{"url_path":"/sec/iehc/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/50292/0001213900-26-068122-index.html","accession_number":"0001213900-26-068122","cik":"0000050292","ticker":"IEHC","issuer_name":"IEH Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/50292/0001213900-26-068122-index.html","primary_entity_key":"0000050292","primary_entity_name":"IEH Corp"},"word_count":1741,"has_tables":true,"body_markdown":"**Item 11.**\n**Executive Compensation**\n\n \n\nThe following table sets forth below the summary compensation\npaid or accrued by the Company during the fiscal years ended March 31, 2026 and March 31, 2025, respectively, for the Company’s\nChief Executive Officer and Chief Financial Officer: \n\n \n\nName and Principal Position \nYear  \n**Salary ($) (1)**  \n**Bonus ($) (2)**  \n**Option Awards ($)(3)**  \nAll Other\nCompensation\n ($)  \nTotal\n($) \n\nDavid Offerman \n 2026  \n 516,319  \n 50,000  \n -  \n -  \n 566,319 \n\nChief Executive Officer, President \n 2025  \n 491,745  \n 50,000  \n 141,500  \n -  \n 683,245 \n\n  \n    \n    \n    \n    \n    \n   \n\nSubrata Purkayastha \n 2026  \n 262,493  \n 30,000  \n -  \n -  \n 292,493 \n\nChief Financial Officer \n 2025  \n 250,000  \n 30,000  \n 41,700  \n -  \n 321,700 \n\n \n\n(1)\nAmounts reported in this column reflect the base salaries earned during the applicable year.\n\n(2)\nAmounts reported in this column are related to the Cash Bonus Plan that was adopted in 1987.\n\n(3)\nAmounts reported represent the aggregate grant date fair value of stock options granted under the 2020 Equity Based Compensation Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 2 to our audited financial statements included in the Annual Report\n\n** **\n\n 28 \n\n \n\n**  **\n\n**David Offerman – Employment Agreement**\n\n** **\n\nOn December 24, 2024, the Company entered into a new employment\nagreement with David Offerman, its Chief Executive Officer and President. The employment agreement with Mr. Offerman became effective\nas of January 1, 2025, and will expire on December 31, 2029. Mr. Offerman’s prior employment agreement expired on December 31, 2024.\nA copy of the full text of Mr. Offerman’s new employment agreement was filed with the SEC on December 31, 2024 as Exhibit 10.1 to\nthe Company’s Current Report on Form 8-K, dated December 24, 2024. Under the new employment agreement, Mr. Offerman receives an\ninitial base salary of $491,745 per annum, subject to such increases, if any, as determined by the Board of Directors, or if the Board\nso designates, the Compensation Committee of the Board. Mr. Offerman is also eligible to receive an annual cash bonus of up to 100% of\nbase salary for each fiscal year of employment based on performance targets and other key objectives established by the Board, or if applicable,\nthe Compensation Committee. \n\n \n\nDuring the term of his employment agreement, Mr. Offerman is also\neligible to receive equity or performance awards pursuant to any long-term incentive compensation plan adopted by the Compensation Committee.\n\n \n\nIn the event of the termination of Mr. Offerman’s employment\nby the Company without “cause” or by him for “good reason”, as such terms are defined in his employment agreement,\nhe would be entitled to: (a) a severance payment of 36 months of base salary; (b) continued participation in our health and welfare plans\nfor up to 24 months; and (c) all accrued but unpaid compensation. Further, under the employment agreement, if within the three (3) year\nperiod of a “change in control” (as defined in the employment agreement) either Mr. Offerman’s employment is terminated,\nor his title, position or responsibilities are materially reduced and he terminates his employment, the Company shall pay and/or provide\nto him substantially the same compensation and benefits as if his termination was without “cause” or for “good reason”,\nsubject to limitation to avoid the imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended\n(the “Code”) if such payments would constitute an “excess parachute payment” as defined in Section 280G of the\nCode. Pursuant to his employment agreement, Mr. Offerman is subject to customary confidentiality, non-solicitation of employees and non-competition\nobligations that survive the termination of such agreement.