{"url_path":"/sec/ibatf/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/1786318/0001193125-26-274679-index.html","accession_number":"0001193125-26-274679","cik":"0001786318","ticker":"IBATF","issuer_name":"INTERNATIONAL BATTERY METALS LTD.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1786318/0001193125-26-274679-index.html","primary_entity_key":"0001786318","primary_entity_name":"INTERNATIONAL BATTERY METALS LTD."},"word_count":4104,"has_tables":true,"body_markdown":"Item 11. Executive Compensation.\n\nAs an emerging growth company under the JOBS Act, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which permit us to limit reporting of executive compensation to our principal executive officer and our two other most highly compensated executive officers.\n\nThe following table contains compensation data for our named executive officers for the fiscal years ended March 31, 2026 and 2025. In this section, “Named Executive Officer” or “NEO” means (i) all individuals serving as the our principal executive officer or acting in a similar capacity during the last completed fiscal year (ii) each of the two most highly compensated executive officers, other than the principal executive officer, who were serving as executive officer of us at March 31, 2026 and 2025 and whose total salary and bonus exceeds $100,000, and (iii) up to two additional individuals for whom disclosure would have been provided under clause (ii) except that the individual was not serving as an executive officer of us at March 31, 2026 and 2025. For the 2026 and 2025 fiscal year, our NEOs are as follows:\n\n•\nJoseph Mills, Chief Executive Officer\n\n•\nIris Jancik, Former Chief Executive Officer\n\n•\nMichael Rutledge, Chief Financial Officer\n\n•\nDr. John Burba, Chief Technology Officer\n\nIris Jancik served as Chief Executive Officer until April 7, 2025.\n\nSummary Compensation Table\n\nThe following table sets forth all compensation paid to or earned by the NEOs for the last two fiscal years ended March 31, 2026 and March 31, 2025.\n\n37\n\n[Table of Contents](#toc_page)\n\n \n\nName and Principal Position\n\n \n\nYear\n\n \n\nSalary\n($)\n\n \n\n \n\nStock\nAwards\n($)(1)\n\n \n\n \n\n \n\nOption\nAwards\n($)(1)\n\n \n\n \n\nNon-Equity Incentive Plan Compensation\n($)(2)\n\n \n\n \n\nAll Other\nCompensation\n($)\n\n \n\n \n\n \n\nTotal\n($)\n\n \n\nJoseph Mills, Chief Executive Officer(3)\n\n \n\n2026\n\n \n\n \n\n520,833\n\n \n\n \n\n \n\n1,995,824\n\n \n\n(8)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n150,000\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n2,666,657\n\n \n\nIris Jancik, Former Chief Executive Officer(4)\n\n \n\n2026\n\n \n\n \n\n18,334\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\n725,000\n\n \n\n(9)\n\n \n\n \n\n743,334\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n370,385\n\n \n\n \n\n \n\n2,916,634\n\n \n\n (7)\n\n \n\n \n\n1,442,988\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\n4,730,007\n\n \n\nMichael Rutledge, Chief Financial Officer(5)\n\n \n\n2026\n\n \n\n \n\n291,667\n\n \n\n \n\n \n\n1,037,476\n\n \n\n(8)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n60,000\n\n \n\n \n\n \n\n71,960\n\n \n\n(10)\n\n \n\n \n\n1,461,103\n\n \n\n \n\n \n\n2025\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\n26,460\n\n \n\n(10)\n\n \n\n \n\n26,460\n\n \n\nDr. John Burba, Chief Technology Officer(6)\n\n \n\n2026\n\n \n\n \n\n265,000\n\n \n\n \n\n \n\n129,353\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\n394,353\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n221,667\n\n \n\n \n\n \n\n126,689\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\n348,356\n\n \n\n(1)\nRepresents the aggregate grant date fair value computed in accordance with ASC Topic 718. These amounts reflect the Company’s calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the NEO. Assumptions used in the calculation of these amounts are included in Note 11 to the Company’s audited consolidated financial statements for the fiscal years ended March 31, 2024, which are included elsewhere in this annual report.