{"url_path":"/sec/ofal/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-033093-index.html","accession_number":"0001493152-26-033093","cik":"0002036307","ticker":"OFAL","issuer_name":"OFA Group","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-033093-index.html","primary_entity_key":"0002036307","primary_entity_name":"OFA Group"},"word_count":842,"has_tables":true,"body_markdown":"**ITEM\n11. Executive Compensation**\n\n \n\nThe\nfollowing table sets forth information concerning the compensation of the named executive officers for the years ended March 31, 2025\nand 2026:\n\n \n\n**Summary\nCompensation Table**\n\n \n\n \n\n**Name and Principal Position**\n \nCalendar Year  \n\n**Salary or**\n\n**Consulting**\n\n**$**\n  \n\n**Bonus**\n\n**$**\n  \n\n**Stock**\n\n**Awards**\n\n**$**\n  \n\n**Other**\n\n**Payments**\n\n**$**\n  \n\n**Option**\n\n**Awards**\n\n**$**\n  \nTotal \n\n  \n   \n   \n   \n   \n   \n   \n  \n\nLarry Wong (Chief Executive Officer, Director) \n 2025  \n$36,815  \n -  \n -  \n -  \n$      -  \n$36,815 \n\nLarry Wong (Chief Executive Officer, Director) \n 2026  \n$240,000  \n -  \n 483,966  \n -  \n$-  \n$723,966 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nKeith Chong (Chief Technology Officer, Director) \n 2025  \n$36,815  \n -  \n -  \n -  \n$-  \n$36,815 \n\nKeith Chong (Chief Technology Officer, Director) \n 2026  \n$91,872  \n -  \n -  \n 90,173  \n$-  \n$182,045 \n\n \n\n**Executive\nEmployment Agreements**\n\n \n\n**Thomas\nGaffney**\n\n \n\nThe\nCompany (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated May 16, 2025 (the “COO\nAgreement”) with Mr. Thomas Gaffney, the Company’s Chief Operating Officer, effective as of May 21, 2025. With initial\nterm of two years, the COO Agreement term automatically renews for successive one-year terms as of the commencement date unless\nprior written notice by either party within thirty days prior to end of the current term. The COO Agreement provides for termination\nof employment and severance benefits under stated conditions and restrictive covenants. The COO Agreement provides an annual base\nsalary of $120,000. The COO Agreement provides for an initial equity grant of 50,000 Ordinary\nShares, along with an annual equity awards with a target value of approximately 50,000 Ordinary\nShares subject to Mr. Gaffney’s continued employment with the Company. The parties amended the COO Agreement to\nincrease the annual base salary to $180,000 payable in twelve equal monthly installments, effective September 8, 2025.\n\n \n\n92\n\n \n\n \n\n**Ernest\nYeung**\n\n \n\nThe\nCompany (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated July 9, 2025 (the “CFO Agreement”)\nwith Mr. Ernest Yeung, the Company’s Chief Financial Officer, effective as of July 15, 2025. With initial term of two years, the\nCFO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either\nparty within thirty days prior to end of the current term. The CFO Agreement provides for termination of employment and severance benefits\nunder stated conditions and restrictive covenants. The CFO Agreement provides an annual base salary of $85,000. The CFO Agreement provides\nfor an initial equity grant of 30,000 Ordinary Shares, along with an annual equity awards with a target value of approximately 30,000\nOrdinary Shares subject to Mr. Yeung’s continued employment with the Company.\n\n \n\n**Wai\nWong Chong**\n\n \n\nThe\nCompany (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated June 6, 2025 (the “CTO Agreement”)\nwith Mr. Wai Wong Chong, the Company’s Chief Technology Officer, effective as of May 21, 2025. With initial term of two years,\nthe CTO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by\neither party within thirty days prior to end of the current term. The CTO Agreement provides for termination of employment and severance\nbenefits under stated conditions and restrictive covenants. The CTO Agreement provides an annual base salary of $240,000. The CTO Agreement\nprovides for an initial equity grant of 100,000 Ordinary Shares, followed with receive annual equity awards with a target value of approximately\n100,000 Ordinary Shares subject to Mr. Chong’s continued employment with the Company.\n\n \n\n**Li\nHsien Wong**\n\n \n\nThe\nCompany (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated June 6, 2025 (the “CEO Agreement”)\nwith Mr. Li Hsien Wong, the Company’s Chief Executive Officer, effective as of May 21, 2025. With initial term of two years, the\nCEO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either\nparty within thirty days prior to end of the current term. The CEO Agreement provides for termination of employment and severance benefits\nunder stated conditions and restrictive covenants. The CEO Agreement provides an annual base salary of $240,000. The CEO Agreement provides\nfor an initial equity grant of 100,000 Ordinary Shares, followed with receive annual equity awards with a target value of approximately\n100,000 Ordinary Shares subject to Mr. Wong’s continued employment with the Company.\n\n \n\n**Compensation\nof Directors**\n\n \n\nThe\nfollowing table sets forth compensation we paid to our directors during the year ended March 31, 2026 (excluding compensation under the\nSummary Compensation table above).\n\n \n\n  \n\n**Fees Earned**\n\n**or\nPaid in Cash**\n  \n\n**Stock**\n\n**Awards**\n  \n\n**Option**\n\n**Awards**\n  \n\n**All Other**\n\n**Compensation**\n  \nTotal \n\nName \n($)  \n($)  \n($)  \n($)  \n($) \n\nAndrew Scott (Director) \n$10,000  \n -  \n$-  \n -  \n$10,000 \n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nThe\nfollowing table discloses information regarding outstanding equity awards granted or accrued as of March 31, 2026, for our named executive\nofficers.\n\n \n\n  \nOption Awards \nStock Awards \n\nName \n\n**Number\nof Securities Underlying Unexercised Options (#) Vested**\n \n\n**Number\nof Securities Underlying Unexercised Options (#) Unvested**\n  \nOption Exercise Price ($)  \nOption Expiration Date  \nNumber of Shares or Units of Stock (#) that Vested  \nMarket value of Shares or Units of Stock (#) that have not Vested \n\nLarry Wong \n- \n -  \n -  \n N/A  \n 124,451  \n 49,334 \n\n \n\n93"}