\n\n \n\n**Subrata Purkayastha – Employment Agreement**\n\n** **\n\nOn October 26, 2023, the Company agreed to promote Subrata Purkayastha\nfrom interim Chief Financial Officer to permanent Chief Financial Officer and to execute a new employment agreement effective as of November\n1, 2023. Her new employment agreement is substantially similar to her then existing employment agreement, dated as of June 1, 2023 except\nas follows: (i) the term of the new employment agreement shall be for three (3) years commencing November 1, 2023 and expiring October\n31, 2026; (ii) her initial annual salary shall be $250,000 subject to such increases, if any, as determined by the Board of Directors,\nor if the Board so designates, the Compensation Committee of the Board.; and (iii) on October 26, 2023, she was granted 25,000 options\nto purchase the Company’s common stock at an exercise price of $8.00 per share.\n\n \n\nShe will also be eligible to receive a cash bonus and stock\noption awards based on performance targets and other key objectives established by the Compensation Committee of the Board of Directors\nof the Company. The employment agreement further provides for the payment of severance pay and continued participation in health and welfare\nplans for up to 12 months in the case of termination without cause. Ms. Purkayastha is subject to customary confidentiality and non-compete\nobligations that survive the termination of the agreement.\n\n \n\n**Cash Bonus Plan**\n\n \n\nIn 1987, the Company adopted a cash bonus plan (the “Cash\nBonus Plan”) for non-union, management and administration staff. Unless otherwise approved by the Company’s Compensation Committee\nof the Board of Directors, contributions to the Cash Bonus Plan are made by the Company only when the Company is profitable for the fiscal\nyear. Bonus expense recorded for each of the years ended March 31, 2026 and 2025 was $398,975 and $386,570, respectively. As of March\n31, 2026, and 2025, the Company’s accrued bonus was $338,266 and $330,000, respectively. The Company paid the bonus amounts accrued\nas of March 31, 2026 and 2025 during June 2026 and June 2025, respectively.\n\n \n\n 29 \n\n \n\n  \n\n**Stock Option Plans**\n\n \n\nOn November 18, 2020, the Board of Directors approved the\nCompany’s 2020 Equity Based Compensation Plan (the “2020 Plan”) for submission to shareholders at the 2020 annual meeting\nof shareholders. On December 16, 2020, the Company’s shareholders approved the adoption of the 2020 Plan, which provides for the\ngrant of stock options and restricted stock awards to purchase up to 750,000 shares of the Company’s common stock to award in the\nfuture as incentive compensation to employees, senior management and members of the Board of Directors of the Company.\n\n \n\nOptions granted to employees under the 2020 Plan may be designated\nas options which qualify for incentive stock option treatment under Section 422A of the Internal Revenue Code, or options which do not\nqualify (non-qualified stock options).\n\n \n\nUnder the 2020 Plan, the exercise price of an option designated\nas an incentive stock option shall not be less than the fair market value of the Company’s common stock on the day the option is\ngranted. In the event an option designated as an incentive stock option is granted to a ten percent (10%) or greater shareholder, such\nexercise price shall be at least 110 percent (110%) of the fair market value of the Company’s common stock and the option must not\nbe exercisable after the expiration of ten years from the day of the grant. The 2020 Plan also provides that holders of options that wish\nto pay for the exercise price of their options with shares of the Company’s common stock must have beneficially owned such stock\nfor at least six months prior to the exercise date.