\n\n(2)\nThe amounts in this column reflect the amounts earned during the fiscal year, whether or not actually paid during such year.\n\n(3)\nMr. Mills was appointed as our Chief Executive Officer on April 7, 2025.\n\n(4)\nMs. Jancik served as our Chief Executive Officer from August 11, 2024, until April 7, 2025.\n\n(5)\nMr. Rutledge was appointed our Chief Financial Officer on June 2, 2025. Prior to his employment with us, Mr. Rutledge provided services as the Interim Chief Financial Officer pursuant to a contract between us and a third party consulting firm.\n\n(6)\nDr. John Burba is also a member of the Board of Directors. The table above reflects the compensation paid to Dr. Burba for his service as Chief Technology Officer as well as the $126,689 RSUs granted in 2025 as compensation for his role as a director.\n\n(7)\nThe performance metrics of PSU awards with a fair market value of $1,842,526 were deemed not probable in accordance with ASC Topic 718 and therefore no amounts were initially accrued but are included in this table. PSUs are either earned at 100% or not earned at all based on Company’s achievement on the relevant performance metric. As discussed below, in connection with Ms. Jancik’s termination all outstanding PSU awards and stock options were forfeited.\n\n(8)\nOf the amounts reflected in this column, PSU awards with a fair market value of an aggregate of $1,247,606 for Mr. Mills and and $713,530. for Mr. Rutledge were deemed not probable in accordance with ASC Topic 718 and therefore no amounts have been accrued in our financial results, however, in accordance with Item 402 of Regulation S-K are included in this table. These PSUs will be earned and vest based upon the following metrics:\n\nPerformance Metric/Vesting Schedule\n\n \n\n \n\n \n\nJoseph Mills\n\n \n\n \n\nMichael Rutledge\n\n \n\n \n\n \n\n# of RSUs\n\n \n\n \n\nGrant Date\nFair Value\n\n \n\n \n\n# of RSUs\n\n \n\n \n\nGrant Date\nFair Value\n\n \n\nUpon completion of the building and deployment of two additional MDLE plants\n\n \n\n \n\n2,000,000\n\n \n\n \n\n$\n\n772,636\n\n \n\n \n\n \n\n675,000\n\n \n\n \n\n$\n\n492,379\n\n \n\nUpon listing on a major stock exchange\n\n \n\n \n\n500,000\n\n \n\n \n\n \n\n49,429\n\n \n\n \n\n \n\n300,000\n\n \n\n \n\n \n\n29,658\n\n \n\nPerformance based upon EBITDA\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\n50% upon achievement of an aggregate EBITDA of US $25 million in any four fiscal quarter period\n\n \n\n \n\n2,152,262\n\n \n\n \n\n \n\n212,770\n\n \n\n \n\n \n\n968,518\n\n \n\n \n\n \n\n95,747\n\n \n\n50% achievement of an aggregate EBITDA of US $50 million in any four fiscal quarter period\n\n \n\n \n\n2,152,263\n\n \n\n \n\n \n\n212,770\n\n \n\n \n\n \n\n968,518\n\n \n\n \n\n \n\n95,747\n\n \n\nTOTAL\n\n \n\n \n\n6,804,525\n\n \n\n \n\n$\n\n1,247,605\n\n \n\n \n\n \n\n2,912,036\n\n \n\n \n\n$\n\n713,531\n\n \n\n(9)\nMs. Jancik received these payments as a part of her severance agreements.\n\n(10)\nAmounts represent the amounts that Mr. Rutledge earned while working at the Company as a contractor. The Company paid the third party $136,724 and $50,274 in total during the fiscal years 2026 and 2025, respectively, related to Mr. Rutledge's tenure as Interim Chief Financial Officer.\n\nAgreements With NEOs\n\nAgreements with Messrs. Mills and Rutledge\n\nWe are currently party to employment agreements with each of Mr. Joseph Mills to serve as our Chief Executive Officer (the “Mills Employment Agreement”) and Mr. Michael Rutledge to serve as our Chief Financial Officer (the “Rutledge Employment Agreement”). The Mills Employment Agreement has an initial three-year term and the Rutledge Employment Agreement has an initial two-year term and each will automatically renew each year thereafter for a period of one year (“Renewal Date”), provided, neither party has provided written notice within 60 days of the Expiration Date or the Renewal Date, as the case may be, of such party’s intention to terminate such employment agreement. Each executive is eligible to participate in all benefit plans and programs made available by us\n\n38\n\n[Table of Contents](#toc_page)\n\n \n\nfor our employees, including participation in bonus and incentive compensation plans and programs established for officers and directors of the Company on terms determined by the Board.