n \n \n**Number\nof**\n\n**Securities**\n\n**Underlying**\n\n**Unexercised**\n\n**Options**\n\n**(#)**\n\n**Unexercisable**\n  \n \n**Equity**\n\n**Incentive**\n\n**Plan**\n\n**Awards:**\n\n**Number\nof**\n\n**Securities**\n\n**Underlying**\n\n**Unexercised**\n\n**Unearned**\n\n**Options**\n\n**(#)**\n  \n \n**Option**\n\n**Exercise**\n\n**Price**\n\n**($)**\n  \n \n**Option**\n\n**Expiration**\n\n**Date**\n  \n\n**Number\nof**\n\n**Shares\nor**\n\n**Units\nof**\n\n**Stock**\n\n**That\nHave**\n\n**Not\nVested**\n\n**(#)**\n \n \n**Market**\n\n**Value\nof**\n\n**Shares\nor**\n\n**Units\nof**\n\n**Stock**\n\n**That\nHave**\n\n**Not\nVested**\n\n**($)**\n  \n \n**Equity**\n\n**Incentive**\n\n**Plan**\n\n**Awards:**\n\n**Number\nof**\n\n**Unearned**\n\n**Shares,**\n\n**Units\nor**\n\n**Other**\n\n**Rights**\n\n**That\nHave**\n\n**Not\nVested**\n\n**(#)**\n  \n \n**Equity**\n\n**Incentive**\n\n**Plan**\n\n**Awards:**\n\n**Market**\n\n**or\nPayout**\n\n**Value\nof**\n\n**Unearned**\n\n**Shares,**\n\n**Units\nor**\n\n**Other**\n\n**Rights\nThat**\n\n**Have\nNot**\n\n**Vested**\n\n**($)**\n \n\nIsaac Dietrich \n— \n —  \n —  \n —  \n —  \n— \n —  \n —  \n$— \n\n \n\n**Timing\nof Equity Awards**\n\n \n\nThe\nCompensation Committee grants equity awards, including stock options, from time to time. This may also include grants in connection with\na new hire, promotion, and other circumstances where the Compensation Committee deems it appropriate to make such grants. Although we\nhave not adopted a formal policy regarding the timing of equity award grants, including stock options, the Compensation Committee does\nnot take material nonpublic information into account when determining the terms of equity awards and has not timed grants or the disclosure\nof material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, there were no stock\noption awards granted to any named executive officer within four business days preceding, or one business day after, the filing of any\nreport on Forms 10-K, 10-Q, or 8-K that disclosed material nonpublic information.\n\n \n\n**Director\nCompensation**\n\n \n\nThe\nfollowing table presents the total compensation for each person who served as a non-employee director of our Board during the fiscal\nyear ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse\nany expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board\nin such period. \n\n \n\nName \n\n**Fees\nEarned**\n\n**or\nPaid in**\n\n**Cash\n($)**\n  \n\n**Stock**\n\n**Awards\n($)**\n  \n\n**Option**\n\n**Awards\n($)**\n  \n\n**All\nOther**\n\n**Compensation\n($)**\n  \nTotal\n\n($) \n\nCheryl Lanthorn \n$45,000(1) \n$       -  \n$       -  \n$             -  \n$45,000 \n\nLisa Lucas-Burke \n$36,889(2) \n$-  \n$-  \n$-  \n$36,889 \n\nHenry Sicignano, III(3) \n$29,583  \n$-  \n$-  \n$-  \n$29,583 \n\nJason Adelman(4) \n$18,000  \n$-  \n$-  \n$-  \n$18,000 \n\nTotal: \n$129,472  \n$-  \n$-  \n$-  \n$129,472 \n\n \n\n(1)\nAs\nof December 31, 2025, $1,500 is owed to Mrs. Lanthorn.\n\n(2)\nAs\nof December 31, 2025, $1,500 is owed to Mrs. Lucas-Burke.\n\n(3)\nMr.\nSicignano, III resigned from the Board effective February 14, 2025.\n\n(4)\nMr.\nAdelman resigned from the Board effective April 10, 2025.\n\n \n\n36\n\n \n\n \n\n**Indemnification\nof Officers and Directors**\n\n \n\nOur\nSecond Amended and Restated Certificate of Incorporation provides that we shall indemnify our officers and directors to the fullest extent\npermitted by applicable law against all liability and loss suffered and expenses (including attorneys’ fees) incurred in connection\nwith actions or proceedings brought against them by reason of their serving or having served as officers, directors or in other capacities.\nWe shall be required to indemnify a director or officer in connection with an action or proceeding commenced by such director or officer\nonly if the commencement of such action or proceeding by the director or officer was authorized in advance by the Board of Directors.