{"url_path":"/sec/viasp/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":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1606268/0001606268-26-000020-index.html","accession_number":"0001606268-26-000020","cik":"0001606268","ticker":"VIASP","issuer_name":"Via Renewables, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1606268/0001606268-26-000020-index.html","primary_entity_key":"0001606268","primary_entity_name":"Via Renewables, Inc."},"word_count":3829,"has_tables":true,"body_markdown":"Item 11. Executive Compensation\n\nCOMPENSATION DISCUSSION AND ANALYSIS\n\nIn this section, we describe our compensation philosophy, the factors the independent directors considered in developing our compensation packages, and the decision-making process it followed in setting compensation for our Named Executive Officers for the year ended December 31, 2025. You should read this section in conjunction with the tables and accompanying narratives that follow.\n\nOur “Named Executive Officers” as defined under the SEC’s rules for the year ended December 31, 2025 were:\n\nNamePosition\n\nW. Keith Maxwell IIIChief Executive Officer\n\nMike BarajasChief Financial Officer\n\nPaul KonikowskiChief Operating Officer\n\nObjective and Focus\n\nThe objective of our compensation program is to reward performance that contributes to the achievement of our business strategy on both a short-term and long-term basis. Accordingly, a significant portion of our executive compensation is related to factors that directly and indirectly relate to our business strategy and performance.\n\nElements of Executive Compensation\n\nThe compensation of our Named Executive Officers historically consisted of base salaries, annual cash incentive bonuses, long-term incentive awards, and other in-service and post-employment benefits and perquisites.\n\nBase Salary\n\nWe pay base salaries to provide a fixed amount of compensation for our Named Executive Officer’s regular work. Base salaries are generally set at levels deemed necessary to attract and retain individuals with superior talent commensurate with their relative expertise and experience. The independent directors review the base salaries of the Named Executive Officers annually at the beginning of each fiscal year, and usually makes percentage increases based on several factors, including its view of the cost of living and competitive conditions for executive talent, an evaluation of our performance, the individual’s performance, years of service, responsibilities, experience, leadership abilities, increases or changes in duties and responsibilities, our future growth plans, industry conditions, and our current ability to pay. The base salary in effect for each of our Named Executive Officers during the year ended December 31, 2025 appears in the “Salary” column of our Summary Compensation Table.\n\nAnnual Incentive Cash Bonuses\n\nWe have historically paid annual incentive cash bonuses to motivate and reward our executives. Our Named Executive Officers have historically had the potential to receive a meaningful annual incentive cash bonus based upon our operational and financial performance. Historically, annual incentive cash bonuses for a particular year are paid following the end of that year, and have historically been subject to an individual’s continued employment through the date of payment.\n\nIn determining the annual incentive cash bonuses to be paid, the Board of Directors has historically used the achievement of pre-determined operational and financial performance goals as a guideline. The operational and financial performance goals are historically determined at the beginning of the year in consultation with management along with a target award based on a percentage of base salary. The Board maintain complete discretion on the final determination of annual cash bonuses for the Named Executive Officers.\n\nIn March 2026, the Board, determined to grant bonuses in the amount of $250,000 for Mr. Barajas and $550,000 for Mr. Konikowski. The annual incentive cash bonuses with respect to the year ended December 31, 2025 appear in the “Non-equity Incentive Plan Compensation” column of our Summary Compensation Table.\n\nCompanyTicker\n\nMetricTargetEligible Grant as a % of Base Salary\n\nMaximum Long Term\nIncentive Award Value as\nPercentage of Base SalaryPercentage of Base\nSalary Actually EarnedDollar Amount of\nAward\n\nIn-Service and Post-Employment Benefits\n\nIn addition to the elements of compensation discussed above, we also provide other benefits to our Named Executive Officers, including retirement benefits to match competitive practices in our industry and that are comparable to those provided at other companies of our size. They are designed to provide certain basic quality of life benefits and protections to our employees and at the same time enhance our attractiveness as an employer.