\n\nOn November 4, 2025, we entered into amendments to each of the Mills Employment Agreement and the Rutledge Employment Agreement pursuant to which the parties clarified the terms of various equity awards that had been required to be issued pursuant to the initial agreement (which had not yet been issued). In addition, Mr. Mills agreed to forego a portion of his salary until July 31, 2026 in exchange for additional equity.\n\nEach of the Employment Agreements, as amended, entitle the executive to: (i) an annual base salary subject to annual review by the CGNC Committee ($500,000 in the case of Mr. Mills, which will increase to $600,000 starting August 1, 2026 and $350,000 in the case of Mr. Rutledge) and (ii) the ability to participate in the Company’s annual bonus program based on the Company’s financial performance and the Board’s assessment of the executive’s individual performance with a target bonus equal to a specified percentage of his annual base salary (100% in the case of Mr. Mills and 60% in the case of Mr. Rutledge). In addition, the Employment Agreements, as amended provided for specific equity awards as set forth below:\n\nType of Award\n\n \n\nPerformance Metric/Vesting Schedule\n\n \n\nJoseph Mills\n\n \n\n \n\nMichael Rutledge\n\n \n\nTime-Based RSU\n\n \n\nFirst Anniversary of Employment\n\n \n\n \n\n1,000,000\n\n \n\n \n\n \n\n450,000\n\n \n\nPSU\n\n \n\nUpon completion of the building and deployment of two additional MDLE plants\n\n \n\n \n\n2,000,000\n\n \n\n \n\n \n\n900,000\n\n \n\nPSU\n\n \n\nUpon listing on the Toronto Stock Exchange\n\n \n\n \n\n500,000\n\n \n\n \n\n \n\n300,000\n\n \n\nPSU\n\n \n\nTo be Granted on Feb 7, 2027 and vesting based on production (the “Production Award”)\n\n \n\n0.5% Fully Diluted Outstanding Common Shares at the time of grant\n\n \n\n \n\n0.5% Fully Diluted Outstanding Common Shares at the time of grant\n\n \n\nPSU\n\n \n\n50% upon achievement of an aggregate EBITDA of US $25 million in any four fiscal quarter period\n\n \n\n1% of Fully Diluted Outstanding Common Shares at the time of grant\n\n \n\n \n\n0.45% of Fully Diluted Outstanding Common Shares at the time of grant\n\n \n\n \n\n \n\n50% achievement of an aggregate EBITDA of US $50 million in any four fiscal quarter period\n\n \n\n \n\n \n\n \n\n \n\n \n\nPSU\n\n \n\n50% upon achievement of market capitalization of US $750 million (based upon 60-day VWAP)\n\n \n\n0.5% of Fully Diluted Outstanding Common Shares at the time of grant\n\n \n\n \n\n0.25% of Fully Diluted Outstanding Common Shares at the time of grant\n\n \n\n \n\n \n\n50% upon achievement of market capitalization of US $1.5 billion (based upon 60-day VWAP)\n\n \n\n \n\n \n\n \n\n \n\n \n\nIn addition, each of Mr. Mr. Mills and Mr. Rutledge will be entitled to anti-dilution protection with respect to each of the equity awards that are based upon a percentage of Fully Diluted Common Shares. Mr. Mills also received an award of $200,000 of RSUs in exchange for his agreement to reduce his base salary discussed above.\n\nUpon a Change of Control, each executive will receive a cash payment equal to (i) a specified percentage (1.0% in the case of Mr. Mills and 0.45% in the case of Mr. Rutledge) of the Company’s then issued and outstanding shares multiplied by the fair market value of all consideration paid (cash or securities) to shareholders in connection with the Change in Control divided by the number of the Company’s then issued and outstanding shares immediately prior to the Change in Control and (ii) to the extent that Production Award has not been issued, an additional cash bonus equal to a specific percentage (0.5% in the case of Mr. Mills and 0.25% in the case of Mr. Rutledge) of the Company’s fully diluted outstanding Common Shares immediately prior to the Change in Control multiplied by the fair market value of all consideration paid (cash or securities) to shareholders in connection with the Change in Control.