\n\n \n\n**Our\nEquity Incentive Plans**\n\n \n\nOur\nStockholders approved our 2014 Equity Incentive Plan (“2014 Plan”) in June 2014, our 2015 Equity Incentive Plan (the “2015\nPlan”) in December 2015, our 2016 Equity Incentive Plan (“2016 Plan”) in October 2016, our 2017 Equity Incentive Plan\n(“2017 Plan”) in December 2016, our 2018 Equity Incentive Plan (“2018 Plan”) in June 2018, our 2021 Equity Incentive\nPlan (“2021 Plan”) in September 2021, our 2022 Equity Incentive Plan (“2022 Plan”) in November 2022, our 2023\nEquity Incentive Plan (“2023 Plan”) in October 2023, and our 2024 Equity Incentive Plan (“2024 Plan” and together\nwith the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the “Plans”) in May\n2024, which was subsequently amended in July 2024. The Plans are identical, except for the number of shares of Common Stock reserved\nfor issuance under each.\n\n \n\nThe\nPlans provide for the grant of incentive stock options, non-statutory stock options, stock bonus awards, restricted stock awards, performance\nstock awards and other forms of stock compensation to our employees, including officers, consultants and directors. Our Plans also provide\nthat the grant of performance stock awards may be paid out in cash as determined by the Committee (as defined herein).\n\n \n\n**Summary\nof the Plans**\n\n \n\n*Authorized\nShares*\n\n \n\nNo\nshares of our Common Stock are reserved for issuance pursuant to the 2014 Plan, 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan,\nthe 2021 Plan, 2022 Plan, or 2023 Plan. There are currently 5 shares of our Common Stock available for issuance pursuant to the 2018\nPlan, 1,112 shares of our Common Stock available for issuance pursuant to the 2021 Plan, 327 shares of our Common Stock available for\nissuance pursuant to the 2022 Plan, 1,828 shares of our Common Stock available for issuance pursuant to the 2023 Plan, and 800,000 shares\nof our Common Stock available for issuance pursuant to the 2024 Plan. Shares of Common Stock issued under our Plans may be authorized\nbut unissued or reacquired shares of our Common Stock. Shares of Common Stock subject to stock awards granted under our Plans that expire\nor terminate without being exercised in full, or that are paid out in cash rather than in shares of Common Stock, will not reduce the\nnumber of shares of Common Stock available for issuance under our Plans. Additionally, shares of Common Stock issued pursuant to stock\nawards under our Plans that we repurchase or that are forfeited, as well as shares of Common Stock reacquired by us as consideration\nfor the exercise or purchase price of a stock award, will become available for future grant under our Plans.\n\n \n\n37\n\n \n\n \n\n*Administration*\n\n \n\nOur\nBoard, or a duly authorized committee thereof (collectively, the “Committee”), has the authority to administer our Plans.\nOur Board may also delegate to one or more of our officers the authority to designate employees other than Directors and officers to\nreceive specified stock, which, in respect to those awards, said officer or officers shall then have all authority that the Committee\nwould have.\n\n \n\nSubject\nto the terms of our Plans, the Committee has the authority to determine the terms of awards, including recipients, the exercise price\nor strike price of stock awards, if any, the number of shares of Common Stock subject to each stock award, the fair market value of a\nshare of our Common Stock, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration,\nif any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under the\nPlans. The Committee has the power to modify outstanding awards under the Plans, subject to the terms of the Plans and applicable law.\nSubject to the terms of our Plans, the Committee has the authority to reprice any outstanding option or stock appreciation right, cancel\nand re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration, or take\nany other action that is treated as a repricing under generally accepted accounting principles, with the consent of any adversely affected\nparticipant.\n\n \n\n*Stock\nOptions*\n\n \n\nStock\noptions may be granted under the Plans. The exercise price of options granted under our Plans must at least be equal to the fair market\nvalue of our Common Stock on the date of grant. The term of an ISO may not exceed 10 years, except that with respect to any participant\nwho owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed 5 years and the exercise\nprice must equal at least 110% of the fair market value on the grant date. The Committee will determine the methods of payment of the\nexercise price of an option, which may include cash, shares of Common Stock or other property acceptable to the Committee, as well as\nother types of consideration permitted by applicable law. No single participant may receive more than 25% of the total options awarded\nin any single year. Subject to the provisions of our Plans, the Committee determines the other terms of options.