{"url_path":"/sec/qdmi/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1094032/0001213900-26-073119-index.html","accession_number":"0001213900-26-073119","cik":"0001094032","ticker":"QDMI","issuer_name":"QDM International Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1094032/0001213900-26-073119-index.html","primary_entity_key":"0001094032","primary_entity_name":"QDM International Inc."},"word_count":1419,"has_tables":true,"body_markdown":"**Item 11. Executive Compensation.**\n\n \n\nThe following table sets forth the cash and non-cash\ncompensation awarded to or earned by each individual who served as the executive officer during the fiscal years ended March 31, 2026\nand 2025.\n\n \n\n**Summary of Executive Compensation Table**\n\n \n\nName and Principal Position \nYear  \nSalary\n($)  \nStock\nAwards\n($)  \nOption\nAwards\n($)  \nNonqualified\nDeferred\nCompensation\nEarnings\n($)  \nAll Other\nCompensation\n($)  \nTotal\n($) \n\nHuihe Zheng \n2026  \n \n91,129\n  \n —  \n —  \n —  \n 700,000* \n 791,129 \n\nChief Executive Officer and Chairman \n2025  \n —  \n —  \n —  \n —  \n —  \n — \n\n  \n   \n    \n    \n    \n    \n    \n   \n\nWei Li \n2026  \n 120,000  \n    \n —  \n —  \n    \n 120,000 \n\nChief Financial Officer \n2025  \n 78,710  \n    \n —  \n —  \n —  \n 78,710 \n\n \n\n*\nPursuant to the Zheng Agreement (as defined below), Mr. Zheng was awarded\na one-time special bonus of $700,000 within sixty (60) days of the effective date of the Zheng Agreement.\n\n \n\n58\n\n \n\n \n\n**Outstanding Equity Awards at Fiscal Year End**\n\n \n\nThere were no outstanding equity awards as of\nMarch 31, 2026.\n\n \n\nOn May 22, 2026, the Company’s Board approved\nthe 2026 Plan, which was subsequently registered through Form S-8 filed on June 2, 2026. The 2026 Plan is designed to attract, retain,\nand motivate directors, consultants, and key employees to exert their best efforts on behalf of the Company and align their interests\nwith those of the Company’s stockholders. Under the 2026 Plan, the Company has authorized the issuance of up to 1,295,427 shares\nof common stock for awards, subject to an automatic annual increase beginning January 1, 2027. As of the date of this Report, 2026, the\nCompany has not issued or granted any shares under the 2026 Plan.\n\n \n\n**Employment Agreements**\n\n* *\n\n*Employment Agreement with Huihe Zheng*\n\n* *\n\nEffective as of December 11, 2025, the Company\nand Mr. Zheng entered into an employment agreement (the “Zheng Agreement”). Under the Zheng Agreement, Mr. Zheng\nis entitled to an annual salary of $300,000 for his services as the Chief Executive Officer of the Company. Additionally, Mr. Zheng\nis entitled to (1) a one-time special bonus of $700,000 to be paid within sixty (60) days of the effective date of the Zheng Agreement\nfor his past performance and contributions to the Company and (2) a one-time special bonus of $300,000 to be paid within six (60)\ndays after the Company’s uplisting to Nasdaq. He is also entitled to participate in the Company’s equity incentive plans and\nother Company benefits, each as determined by the Board from time to time. His employment has an initial term of three years and is subject\nto successive, automatic one-year extensions unless either party gives notice of non-extension to the other party at least 30\ndays prior to the end of the applicable term.\n\n \n\nPursuant to the Zheng Agreement, the Company may\nterminate Mr. Zheng’s employment for cause, at any time, without notice or remuneration, for certain acts, such as conviction\nor plea of guilty to a felony or grossly negligent or dishonest acts to the detriment of the Company, or misconduct or a failure to perform\nagreed duties and such failure continuing after she is afforded not less than fifteen (15) days to cure such failure. In such case, Mr. Zheng\nwill not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and his right to all\nother benefits will terminate, except as required by any applicable law. The Company may also terminate Mr. Zheng’s employment\nwithout cause upon 30 days’ advance written notice. In such case of termination by the Company, Mr. Zheng will be entitled\nto the amount of base salary earned and not paid prior to termination.\n\n \n\nPursuant to the Zheng Agreement, if the Company\nexperiences a change of control transaction, as set forth therein, upon the termination of his employment, Mr. Zheng will be entitled\nto a severance payment consisting of (1) a lump-sum cash payment equal to one (1) month of his base salary, determined based on the\nhigher of the his annual base salary immediately prior to the termination or as of the termination date; and (2) a lump sum cash payment\nequal to a pro-rated amount of his annual bonus for the fiscal year immediately preceding the termination. Such severance payment\nis due and payable in a lump sum within seventy-four (74) days of his termination date.