\n\nUnder both the Mills Employment Agreement and the Rutledge Employment Agreement, in the event that either executive’s employment is terminated by the Company for cause or if the executive terminates his employment without good reason, the executive is entitled to receive: (i) accrued but unpaid base salary, bonus, expense reimbursement and other accrued benefits; (ii) reimbursement for unreimbursed business expenses properly incurred; and (iv) such employee benefits (including equity compensation) to which the\n\n39\n\n[Table of Contents](#toc_page)\n\n \n\nexecutive may have been entitled under an applicable award agreement or benefit plan as of the termination date ((i) through (iv) collectively referred to as “Accrued Amounts”).\n\nUnder both the Mills Employment Agreement and the Rutledge Employment Agreement, in the event that employment is terminated by such executive for good reason or by the Company without cause, the executive is entitled to: (i) the Accrued Amounts; (ii) his then base salary for a specific number of months (12 in the case of Mr. Mills and 10 in the case of Mr. Rutledge), to be paid in periodic installments; (iii) any unpaid bonus with respect to any calendar year preceding the year in which the termination occurs, plus a pro rata portion of his annual bonus as determined by the Board; (iv) reimbursement of premiums for health insurance continuation benefits for a specific number of months (12 in the case of Mr. Mills and 10 in the case of Mr. Rutledge)following his termination; (v) acceleration of vesting of all time based RSUs; and (vi) subject to the actual achievement of the performance-based vesting conditions, continued vesting of any performance-based RSUs that would have vested during the 12 month period following the termination date had such employment continued ((i) through (vi) collectively referred to as the “Separation Benefits”).\n\nIn the event the Company terminates either Mr. Mills’ or Mr. Rutledge’s employment without cause or such executive terminates his employment for good reason two and one-half months prior to a Change of Control or within 12 months following a change in control, the executive would be entitled to the Separation Benefits, except that the base salary would be paid in a single lump sum within 30 days of such termination. The Employment Agreements define “Change of Control” to mean: (i) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act becomes the “beneficial owner”, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding voting securities; (ii) consummation of a merger or consolidation of the Company with any other entity or the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of either of the then outstanding shares of Common Share or the combined voting power of the Company’s then outstanding voting securities; or (iii) the consummation of the sale, lease or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or series of transactions within a period of twelve (12) months ending on the date of the last sale or disposition having a similar effect).\n\nEach of the Mills Employment Agreement and the Rutledge Employment Agreement provide that the executive is subject to a one-year non-compete covenant following termination of his employment anywhere in the United States or any other country which the Company operates, regardless of whether the termination is voluntary or involuntary. Each executive is also subject to a one-year non-solicitation covenant following termination of his employment, regardless of whether the termination is voluntary or involuntary.