{"url_path":"/sec/sund/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/1171838/0001493152-26-031046-index.html","accession_number":"0001493152-26-031046","cik":"0001171838","ticker":"SUND","issuer_name":"Sundance Strategies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1171838/0001493152-26-031046-index.html","primary_entity_key":"0001171838","primary_entity_name":"Sundance Strategies, Inc."},"word_count":1127,"has_tables":true,"body_markdown":"**ITEM\n11: Executive Compensation**\n\n \n\n**Director\nCompensation**\n\n \n\nThere\nwas no cash compensation and there were no equity awards granted during the fiscal year ended March 31, 2026.\n\n \n\nAt\nMarch 31, 2026, Mr. Pearson’s beneficial ownership totaled 1,191,432 shares.\n\n \n\nAt\nMarch 31, 2026, Mr. Dickman’s beneficial ownership totaled 5,928,213 shares, including 3,160,332 warrants.\n\n \n\nAt\nMarch 31, 2026, Mr. Quesenberry’s beneficial ownership totaled 970,206 shares.\n\n \n\n34\n\n \n\n \n\nAt\nMarch 31, 2026, Mr. Higginson’s beneficial ownership totaled 15,260,325 shares, including 7,000,000 shares owned by Higginson\nFamily Inv, LLC; 750,000 shares owned by Eclipse Fund LLC; 320,000 shares owned by Radion Energy LLC; 370,000 shares owned by\nEcosystems Resources LLC; and 900,000 shares owned by KGPR, LLC. Also included are 5,920,325 warrants held by Mr.\nHigginson.\n\n \n\n**Executive\nCompensation Objectives and Principles**\n\n \n\nThe\noverall objective of our executive compensation program is to help create long-term value for our stockholders by attracting and retaining\ntalented executives, rewarding superior operating and financial performance, and aligning the long-term interests of our executives with\nthose of our stockholders. Accordingly, our executive compensation program incorporates the following principles:\n\n \n\n \n●\nCompensation\nshould be based upon individual job responsibility, demonstrated leadership ability, management experience, individual performance,\nand Company performance.\n\n \n \n \n\n \n●\nCompensation\nshould reflect the fair market value of the services received. We believe that a fair and competitive pay package is essential to\nattract and retain talented executives in key positions.\n\n \n \n \n\n \n●\nCompensation\nshould reward executives for long-term strategic management and enhancement of stockholder value.\n\n \n \n \n\n \n●\nCompensation\nshould reward performance and promote a performance-oriented environment.\n\n \n\n**Executive\nCompensation Procedures**\n\n \n\nWe\nbelieve that compensation paid to our executive officers should be closely aligned with our performance and the performance of each individual\nexecutive officer on both a short-term and a long-term basis, should be based upon the value each executive officer provides to us, and\nshould be designed to assist us in attracting and retaining the best possible executive talent, which we believe is critical to our long-term\nsuccess. To attain our executive compensation objectives and implement the underlying compensation principles, we follow the procedures\ndescribed below.\n\n \n\n**Role\nof the Board**. The Board has responsibility for establishing and monitoring our executive compensation programs and for making decisions\nregarding the compensation of Randall F. Pearson, our Named Executive Officer. The Board sets the compensation package of the Named Executive\nOfficers.\n\n \n\nThe\nBoard relies on its judgment in making compensation decisions after reviewing our performance and evaluating our executives’ leadership\nabilities and responsibilities with our Company and their current compensation arrangements. The Board’s assessment process is\ndesigned to be flexible to better respond to the evolving business environment and individual circumstances. The last Annual Meeting\nof Stockholders was held in 2016.\n\n \n\n**Role\nof Compensation Consultant**. We have not engaged a compensation consultant.