{"url_path":"/sec/jfb/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation.**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2024306/0001493152-26-028959-index.html","accession_number":"0001493152-26-028959","cik":"0002024306","ticker":"JFB","issuer_name":"JFB Construction Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024306/0001493152-26-028959-index.html","primary_entity_key":"0002024306","primary_entity_name":"JFB Construction Holdings"},"word_count":2207,"has_tables":true,"body_markdown":"**Item\n11. Executive Compensation.**\n\n** **\n\nThis\nsection discusses the material components of the executive compensation program for our named executive officers for the years ended\nDecember 31, 2025 and 2024. Individuals we refer to as our “named executive officers” include our Chief Executive Officer,\nChief Financial Officer and any other highly compensated executive officers whose salary and bonus for services rendered in all capacities\nequaled or exceeded $100,000 during the fiscal years ended December 31, 2025 and 2024.\n\n \n\n*Executive\nCompensation Objectives and Practices*\n\n* *\n\nWe\ndesigned our executive officer compensation program to attract, motivate and retain key executives who drive our success. We strive to\nhave pay reflect our performance and align with the interests of long-term stockholders, which we achieve with compensation that:\n\n \n\n●\nProvides executives with competitive compensation that maintains a balance between cash and stock compensation, encouraging our executive\nofficers to act as owners with an equity stake in our company;\n\n \n\n●\nTies a significant portion of total compensation to achievement of the Company’s business goals such as revenue, and Adjusted EBITDA\ntargets;\n\n \n\n●\nEnhances retention by having equity compensation subject to multi-year vesting; and\n\n \n\n●\nDoes not encourage unnecessary and excessive risk taking.\n\n \n\nWe\nevaluate both performance and compensation to ensure the Company maintains its ability to attract and retain superior employees in key\npositions and compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives\nof other companies our size.\n\n \n\n*Elements\nof Executive Compensation*\n\n* *\n\nOur\ncompensation for senior executive officers generally consists of the following elements: base salary; performance-based incentive compensation\ndetermined primarily by reference to objective financial operating criteria; long-term equity compensation in the form of stock options\nand restricted stock; and employee benefits that are generally available to all our employees.\n\n \n\n*Base\nSalary*\n\n* *\n\nThe\nCompany provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal\nyear. It is our policy to set base salary levels taking into account a number of factors, such as annual revenue, the nature of the mobile\nfueling business, the structure of other comparable companies’ compensation programs and the availability of compensation information.\nWhen setting base salary levels, in a manner consistent with the objectives outlined above, the Board considers our performance, the\nindividual’s breadth of knowledge and performance and levels of responsibility. In determining salaries, we did not engage compensation\nconsultants.\n\n \n\n*Annual\nPerformance-Based Incentive Compensation*\n\n* *\n\nOur\nperformance-based incentive compensation program is designed to compensate executives when financial performance goals are achieved.\nExecutives have the opportunity to earn annual cash compensation equal to a percentage of their base salary.\n\n \n\n*Long-Term\nIncentive Compensation – Equity Compensation*\n\n* *\n\nOur\nexecutive officers are eligible for stock awards. We believe that stock awards give executives a significant, long-term interest in our\nsuccess, help retain key executives in a competitive market, and align executive interests with stockholder interests and long-term performance\nof the Company. We have granted options as well as restricted stock under our 2022 plan and 2020 Stock Incentive Plan. Stock awards also\nprovide each individual with an added incentive to manage the Company from the perspective of an owner with an equity stake in the business.\nMoreover, the vesting schedule (which is generally three years for employees and one year for non-employee directors, although this may\nvary at the discretion of the Compensation Committee) encourages a long-term commitment to the Company by our executive officers and\nother participants. Each year the Compensation Committee reviews the number of shares owned by, or subject to options held by, each executive\nofficer, and additional awards are considered based upon the executive’s past performance, as well as anticipated future performance,\nof the executive officer. The Compensation Committee continues to believe that equity compensation should be an important element of\nthe Company’s compensation package.