\n\n401(k) Retirement Plan\n\nWe sponsor a 401(k) retirement plan. During the year ended December 31, 2025, the plan was available to all of our employees immediately upon employment. The Named Executive Officers participate on the same basis as all other employees. Eligible employees may contribute 90% of their salary up to the Internal Revenue Service maximum contribution to the plan through payroll deductions. We match 100% of an employee’s contribution up to 4% of his or her salary.\n\nOther Benefit Plans\n\nWe provide other benefits such as medical, dental, vision, flexible spending accounts, paid time off, life insurance and disability coverage, which are also provided to all other eligible employees.\n\nPerquisites\n\nWe provide certain perquisites to our Named Executive Officers, such as a cellular allowance. More detail on our perquisites may be found in the narrative following the Summary Compensation Table, below.\n\nTax and Accounting Considerations\n\nThe Tax Cuts and Jobs Act of 2017 (the “Tax Act”) eliminated the “performance-based compensation” deduction limitation under Section 162(m) of the Internal Revenue Code of 1986, as amended (referred to as the “Code”). Given that we have not historically granted compensation that would be considered “performance-based compensation,” all taxable compensation paid to our Named Executive Officers, including compensation expense generated in connection with RSUs is not exempt from the Section 162(m) deduction limit. We may from time to time in the future pay compensation amounts to our executive officers that are not deductible. Although we consider tax deductibility in the design and administration of our executive compensation plans and programs, we believe that our interests are best served by providing competitive levels of compensation to our Named Executive Officers even if it results in the non-deductibility of certain amounts under the Code.\n\nRSU awards to our employees in prior years, including Named Executive Officers, have been granted and reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with ASC Topic 718. RSU awards to our directors have been granted and reflected in our consolidated financial statements based upon applicable accounting guidance, at fair market value as of the reporting period ending date in accordance with ASC Topic 718.\n\nClawback Policy\n\nIn October 2023, in compliance with SEC rules implementing the clawback provisions of the Dodd-Frank Act and NASDAQ listing standards, our Board adopted an Incentive-Based Compensation Recovery Policy. This policy provides for the recovery of certain incentive compensation in the event of an accounting restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under securities laws. The policy was not triggered during the last completed fiscal year.\n\nThe Role of Management\n\nOur Chief Executive Officer annually reviews the competitive pay position and the performance of each member of senior management other than himself. Our Chief Executive Officer’s conclusions and recommendations, including\n\nthose for base salary adjustments and award amounts for the current year, are presented to the independent directors and such members make all compensation decisions and approves all share-based awards for the Named Executive Officers.\n\nThe independent directors consider the performance of our Chief Executive Officer and determine all components of our Chief Executive Officer’s compensation and meet outside the presence of all of our executive officers to consider appropriate compensation for our Chief Executive Officer.\n\nRisk Management\n\nAlthough portions of the compensation provided to Named Executive Officers is based on our performance, we believe our compensation programs do not encourage excessive and unnecessary risk-taking by our Named Executive Officers (or other employees) because these programs are designed to encourage employees to remain focused on both our short-term and long-term operational and financial goals. We set performance goals that we believe are reasonable in light of our past performance and market conditions.\n\n2026 Executive Compensation Decisions\n\nBase Salary\n\nOn December 1, 2025, the Company approved and entered into an First Amendment (the “Amendment”) to that certain Employment Agreement with Paul Konikowski, the Company’s Chief Operating Officer. Pursuant to the Amendment, Mr. Konikowski’s annual base salary was increased to $550,000. Except as expressly modified by the Amendment, the Employment Agreement remains in full force and effect.\n\nAnnual Cash Incentive Bonuses\n\nThe independent directors approved the metrics of Mass Market RCE Count; Operating Expense to Gross Margin; Free Cash Flow to Common Shareholders, as well as a discretionary component with respect to the year ending December 31, 2026.\n\nDirector Compensation\n\nOur non-employee directors received cash fees for their service on the Board and its committees during the year ended December 31, 2026 as set forth below:\n\nFeeAmount ($)\n\nAnnual Retainer150,000\n\nAudit Committee Chair10,000\n\nSpecial Committee Chair(1)\n10,000\n\nEach Special Committee Meeting attended(1)\n1,000\n\n(1) The Special Committee is formed from time to time to review certain related party transactions.\n\nAs the Chairman of the Board, Mr. Maxwell is paid annual director fees of $250,000.