\n\n \n\n*Performance\nShares*\n\n \n\nPerformance\nshares may be granted under our Plans. Performance shares are awards that will result in a payment to a participant only if performance\ngoals established by the administrator are achieved or the awards otherwise vest. The Committee will establish organizational or individual\nperformance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the\nnumber and/or the value of performance shares to be paid out to participants. After the grant of a performance share, the Committee,\nin its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance shares. The Committee,\nin its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares of Common Stock or in some\ncombination thereof, per the terms of the agreement approved by the Committee and delivered to the participant. Such agreement will state\nall terms and conditions of the agreement.\n\n \n\n*Restricted\nStock*\n\n \n\nThe\nterms and conditions of any restricted stock awards granted to a participant will be set forth in an award agreement and, subject to\nthe provisions in the Plans, will be determined by the Committee. Under a restricted stock award, we issue shares of our Common Stock\nto the recipient of the award, subject to vesting conditions and transfer restrictions that lapse over time or upon achievement of performance\nconditions. The Committee will determine the vesting schedule and performance objectives, if any, applicable to each restricted stock\naward. Unless the Committee determines otherwise, the recipient may vote and receive dividends on shares of restricted stock issued under\nour Plans.\n\n \n\n*Other\nShare-Based Awards and Cash Awards*\n\n \n\nThe\nCommittee may make other forms of equity-based awards under our Plans, including, for example, deferred shares, stock bonus awards and\ndividend equivalent awards. In addition, our Plans authorize us to make annual and other cash incentive awards based on achieving performance\ngoals that are pre-established by our compensation committee.\n\n \n\n38\n\n \n\n \n\n*Merger,\nConsolidation or Asset Sale*\n\n \n\nIf\nthe Company is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another\ncompany while awards or options remain outstanding under the Plans, unless provisions are made in connection with such transaction for\nthe continuance of the Plans and/or the assumption or substitution of such awards or options with new options or stock awards covering\nthe stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares\nand prices, then all outstanding options and stock awards which have not been continued, assumed or for which a substituted award has\nnot been granted shall, whether or not vested or then exercisable, unless otherwise specified in the relevant agreements, terminate immediately\nas of the effective date of any such merger, consolidation or sale.\n\n \n\n*Change\nin Capitalization*\n\n \n\nIf\nthe Company shall effect a subdivision or consolidation of shares of Common Stock or other capital readjustment, the payment of a stock\ndividend, or other increase or reduction of the number of shares of Common Stock outstanding, without receiving consideration therefore\nin money, services or property, then awards amounts, type, limitations, and other relevant consideration shall be appropriately and proportionately\nadjusted. The Committee shall make such adjustments, and its determinations shall be final, binding and conclusive.\n\n \n\n*Plan\nAmendment or Termination*\n\n \n\nOur\nBoard has the authority to amend, suspend, or terminate our Plans, provided that such action does not materially impair the existing\nrights of any participant without such participant’s written consent. Each of the Plans will terminate ten years after the earlier\nof (i) the date that each such Plan is adopted by the Board, or (ii) the date that each such Plan is approved by the Stockholders, except\nthat awards that are granted under the applicable Plan prior to its termination will continue to be administered under the terms of the\nthat Plan until the awards terminate, expire or are exercised."}