\n\n \n\nTypically,\nwe have awarded stock options and restricted stock to executives upon joining the Company and thereafter grants may be at the discretion\nof the Board, a role that will be assumed by our compensation committee on a going forward basis. Generally, options are priced at the\nclosing price of the Company’s common stock on the date of each grant, or, in the case of new employees, on such later date as\nthe employee joins the Company. We also have granted restricted stock to members of the Board of Directors and executive officers from\ntime to time.\n\n \n\n45\n\n \n\n \n\nWe\ndo not have a formal written policy relating to the timing of equity awards. We encourage, but we do not require, that our executive\nofficers own stock in the Company.\n\n \n\n*Retirement\nand Other Benefits*\n\n* *\n\nAll\neligible employees in the United States are automatically enrolled in our 401(k) plan.\n\n \n\n*Perquisites\nand Other Personal Benefits*\n\n* *\n\nLimitation\non Deduction of Compensation Paid to Certain Executive Officers Section 162(m) of the Internal Revenue Code, or Section 162(m) limits\nthe Company deduction for federal income tax purposes to no more than $1 million of compensation paid to each of the named executive\nofficers in a taxable year.\n\n \n\nThe\nfollowing table sets forth the aggregate compensation paid to our Chief Executive Officer and each of our other executive officers whose\naggregate salary and bonus exceeded $100,000 for services rendered in all capacities for the fiscal years December 31, 2025 and 2024.\n\n \n\n**Summary\nCompensation Table**\n\n** **\n\nName and Principal Position \nYear  \n\n**Salary**\n\n**$**\n  \n\n**Bonus**\n\n**$**\n  \n\n**Option**\n\n**Based**\n\n**Awards**\n\n**$**\n  \n\n**Stock**\n\n**Awards**\n\n**$**\n  \n\n**Other**\n\n**Compensation**\n\n**$**\n  \n\n**Total**\n\n**$**\n \n\nJoseph Basile \n2025  \n$389,992  \n$600,000  \n   \n$373,200  \n   \n  \n\nChief Executive Officer(1) \n2024  \n$282,307  \n$600,000  \n   \n    \n$872,846  \n$1,755,153 \n\nRuben Calderon \n2025  \n$263,952  \n$25,000  \n   \n$155,500  \n -  \n$288,952 \n\nChief Financial Officer(2) \n2024  \n$126,395  \n$20,000  \n   \n -  \n -  \n$146,395 \n\nBill Dyer \n2025  \n$67,693  \n -  \n   \n -  \n -  \n   \n\nChief Operation Officer(3) \n2024  \n -  \n -  \n   \n -  \n -  \n - \n\n** **\n\n(1)The\ncompensation in the table includes the compensation paid to Mr. Basile by JFB Construction\n& Development Inc. The Company declared and paid cash dividends of $0 and $872,007 in\n2024 and 2025, respectively.\n\n \n\n(2)The\ncompensation in the table includes the compensation paid to Mr. Calderon by JFB Construction\n& Development Inc. Mr. Calderon first became the Company’s Chief Financial Officer\non October 31, 2022.\n\n \n\n(3)The\nCompensation in the table includes the compensation paid to Mr. Dyer by JFB Construction\n& Development Inc. Mr. Dyer first became the Company’s Chief Operating Officer\non September 22,2025.\n\n \n\n*Joseph\nF. Basile III*\n\n* *\n\nOn\nJuly 18, 2024, the Company entered into an employment agreement with our Chief Executive Officer, Joseph F. Basile III (the “2024\nBasile Employment Agreement”). Pursuant to the 2024 Basile Employment Agreement, Mr. Basile shall receive a base salary of $300,000\nper year. For fiscal year 2024, Mr. Basile shall receive (i) a cash bonus of $200,000 if the Company, including its subsidiaries, has\nGross Revenue between $10,000,00 to $15,000,000; (ii) an additional cash bonus of $200,000 if the Company, including its subsidiaries,\nhas Gross Revenue between $15,000,00 to $20,000,000; and (iii) an additional cash bonus of $200,000 if the Company, including its subsidiaries,\nhas Gross Revenue over $20,000,000. The 2024 Basile Employment Agreement also mistakenly purported to grant Mr. Basile stock options\nto purchase up to 150,000 shares of the Company’s Class A Common Stock. The 2024 Basile Employment Agreement was terminated on\nFebruary 1, 2025 and replaced with an amended and restated employment agreement to correct the scriveners’ error. All other terms\nof the 2025 Basile Employment Agreement remain the same as the 2024 Basile Employment Agreement.\n\n \n\nOn\nFebruary 1, 2025, the Company entered into an amended and restated employment agreement with our Chief Executive Officer, Joseph F. Basile\nIII (the “2025 Basile Employment Agreement”). Pursuant to the 2025 Basile Employment Agreement, Mr. Basile shall receive\na base salary of $350,000 per year. For fiscal year 2025, Mr. Basile shall receive (i) a cash bonus of $200,000 if the Company, including\nits subsidiaries, has Gross Revenue between $10,000,00 to $15,000,000; (ii) an additional cash bonus of $200,000 if the Company, including\nits subsidiaries, has Gross Revenue between $15,000,00 to $20,000,000; and (iii) an additional cash bonus of $200,000 if the Company,\nincluding its subsidiaries, has Gross Revenue over $20,000,000. The Company may award Mr. Basile additional cash bonuses in 2025 and\nbeyond in its discretion. Mr. Basile and the Company may negotiate bonus terms, including option awards, in the future. In addition,\nMr. Basile shall be entitled to participate in employee benefit plans. The 2025 Basile Employment Agreement may be terminated by the\nCompany at will with or without cause. Furthermore, the 2025 Basile Employment Agreement will terminate upon Mr. Basile’s death.