\n\nIn addition, each director is reimbursed for: (i) travel and miscellaneous expenses to attend meetings and activities of our Board or its committees; (ii) travel and miscellaneous expenses related to such director’s participation in general education and orientation program for directors; and (iii) travel and miscellaneous expenses for each director’s spouse who accompanies a director to attend meetings and activities of our Board of Directors or any of our committees.\n\nMore information about the actual compensation paid to non-employee directors is set forth in the Director Compensation table, below.\n\nSummary Compensation Table\n\nThe following table summarizes the compensation for our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023.\n\nName and Principal PositionYear\nSalary\n\n($)(1)\n\nStock Awards\n\n($) (2)\n\nNon-equity\n\nIncentive Plan Compensation\n\n($)(3)\n\nAll Other Compensation\n\n($)(4)\nTotal ($)\n\nMr. Maxwell20251——26,71726,718\n\nPresident and Chief Executive Officer20241——25,99825,999\n\n20231740,797—16,342757,139\n\nMr. Barajas2025250,000—250,00027,705527,705\n\nChief Financial Officer2024250,000—250,00027,431527,431\n\n2023250,000111,118250,00037,529648,647\n\nMr. Konikowski2025365,385—550,00025,792941,177\n\nChief Operating Officer2024350,000—350,00024,584724,584\n\n2023350,000148,162350,00023,658871,820\n\n(1) The amounts reflected in this column represent the Named Executive Officers’ salary earned during the year ended December 31, 2025.\n\n(2) The amounts reflected in this column represent the grant date fair value of restricted stock unit awards granted to the Named Executive Officers pursuant to our Incentive Plan, computed in accordance with ASC Topic 718. No restricted stock units were issued during the years ended December 31, 2025 and 2024.\n\n(3) The amounts reflected in this column represent the annual cash incentive bonuses earned with respect to performance in the year ended December 31, 2025.\n\n(4) The amounts included in the table above under “All Other Compensation” consist of the following:\n\nNameYear401(k) Matching Contribution ($)Insurance\nPremiums ($)Cellular\nAllowance ($)Other ($)\n\nMr. Maxwell202510,00016,717––\n\n202410,00015,998––\n\n2023–16,342––\n\nMr. Barajas202510,00016,717988–\n\n202410,00016,443988–\n\n202313,20023,341988–\n\nMr. Konikowski202514,00010,804988–\n\n202413,8009,796988–\n\n202313,2009,470988–\n\nEmployment and Other Agreements\n\nEmployment Agreement with Mr. Maxwell\n\nIn March 2020, we entered into an employment agreement with Mr. Maxwell, by which Mr. Maxwell was named Interim President and Interim Chief Executive Officer of the Company and all of its wholly-owned subsidiaries. Mr. Maxwell was appointed to Chief Executive Officer in November 2020.\n\nMr. Maxwell’s employment agreement provides for a term beginning March 13, 2020 and continuing in force and effect until the appointment of a new person or persons as President and/or Chief Executive Officer.\n\nMr. Maxwell’s employment agreement further provides that:\n\n•Mr. Maxwell will have an Annual base salary of $1.00;\n\n•Mr. Maxwell shall be eligible to participate in any annual bonus plan established by the Company;\n\n•Mr. Maxwell shall be eligible to participate in the Company’s benefit plans and programs;\n\n•the Company will indemnify and hold Mr. Maxwell harmless for all acts and omissions during his employment to the maximum extent possible; and\n\n•the Company will purchase and maintain directors’ and officers’ liability insurance providing coverage for Mr. Maxwell.\n\nEmployment Agreements with Messrs. Barajas and Konikowski\n\nOn December 1, 2025, the Company approved and entered into an First Amendment (the “Amendment”) to that certain Employment Agreement with Paul Konikowski, the Company’s Chief Operating Officer. Pursuant to the Amendment, Mr. Konikowski’s annual base salary was increased to $550,000. Except as expressly modified by the Amendment, the Employment Agreement remains in full force and effect.\n\nIn November 2021, we entered into an employment agreement with each of Mr. Barajas and Mr. Konikowski. Each of the employment agreements provides for an initial term through December 31, 2022. The terms of each of the employment agreements automatically renews for periods of 12 months unless a party under the employment agreements provides notice of non-renewal at least 30 days prior to the expiration of the then-existing term.\n\nThe employment agreements each provide that, in the event the relevant executive is terminated by us other than for “cause” or the executive’s employment terminates due to either our election not to renew the term of the agreement or the executive’s resignation for “good reason,” the executive will, subject to execution of a release of claims, be entitled to receive the following payments and benefits:\n\n•12 months’ base salary plus an additional amount equal to the employee’s target bonus for the year of termination pro-rated based upon the number of days employee was employed in the calendar year of termination and based upon our actual performance through such date of termination, payable in twelve substantially equal installments (the “Severance Payment”);\n\n•any bonus earned for the calendar year prior to the year in which the termination occurs but which is unpaid as of the date of termination (the “Post-Termination Bonus Payment”); and\n\n•full vesting of any outstanding unvested awards held by the executive under our Incentive Plan.