\n\nDr. John Burba, Chief Technology Officer\n\nOn June 26, 2018, we entered into an executive employment agreement with Dr. John Burba. Pursuant to the employment agreement, Dr. Burba was hired as our Chief Executive Officer, with a term commencing on June 26, 2018, for an indefinite term unless terminated on account of his death, resignation or disability or terminated by us for cause or without cause (the “Dr. Burba Employment Agreement). Dr. Burba served as our Chief Executive Officer from June 26, 2018, and then assumed the role of Chief Technology Officer on July 26, 2023. In accordance with the Dr. Burba Employment Agreement, he is entitled to an annual base salary of $200,000 (subject to annual review by the CGNC Committee) and is eligible to participate in all benefit plans and programs made available by us for our employees, including participation in bonus and incentive compensation plans and programs established for officers and directors of the Company on terms determined by the Board.\n\nPursuant to the Dr. Burba Employment Agreement, in the event that Dr. Burba’s employment is terminated as a result of death, disability or for cause, he would be entitled to accrued salary, benefits and vacation, including the then unused accrued vacation (the “Dr. Burba Accrued Benefits”), up to and including the date of termination in a single lump sum within 30 days of such termination.\n\nPursuant to the Dr. Burba Employment Agreement, if the Company terminates Dr. Burba’s employment without cause or if Dr. Burba terminates his employment for good reason, and such termination does not occur within the 24-month period following a change of control, Dr. Burba will be entitled to: (i) the Dr. Burba Accrued Benefits in a single lump sum and (i) an amount equal to Dr. Burba’s target bonus amount.\n\nPursuant to the Dr. Burba Employment Agreement, if, during the 24-month period following a change of control, the Company terminates Dr. Burba’s employment without cause or Dr. Burba terminates his employment for good reason, Dr. Burba will be entitled to: (i) the Dr. Burba Accrued Benefits in a single lump sum within 30 days of such termination, (ii) a lump sum payment in an amount equal to his base salary at the time of such termination, payable in a lump sum, as well as continuation of his base salary for a period of one year following such termination, and (iv) a lump sum payment in an amount equal to two times his target bonus amount, payable in lump sum.\n\nDr. Burba is subject to a one-year non-compete covenant following termination of his employment anywhere in North America,\n\n40\n\n[Table of Contents](#toc_page)\n\n \n\nCentral America, South America, Asia and Australia, regardless of whether the termination is voluntary or involuntary. He is also subject to a one-year non-solicitation covenant following termination of his employment, regardless of whether the termination is voluntary or involuntary.\n\nIris Jancik, Former CEO\n\nOn April 11, 2025, we entered into a Severance and General Release Agreement (the “Jancik Severance Agreement”) with Ms. Jancik. Pursuant to the Jancik Severance Agreement, Ms. Jancik and the Company agreed that her employment would be terminated effective April 11, 2025 and that in connection with such termination she would be entitled to receive, in lieu of the amounts and benefits set forth in the Jancik Employment Agreement, (i) $800,000 to be paid in three periodic installments over a four-month period and (ii) continued health and medical benefits for a period of six months following the date of termination. In exchange, Ms. Jancik agreed to (i) forfeit all vested and unvested stock options and vested and unvested RSUs, (ii) provide a customary general release and waiver of any and all claims relating to her employment with Company, (iii) a twelve-month non-compete for anywhere in the United States and in all other countries where the Company operates through license of its intellectual property or otherwise and (iv) a twelve-month non-solicitation of any of the Company’s employees or independent contractors and any current, former or prospective customers of the Company with whom Ms. Jancik had contact with during her employment.