\n\n \n\n**Elements\nof Compensation**\n\n \n\nOur\nexecutive compensation objectives and principles are implemented through the use of the following elements of compensation, each discussed\nmore fully below:\n\n \n\n \n●\nBase\nSalary\n\n \n\n \n●\nAnnual\nIncentive Bonuses\n\n \n \n \n\n \n●\nStock-Based\nCompensation\n\n \n \n \n\n \n●\nOther\nBenefits\n\n \n\n35\n\n \n\n \n\n**Base\nSalary**. The Board approved the salaries of all our executive officers for Fiscal Year 2026. Base salaries are offered to ensure that\nour executive officers receive an ongoing level of compensation. Salary decisions concerning these officers were based upon a variety\nof considerations consistent with the compensation philosophy stated above. First, salaries were competitively set relative to both other\ncompanies in our industry and other comparable companies. The Board considered each officer’s level of responsibility and individual\nperformance, including an assessment of the person’s overall value to the Company. In addition, internal equity among employees\nwas factored into the decision. Finally, the Board considered our financial performance and our ability to absorb any increases in salaries.\n\n \n\n**Annual\nIncentive Bonuses**. Annual incentive bonuses are designed to reward extraordinary performance by our executives. For Fiscal Year 2026,\nthe Board did not precisely define the parameters of a bonus program for the Named Executive Officer, and no bonuses were awarded to\nthe Named Executive Office.\n\n \n\n**Stock-Based\nCompensation***.*Each Named Executive Officer or Director is eligible to receive stock-based compensation. Stock-based compensation\nis designed to more closely align the interests of management with those of our stockholders. We do not have any securities authorized\nfor issuance under an equity compensation plan, or any policies for allocating compensation between long-term and currently paid out\ncompensation or between cash and non-cash compensation or among different forms of non-cash compensation. No stock-based compensation\nwas granted during the years ended March 31, 2026.\n\n \n\n**Other\nBenefits**. Our Named Executive Officer receive the same benefits that are available to all other full-time employees, including the\npayment of health, dental, life and disability insurance premiums.\n\n \n\n**Deductibility\nof Executive Compensation**\n\n \n\nSection\n162(m) of the Internal Revenue Code disallows a tax deduction to publicly held companies for compensation paid to certain covered executives\nto the extent such compensation exceeds $1.0 million per covered officer in any year. The Board understands that it is possible that\nthe compensation payable to our named executive officers will exceed the $1.0 million limit under Section 162(m). We believe that in\nestablishing the cash and equity incentive compensation programs for our named executive officers, the potential deductibility of the\ncompensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole\ngoverning factor. For that reason, we may deem it appropriate to provide one or more named executive officers with the opportunity to\nearn incentive compensation, whether through annual cash incentive programs tied to our financial performance or through equity awards,\nwhich together with base salary in the aggregate may be in excess of the amount deductible by reason of Section 162(m) or other provisions\nof the Internal Revenue Code. We believe it is important to maintain cash and equity incentive compensation at the levels needed to attract\nand retain the named executive officers essential to our success, even if all or part of that compensation may not be deductible by reason\nof the Section 162(m) limitation.\n\n \n\nThe\ncompensation that we pay to the named executive officers is reflected in our consolidated financial statements as required by GAAP. The\nBoard considers the financial impact, along with other factors, in determining the amount and form of compensation provided to executives.\nWe account for stock-based compensation in accordance with the requirements of FASB ASC Topic 718.\n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing information presents the compensation paid to Randall F. Pearson, our Named Executive Officer, in Fiscal Year 2026, and 2025.\n\n \n\nName and\n\nPrincipal Position \nYear  \nSalary\n\n($)  \n\n**Bonus**\n\n**($)**\n  \nStock Awards\n\n($)  \nOption Awards\n\n($)  \nNon-Equity Incentive Plan Compensation\n\n($)  \n\n**All Other**\n\n**Compensation**\n\n**($)**\n  \nTotal\n($) \n\n  \n   \n   \n   \n   \n   \n   \n   \n  \n\nRandall F. Pearson \n 2026  \n 136,900  \n —  \n —  \n —  \n —  \n —  \n 136,900 \n\nPresident, Principal Executive Officer and Principal Financial Officer \n 2025  \n 136,900  \n —  \n —  \n —  \n —  \n —  \n 136,900 \n\n \n\n36"}