\n\n“Cause” under the employment agreements is generally defined to include (a) a material uncured breach by the executive of the employment agreement or any other obligation owed to us, (b) commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement, (c) any conviction, indictment or plea of nolo contendere with respect to any felony or any crime involving moral turpitude, (d) willful\n\nfailure to perform obligations pursuant to the employment agreement or failure or refusal to follow the lawful instructions of our Board of Directors and (e) any conduct which is materially injurious to us.\n\n“Good Reason” under the employment agreements is generally defined to include (a) a material diminution in base salary, (b) a material diminution in title, duties, authority or responsibilities, (c) relocation by more than fifty miles or (d) material and uncured breach of the employment agreement by us.\n\nA non-renewal of the term of the employment agreement by the employee, a termination by reason of employee’s death or disability, a termination by the Company for Cause, or a termination of employment by employee without Good Reason, or a separation in connection with a “Change in Control” described, does not give rise to a right to the Severance Payment or Post-Termination Bonus Payment.\n\nIf within 120 days prior to execution of a definitive agreement for a “Change in Control” transaction and ending 365 days after consummation or final closing of such transaction, the relevant executive’s employment is terminated by us other than for “cause” or the executive’s employment terminates due to either our election not to renew the term of the agreement or the executive’s resignation for “good reason,” subject to execution of a release of claims and other conditions, the relevant executive is entitled to receive the following payments and benefits:\n\n•a lump sum payment equal to 1.0 times the employee’s base salary then in effect, and the full target annual bonus for the year in which termination occurs, and payable within 15 days following the date in which employment is terminated;\n\n•any bonus earned for the calendar year prior to the year in which the termination occurs but which is unpaid as of the date of termination, payable within 15 days following the date in which employment is terminated;\n\n•a pro rata target annual bonus for the year of termination, calculated based upon our actual performance through such date and payable within 15 days following the date in which employment is terminated;\n\n•full vesting of any outstanding awards held by the executive under our Incentive Plan; and\n\n•reimbursement or payment of certain continuing health benefits, if elected by the executive.\n\nThe employment agreements generally define “Change in Control” to mean:\n\n•the consummation of an agreement to acquire or a tender offer for beneficial ownership by any person, of 50% or more of the combined voting power of our outstanding voting securities entitled to vote generally in the election of directors, or by any person of 90% or more of the then total outstanding shares of Class A common stock;\n\n•individuals who constitute the incumbent Board cease for any reason to constitute at least a majority of the Board;\n\n•consummation of certain reorganizations, mergers or consolidations or a sale or other disposition of all or substantially all of our assets;\n\n•approval by our shareholders of a complete liquidation or dissolution;\n\n•a public offering or series of public offerings by Retailco and its affiliates, as a selling shareholder group, in which their total interest drops below 10 million of our total outstanding voting securities;\n\n•a disposition by Retailco and its affiliates in which their total interest drops below 10 million of our total outstanding voting securities; or\n\n•any other business combination, liquidation event of Retailco and its affiliates or restructuring of us which the independent directors deem in its discretion to achieve the principles of a Change in Control.\n\nThe employment agreements also provide for noncompetition and nonsolicitation covenants which are in effect during the period of the executive’s employment and for a period of 12 months thereafter.\n\nSalary to Total Compensation\n\nFor the year ended December 31, 2025, salary accounted for the following percentages of each Named Executive Officer’s total compensation.\n\nNameSalary as a Percentage of Total\nCompensation\n\nMr. Barajas47.4%\n\nMr. Konikowski38.8%\n\nMr. Maxwell earns a base salary of $1, so the percentage of salary to total compensation is not meaningful.