\nUpon termination of the 2025 Basile Employment Agreement, Mr. Basile shall receive all sums due to him under the 2025 Basile Employment\nAgreement as compensation or expense reimbursements.\n\n \n\n46\n\n \n\n \n\n*Ruben\nCalderon*\n\n* *\n\nOn\nJuly 18, 2024, the Company entered into an employment agreement with our Chief Financial Officer, Ruben Calderon (the “2024 Calderon\nEmployment Agreement”). Pursuant to the 2024 Calderon Employment Agreement, Mr. Calderon shall receive a base salary of $130,000\nper year. For fiscal year 2024, Mr. Calderon shall receive (i) a cash bonus of $20,000 if the Company, including its subsidiaries, has\nGross Revenue, with a minimum net profit of eight percent (8%), between $15,000,00 to $35,000,000; (ii) an additional cash bonus of $10,000\nif the Company, including its subsidiaries, has Gross Revenue, with a minimum net profit of eight percent (8%), between $35,000,00 to\n$50,000,000; and (iii) an additional cash bonus of $10,000 if the Company, including its subsidiaries, has Gross Revenue, with a minimum\nnet profit of eight percent (8%), over $50,000,000. The 2024 Calderon Employment Agreement also mistakenly purported to grant Mr. Calderon\nstock options to purchase up to 150,000 shares of the Company’s Class A Common Stock. The 2024 Calderon Employment Agreement was\nterminated on February 1, 2025 and replaced with an amended and restated employment agreement to correct the scriveners’ error.\nAll other terms of the 2025 Calderon Employment Agreement remain the same as the 2024 Calderon Employment Agreement.\n\n \n\nOn\nFebruary 1, 2025, the Company entered into an amended and restated employment agreement with our Chief Financial Officer, Ruben Calderon\n(the “2025 Calderon Employment Agreement”). Pursuant to the 2025 Calderon Employment Agreement, Mr. Calderon shall receive\na base salary of $225,000 per year. For fiscal year 2025, Mr. Calderon shall receive (i) a cash bonus of $25,000 if the Company, including\nits subsidiaries, has Gross Revenue, with a minimum net profit of eight percent (8%), between $15,000,00 to $35,000,000; (ii) an additional\ncash bonus of $10,000 if the Company, including its subsidiaries, has Gross Revenue, with a minimum net profit of eight percent (8%),\nbetween $35,000,00 to $50,000,000; and (iii) an additional cash bonus of $10,000 if the Company, including its subsidiaries, has Gross\nRevenue, with a minimum net profit of eight percent (8%), over $50,000,000. The Company may award Mr. Calderon additional cash bonuses\nin 2024 and beyond in its discretion. Mr. Calderon and the Company may negotiate bonus terms, including option awards, in the future.\nIn addition, Mr. Calderon shall be entitled to participate in employee benefit plans. The 2025 Calderon Employment Agreement may be terminated\nby the Company at will with or without cause. Furthermore, the Calderon’s Employment Agreement will terminate upon Mr. Calderon’s\ndeath. Upon termination of the 2025 Calderon Employment Agreement, Mr. Calderon shall receive all sums due to him under the 2025 Calderon\nEmployment Agreement as compensation or expense reimbursements.\n\n \n\n**Other\nBenefits**\n\n \n\nAll\nemployees are eligible to participate in employee benefit programs. The Company is continuing to consider offering medical, dental, vision,\nlife and disability insurance. In addition, we sponsor a 401(k) plan whereby we match participants’ contributions up to 6% of a\nparticipant’s compensation, subject to the IRS’ annual contribution limit and the Company matches up to 3%. Our named executive\nofficers are eligible to participate in these plans generally on the same basis as our other employees*.*\n\n \n\n**Compensation\nof Directors**\n\n \n\nFor\nthe fiscal year ended December 31, 2025 and December 31. 2024, The members of the board received 20,000 and 0 shares as compensation\nfor their services.\n\n \n\n**Equity\nIncentive Plan**\n\n \n\nOn\nJuly 18, 2024, the Company implemented an equity incentive plan (“Equity Incentive Plan”), which is attached hereto as Exhibit\n10.4. The Equity Incentive Plan is intended to provide for awards to attract, motivate, retain, and reward selected key employees and\nother eligible persons, including our consultants. We obtain approval of the Incentive Plan from our shareholders on the same date. A\nsummary of the Incentive Plan is set out below.\n\n \n\n**Number\nof Shares**\n\n \n\nTwo\nmillion shares of our Class A Common Stock will be reserved for grant or issuance under the Equity Incentive Plan. Shares issuable under\nthe Incentive Plan may be authorized, but unissued, or reacquired shares.\n\n \n\nAny\nshares of our Class A Common Stock that are represented by awards under the Equity Incentive Plan that are forfeited, expire, or are\ncancelled or settled in cash without delivery of shares, or that are forfeited back to us or reacquired by us after delivery for any\nreason, or that are tendered to us or withheld to pay the exercise price or related tax withholding obligations in connection with any\naward under the Incentive Plan, will again be available for awards under the Incentive Plan. Only shares of our Class A Common Stock\nactually issued under the Incentive Plan will reduce the share reserve.\n\n \n\n47"}