\n\n \n\nPursuant to the Zheng Agreement, Mr. Zheng\nmay terminate his employment at any time with 30 days’ prior written notice to the Company without cause or if (1) there is a material\nreduction in his authority, duties and responsibilities unless such reduction was made with his consent, or (2) there is a material reduction\nin his annual salary. Upon his termination of the employment due to any aforementioned reasons, the Company shall provide compensation\nto Mr. Zheng the equivalent to one month of his base salary that she is entitled to immediately prior to such termination.\n\n \n\nThe Zheng Agreement also contains customary restrictive\ncovenants relating to confidentiality, non-competition and non-solicitation.\n\n \n\n*Employment Agreement with Wei Li*\n\n* *\n\nEffective as of August 5, 2024, the Company\nand Ms. Li entered into an employment agreement (the “Li Agreement”). Under the Li Agreement, Ms. Li is entitled to an annual\nsalary of $120,000 (which shall increase to $150,000 per year commencing upon the listing of the Company’s securities on Nasdaq)\nfor her services as the Chief Financial Officer of the Company. She is also entitled to participate in the Company’s equity incentive\nplans and other Company benefits, each as determined by the Board from time to time. Her employment has an initial term of one year and\nis subject to successive, automatic one-year extensions unless either party gives notice of non-extension to the other party\nat least 30 days prior to the end of the applicable term.\n\n \n\nPursuant to the Li Agreement, the Company may\nterminate Ms. Li’s employment for cause, at any time, without notice or remuneration, for certain acts, such as conviction or plea\nof guilty to a felony or grossly negligent or dishonest acts to the detriment of the Company, or misconduct or a failure to perform agreed\nduties and such failure continuing after she is afforded not less than fifteen (15) days to cure such failure. In such case, Ms.\nLi will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and her right to all\nother benefits will terminate, except as required by any applicable law. The Company may also terminate Ms. Li’s employment without\ncause upon 30 days’ advance written notice. In such case of termination by the Company, Ms. Li will be entitled to the amount\nof base salary earned and not paid prior to termination.\n\n \n\n59\n\n \n\n \n\nPursuant to the Li Agreement, Ms. Li may terminate\nher employment at any time with 30 days’ prior written notice to the Company without cause or if (1) there is a material\nreduction in her authority, duties and responsibilities unless such reduction was made with her consent, or (2) there is a material\nreduction in her annual salary. Upon her termination of the employment due to any aforementioned reasons, the Company shall provide compensation\nto Ms. Li the equivalent to one month of her base salary that she is entitled to immediately prior to such termination.\n\n \n\nThe Li Agreement also contains customary restrictive\ncovenants relating to confidentiality, non-competition and non-solicitation.\n\n \n\nWe presently do not have any other employment\nagreements with our other executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits\nfor directors or executive officers.\n\n** **\n\n**Director Compensation**\n\n \n\nThe following table sets forth information with\nrespect to compensation earned by our named executive officers for the fiscal year ended March 31, 2026.\n\n \n\n** **\n\n**Name and Principal Position(2)**\n\n \n**Year**\n \n \n**Fees earned or paid in cash\n($)**\n \n \n**Stock awards\n($)**\n \n \n**Option awards\n($)**\n \n \n**Non-equity\nIncentive Plan\nCompensation\n($)**\n \n \n**Change in pension value and nonqualified\ndeferred\ncompensation\nearnings\n($)**\n \n \n**All Other\nCompensation\n($)**\n \n \n**Total\n($)**\n \n\nTimothy Miles\n \n2026\n \n \n \n12,000\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n12,000\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\nFawn Ren\n \n2026\n \n \n \n12,000\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n12,000\n \n\n \n\nOther than Mr. Zheng, each director is entitled\nto an annual cash compensation of $12,000 for each calendar year of service as director. Ms. Ren is also entitled to reimbursement for\nreasonable, pre-approved expenses incurred by her in connection with the performance of her responsibilities as our director.\n\n \n\nWe do not currently have an established policy\nto provide compensation to members of our Board for their services in that capacity, although we may choose to adopt a policy in the future.\nSalaries are established by our Board."}