\n\nOffer Letter\n\nNorma Garcia, General Counsel\n\nOn October 13, 2024, we entered into an offer letter with Ms. Garcia (the “Garcia Offer Letter”) pursuant to which Ms. Garcia is entitled to receive (i) an annual base salary of $265,000 which will increase to $300,000 following completion of 12 months of continuous employment, (ii) Stock Options to purchase up to 400,000 Common Shares (iii) an award of 100,000 RSUs and (iv) a discretionary performance bonus to be determined by the CEO and the Board.\n\nUnder the Garcia Offer Letter, in the event that Ms. Garcia’s employment is terminated by the Company without cause or by Ms. Garcia for good reason following a change in control event, Ms. Garcia will be entitled to (i) her then base salary for 12 months to be paid in periodic installments in accordance with the Company’s customary payroll, (ii) acceleration of vesting of all Stock Options granted to Ms. Garcia and (iii) a continuation of all medical, dental and retirement plans including 401k plan for a period of 12 months following her termination.\n\nOutstanding Equity Awards at Fiscal Year-End\n\nThe following table sets forth outstanding equity awards for the NEOs as of the end of the fiscal year ended March 31, 2026.\n\n \n\n \n\nOption Awards\n\n \n\nRestricted Stock Units\n\n \n\n \n\n \n\nNumber of Securities\nUnderlying Unexercised Options\n(#)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEquity Incentive Plan Awards\n\n \n\nName\n\n \n\nExerciseable\n\n \n\n \n\nUnexerciseable\n\n \n\n \n\n \n\nOption Exercise\nPrice\n(CAD$)\n\n \n\n \n\nOption\nExpiration\nDate\n\n \n\nNumber\nof RSUs\nNot Vested\n(#)\n\n \n\n \n\n \n\nMarket\nValue\nRSUs\nNot Vested\n(CAD$)\n\n \n\n \n\nRSUs not Vested\nand Unearned\n(#)\n\n \n\n \n\n \n\nRSUs not Vested\nand Unearned\n(CAD$)\n\n \n\nJoseph Mills\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\n1,000,000\n\n \n\n(2)\n\n \n\n \n\n550,000\n\n \n\n \n\n \n\n2,000,000\n\n \n\n (7)\n\n \n\n \n\n1,100,000\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\n2,087,683\n\n \n\n(3)\n\n \n\n \n\n281,837\n\n \n\n \n\n \n\n2,152,262\n\n \n\n (8)\n\n \n\n \n\n212,368\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\n4,304,525\n\n \n\n (9)\n\n \n\n \n\n581,111\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\n500,000\n\n \n\n (10)\n\n \n\n \n\n67,500\n\n \n\nMichael Rutledge\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\n450,000\n\n \n\n(4)\n\n \n\n \n\n337,500\n\n \n\n \n\n \n\n900,000\n\n \n\n (7)\n\n \n\n \n\n675,000\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\n1,076,131\n\n \n\n (8)\n\n \n\n \n\n106,184\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\n1,937,036\n\n \n\n (9)\n\n \n\n \n\n261,500\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\n300,000\n\n \n\n (10)\n\n \n\n \n\n40,500\n\n \n\nNorma Garcia\n\n \n\n \n\n200,000\n\n \n\n \n\n \n\n200,000\n\n \n\n (1)\n\n \n\n \n\n0.50\n\n \n\n \n\n2/12/2030\n\n \n\n \n\n66,667\n\n \n\n(5)\n\n \n\n \n\n36,000\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\nDr. John Burba\n\n \n\n \n\n300,000\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n1.12\n\n \n\n \n\n5/3/2028\n\n \n\n \n\n1,149,954\n\n \n\n (6)\n\n \n\n \n\n178,243\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\n(1)\nRepresents 200,000 Stock Options held by Ms. Garcia which will vest on the second anniversary of the grant date.\n\n(2)\nThe 1,000,000 RSUs held by Mr. Mills will vest on July 1, 2026.\n\n(3)\nThe 2,087,683 RSUs held by Mr. Mills will vest on February 4, 2027.\n\n(4)\nThe 450,000 RSUs held by Mr. Rutledge will vest on June 2, 2026.\n\n(5)\nOriginally 100,000 RSUs held by Ms. Garcia vesting over a three-year period, with one-third of the RSUs vesting on each subsequent anniversary of the grant date.\n\n(6)\nRepresents 1,149,954 RSAs held by Dr. Burba that will vest on December 31, 2026.\n\n(7)\nThese RSUs vest upon completion of and deployment of two additional Direct Lithium Extraction Plants, subject to the\n\n41\n\n[Table of Contents](#toc_page)\n\n \n\nterms of the associated Restricted Share Unit Agreement.