\n\n** **\n\nExercise prices of non-incentive stock options may not be\nless than the fair market value of the Company’s common stock. The aggregate fair market value of shares subject to options granted\nto a participants(s), which are designated as incentive stock options, and which become exercisable in any calendar year, shall not exceed\n$100,000.\n\n \n\nOn August 31, 2011, the Company’s shareholder approved\nthe adoption of the Company’s 2011 Equity Incentive Plan (“2011 Plan”) to provide for the grant of stock options and\nrestricted stock awards to purchase up to 750,000 shares of the Company’s common stock to all employees, consultants and other eligible\nparticipants including senior management and members of the Board of Directors of the Company. The 2011 Equity Incentive Plan expired\non August 31, 2021 after which no further awards would be granted under such plan.\n\n \n\n**Outstanding Equity Awards as of March 31, 2026**\n\n \n\nThe following table sets forth certain information regarding\noutstanding equity awards granted to our named executive officers that remain outstanding as of March 31, 2026.\n\n \n\n  \nOption Awards\n\nName \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions\nExercisable  \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions\nUn-exercisable  \nOption\nExercise\nPrice  \nOption\nExpiration\nDate\n\nDavid Offerman \n 225,000  \n -  \n 20.00  \n7/29/2029\n\n  \n 25,000  \n -  \n 10.75  \n12/24/2034\n\n  \n    \n    \n    \n \n\nSubrata Purkayastha \n 10,000  \n -  \n 12.25  \n11/1/2031\n\n  \n 25,000  \n -  \n 8.00  \n10/26/2033\n\n** **\n\n 30 \n\n \n\n**  **\n\n**Non-Employee Director Equity Awards**\n\n \n\nThe following table sets forth certain information regarding\noutstanding equity awards granted to our non-employee directors that remain outstanding as of March 31, 2026.\n\n \n\n  \nOption Awards\n\nName \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions\nExercisable  \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions\nUn-exercisable  \nOption\nExercise\nPrice  \nOption\nExpiration\nDate\n\nAllen Gottlieb \n 5,000  \n -  \n$6.01  \n5/8/2033\n\n  \n 5,000  \n     -  \n 8.28  \n5/8/2035\n\nGerald E. Chafetz \n 5,000  \n -  \n 6.01  \n5/8/2033\n\n  \n 5,000  \n -  \n 8.28  \n5/8/2035\n\nEric C. Hugel \n 5,000  \n -  \n 5.30  \n8/15/2026\n\n  \n 5,000  \n -  \n 6.01  \n5/8/2033\n\n  \n 5,000  \n -  \n 8.28  \n5/8/2035\n\nMichael E. Rosenfeld \n 5,000  \n -  \n 13.00  \n10/26/2028\n\n  \n 5,000  \n -  \n 8.28  \n5/8/2035\n\nJohn P. Spiezio \n 5,000  \n -  \n 7.25  \n8/1/2033\n\n  \n 5,000  \n -  \n 8.28  \n5/8/2035\n\nBrian J. Glenn \n 5,000  \n -  \n 8.00  \n10/11/2033\n\n  \n 5,000  \n -  \n 8.28  \n5/8/2035\n\n \n\n**Non-Employee Director Compensation**\n\n \n\nThe following table sets forth the compensation (cash and\nequity) received by our non-employee directors during the fiscal year ended March 31, 2026.\n\n \n\nName \nFees \n\nEarned or\nPaid in Cash  \n**Option Awards (1)**  \nTotal \n\nAllen Gottlieb \n$17,500  \n$22,100  \n$39,600 \n\nGerald E. Chafetz \n 20,000  \n 22,100  \n 42,100 \n\nEric C. Hugel \n 20,000  \n 22,100  \n 42,100 \n\nMichael E. Rosenfeld \n 17,500  \n 22,100  \n 39,600 \n\nJohn P. Spiezio \n 17,500  \n 22,100  \n 39,600 \n\nBrian J. Glenn \n 17,500  \n 22,100  \n 39,600 \n\n \n\n(1)Amounts reported represent the aggregate grant date fair\nvalue of stock options granted under the 2020 Equity Based Compensation Plan, computed in accordance with FASB ASC Topic 718. The assumptions\nused in calculating the grant date fair value of the stock options reported in this column are set forth in Note 2 to our audited financial\nstatements included in the Annual Report\n\n \n\nEffective after March 31, 2023, non-executive directors were compensated\nthrough an annual director fee of $10,000, payable quarterly. Each director shall also receive an annual fee of $5,000 for service on\neach committee, payable quarterly. The chairman of each committee shall receive an additional annual fee of $2,500, payable quarterly.\nEffective after May 14, 2026, the board director fee was increased by $2,500 annually.\n\n \n\n 31"}