\n\nMr. Maxwell\n5/18/2023(2)\n\n(1)\n\nPotential Payments upon Termination or Change in Control\n\nThe employment agreements of Messrs. Barajas and Konikowski provide for certain payments upon termination and change in control. Please see “Employment Agreements--Employment Agreements with Messrs. Barajas and Konikowski” above. Mr. Maxwell’s employment agreement does not provide for any termination or change in control payments and the engagement agreement with Good Counsel provides only for vesting of RSUs upon a change in control.\n\nThe independent directors have the discretion to make certain adjustments to awards in the event of a change in control the independent directors determine are appropriate in light of the specific transaction.\n\nThe following tables shows the payments that our Named Executive Officer would be entitled to in the event of (a) a termination by the Company for convenience, a non-renewal of the term by the Company, or a termination by the Named Executive Officer for Good Reason, and (b) a termination under circumstances constituting a Change in Control (as defined in the employment agreement) in which the Named Executive Officer’s employment is terminated by the Company for convenience, a non-renewal of the term by the Company, or a termination by the Named Executive Officer for Good Reason as provided therein.\n\nEach of the tables below assume that such event occurred on December 31, 2025, and based on the closing market price of our Class A common stock on that day.\n\nThe amounts shown do not include payments that would be payable to all salaried employees generally.\n\nPotential Payments— Termination by Company for Convenience; Non-Renewal by Company; Good Reason\n\nName\nSeverance\n\nPayment ($)(1)\n\nPro-Rated Target Bonus ($)(2)\n\nUnpaid Bonus\n\n($)(3)\nTotal ($)\n\nMr. Maxwell--------\n\nMr. Barajas250,000250,000--500,000\n\nMr. Konikowski550,000550,000--1,100,000\n\n(1) Consists of twelve months’ 2025 base salary for Mr. Barajas and Mr. Konikowski.\n\n(2) For purpose of this table, the pro-rated target bonus is equal to the actual amount earned for the year ended December 31, 2025.\n\n(3) Under these circumstances, the employee would be entitled to any bonus earned for the prior fiscal year (the year ended December 31, 2024) that is unpaid as of the date of termination. We have not included the value of a post-termination bonus payment because no bonus was awarded with respect to the year ended December 31, 2024 or if awarded, has been paid.\n\nPotential Payments— Termination Following Change in Control by Company for Convenience;\n\nNon-Renewal by Company; Good Reason\n\nName\nLump Sum\n\n($)(1)\n\nPro-Rated Target Bonus ($)(2)\n\nUnpaid Bonus\n\n($)(3)\nTotal ($)\n\nMr. Maxwell--------\n\nMr. Barajas437,500250,000--687,500\n\nMr. Konikowski962,500550,000--1,512,500\n\n(1) Consists of a lump sum payment equal to the sum of the executive annual 2025 base salary in effect and the full target annual bonus for the year ended December 31, 2025.\n\n(2) For purpose of this table, the pro-rated target bonus is equal to the actual amount earned for the year ended December 31, 2025.\n\n(3) Under these circumstances, the employee would be entitled to any bonus earned for the prior fiscal year (the year ended December 31, 2024) that is unpaid as of the date of termination. We have not included the value of a post-termination bonus payment because no bonus was awarded with respect to the year ended December 31, 2024 or if awarded, has been paid.\n\nDirector Compensation Table\n\nThe following table shows information about non-employee director compensation for the year ended December 31, 2025:\n\nDirectorTotal\n\nMr. Maxwell III$250,000\n\nMr. Kennedy$150,000\n\nMs. Bush$170,000\n\nMr. Bill$151,098\n\nCEO Pay Ratio for 2025\n\nPay Ratio\n\nAs required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO:\n\nFor the year ended December 31, 2025:\n\n•The median of the annual total compensation of all employees of our Company (other than our CEO) was $78,974; and\n\n•The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Form 10-K/A, was $26,718.\n\nBased on this information, the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all employees was 0.3:1.\n\nMethodology\n\nTo identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:\n\n•Selection of Determination Date. We determined that, as of December 31, 2025, our employee population consisted of 203 employees globally. This population included all of our full-time and part-time employees.\n\n•Identification of Median Employee. To identify the “median employee” from our employee population, we reviewed the gross wages. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying the “median employee.”\n\n•Calculation of Annual Total Compensation. Once we identified our median employee, we combined all the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $78,974.\n\nFor our CEO’s annual total compensation, we used the amount reported in the “Total” column (column (j)) of our 2025 Summary Compensation Table included in this Form 10-K/A for Mr. Maxwell, as he was serving as of the determination date set forth above."}