\n\n(8)\n50% of these RSUs shall vest upon the Issuer achieving a $750 million market capitalization over a 60 day volume weighted average trading price and the remaining 50% shall vest upon the Issuer achieving $1.5 billion market capitalization over a 60 day volume weighted average trading price.\n\n(9)\n50% of these RSUs shall vest upon the Issuer achieving an annualized EBITDA of $25 million and the remaining 50% shall vest upon the Issuer achieving an annualized EBITDA of $50 million.\n\n(10)\nThese RSUs will vest in full 60 days following the Issuer's successful listing on a major stock exchange.\n\nDirector Compensation\n\nThe form and amount of director compensation is reviewed annually and as deemed advisable by the Corporate Governance, Nominating and Compensation Committee (“CGNC Committee”), which shall make recommendations to the Board based on such review. The CGNC Committee reviews director compensation on an annual basis to ensure that we offer director compensation that is: (i) commensurate with the efforts we expect from existing Board members; (ii) competitive in the Company’s industry in order that we might attract the best possible candidates to assist we and its shareholders in a fiduciary capacity to maximize the opportunity presented by that growth; and (iii) aligned with shareholder interests as we grows. The Board retains the ultimate authority to determine the form and amount of director compensation.\n\nThe chart below outlines the Company’s current director compensation program for its non-employee directors:\n\nType of Fee\n\n \n\nRole\n\n \n\nAmount (Per Year)\n\n \n\nBoard Retainers\n\n \n\nBoard Meember\n\n \n\n$\n\n60,000.00\n\n \n\nCommittee Retainers\n\n \n\nAudit Committee Chair\n\n \n\n$\n\n10,000.00\n\n \n\n \n\nCGNC Committee Chair\n\n \n\n$\n\n7,500.00\n\n \n\n \n\nAudit Committee Member\n\n \n\n$\n\n5,000.00\n\n \n\n \n\nCGNC Committee Member\n\n \n\n$\n\n3,750.00\n\n \n\nAnnual Equity Award\n\n \n\nBoard Member\n\n \n\n$125,000 RSUs\n\n \n\nIn addition, each member of the Board of Directors is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending Board meetings and meetings for any committee on which he or she serves.\n\nThe following table sets forth all compensation paid to or earned by each director during the fiscal year ended March 31, 2026, other than Dr. Burba whose compensation is set forth above in the Summary Compensation Table.\n\nName\n\n \n\nFees earned or paid in Cash\n(US$)\n\n \n\n \n\n \n\nStock Awards (1)\n(US$)\n\n \n\n \n\nTotal\n(US$)\n\n \n\nJohn Souther\n\n \n\n \n\n68,750\n\n \n\n \n\n \n\n \n\n129,353\n\n \n\n \n\n \n\n198,103\n\n \n\nJames Schultz\n\n \n\n \n\n70,000\n\n \n\n \n\n \n\n \n\n129,353\n\n \n\n \n\n \n\n199,353\n\n \n\nKeith Solar\n\n \n\n \n\n72,500\n\n \n\n \n\n \n\n \n\n129,353\n\n \n\n \n\n \n\n201,853\n\n \n\nJacob Warnock\n\n \n\n \n\n188,750\n\n \n\n (2)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n188,750\n\n \n\n(1)\nThe amounts reported in the Stock Awards column reflects aggregate grant date fair value computed in accordance with ASC Topic 718. These amounts reflect the Company’s calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the director. Assumptions used in the calculation of these amounts are included in Note 11 to the Company’s audited consolidated financial statements for the fiscal years ended March 31, 2026, and 2025, which are included elsewhere in this annual report.\n\n(2)\nMr. Warnock is to receive and additional $125,000 annually in cash compensation, paid in quarterly installments, in lieu of stock awards. Under the terms of the plan Mr. Warnock is not eligible to receive stock awards.\n\nName\n\n \n\nAggregate Number of Stock Awards(1)\n\n \n\nJohn Souther\n\n \n\n \n\n1,149,954\n\n \n\nJames Schultz\n\n \n\n \n\n1,149,954\n\n \n\nKeith Solar\n\n \n\n \n\n1,149,954\n\n \n\nJacob Warnock\n\n \n\n \n\n-\n\n \n\n(1)\nThe Stock Awards represent an award of RSAs issued to each director on December 18, 2025 as compensation which vest on December 18, 2026."}