{"url_path":"/sec/vrdr/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":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1506929/0001493152-26-027105-index.html","accession_number":"0001493152-26-027105","cik":"0001506929","ticker":"VRDR","issuer_name":"VERDE RESOURCES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1506929/0001493152-26-027105-index.html","primary_entity_key":"0001506929","primary_entity_name":"VERDE RESOURCES, INC."},"word_count":2455,"has_tables":true,"body_markdown":"**ITEM\n11. Executive Compensation.**\n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended June 30,\n2025 and 2024 to our named executive officers. .\n\n \n\nSUMMARY COMPENSATION TABLE\n\nName and Principal Position \nYear  \n\n**Salary**\n\n**($)**\n  \n\n**Bonus**\n\n**($)**\n  \n\n**Stock Awards**\n\n**($)**\n  \n\n**Option Awards**\n\n**($)**\n  \n\n**Non-Equity Incentive**\n\n**Plan Compensation ($)**\n  \n\n**Change in Pension Value and Nonqualified Deferred Compensation Earnings**\n\n**($)**\n  \nAll Other Compensation ($)  \n\n**Total**\n\n**($)**\n \n\n  \n   \n   \n   \n   \n   \n   \n   \n   \n  \n\nJack Wong (1) \n   \n    \n    \n    \n    \n    \n    \n    \n   \n\nCEO, and Director \n2025  \n 357,075  \n 1,250,000  \n 0  \n 0  \n 0  \n 0  \n 0  \n 1,607,075 \n\nPresident, CEO, and Director \n2024  \n 287,650  \n 0  \n 0  \n 0  \n 0  \n 0  \n 0  \n 287,650 \n\n  \n   \n    \n    \n    \n    \n    \n    \n    \n   \n\nEric Bava (2) \n   \n    \n    \n    \n    \n    \n    \n    \n   \n\nCOO, and Director \n2025  \n 167,554  \n 0  \n 90,433  \n 0  \n 0  \n 0  \n 0  \n 257,987 \n\nCOO \n2024  \n 90,923  \n 0  \n 135,679  \n 0  \n 0  \n 0  \n 0  \n 226,602 \n\n  \n   \n    \n    \n    \n    \n    \n    \n    \n   \n\nJeremy P. Concannon (3) \n   \n    \n    \n    \n    \n    \n    \n    \n   \n\nChief Growth Officer \n2025  \n 53,538  \n 0  \n 334,160  \n 0  \n 0  \n 0  \n 0  \n 387,698 \n\n— \n2024  \n 0  \n 0  \n 0  \n 0  \n 0  \n 0  \n 0  \n 0 \n\n \n\n \n\n(1)\nMr.\nJack Wong was appointed President and Chief Executive Officer on October 1, 2022, and resigned as President on September 12, 2023.\nHe was also appointed as Director on March 30, 2023, and Chairman of the Board of Directors on September 12, 2023. Subsequently,\non January 23, 2024, Jack Wong stepped down from his position as Chairman of the Board. By Waiver and Consent of Shareholders, Jack\nWong was re-elected Director of the Company, effective March 30, 2024. Mr. Wong was paid a total salary of $357,075 and $287,650\nfor the years ended June 30, 2025, and 2024 respectively. A special bonus of $1.25 million was awarded in fiscal year 2025 in recognition\nof Mr. Jack Wong’s contributions in transforming the Company into a pioneer in the Net Zero building materials and carbon removal\nindustry. Although the Company previously agreed to provide Mr. Wong with employee stock options, no stock options were granted to\nhim during fiscal year 2025 or fiscal year 2024. As such, no amounts are reported in the “Option Awards” column for those\nyears. Mr. Wong does not receive compensation for his service as a member of the Board.\n\n \n \n\n(2)\nMr.\nEric Bava was appointed Chief Operating Officer of the Company on October 1, 2023. Mr. Bava was appointed as a member of the Board\neffective December 26, 2024. Mr. Bava was paid a total salary of $167,554 and $90,923 for the years ended June 30, 2025, and 2024\nrespectively. On August 30, 2024, the Company issued 670,000 of the Company’s restricted shares of Common Stock to Mr. Bava\nas part of his compensation pursuant to the Bava Agreement (discussed below) for his first year’s service to the Company. The\nfair value of 670,000 shares was $181,235 which calculated based on stock price of $0.2705 per share on August 30, 2024 (date of\nfinal board approval and grant date) and is being amortized over the service period from October 1, 2023 to September 30, 2024. During\nthe year ended June 30, 2025, and 2024 the Company charged $90,433 and $135,679 respectively to selling, general and administrative\nexpenses as salary expenses, respectively. Mr. Bava does not receive compensation for his service as a member of the Board. See the\nsection entitled “Employment Agreements” below for additional details.\n\n \n \n\n(3)\nMr.\nJeremy P. Concannon was appointed as Chief Growth Officer (“CGO”) of the Company on August 1, 2024. Mr. Jeremy P. Concannon\nwas paid a total salary of $53,538 and $0 for the years ended June 30, 2025, and 2024 respectively. On August 30, 2024, the Company\nissued 1,350,000 of the Company’s restricted shares of Common Stock to Mr. Jeremy P. Concanon, as part of the compensation\npackage in the Concannon Agreement (described below) that the Company entered into with Mr. Jeremy P. Concanon on July 31, 2024.\nThe fair value of the first 1,350,000 shares was $365,175, calculated based on stock price of $0.2705 per share on August 30, 2024\n(date of final board approval and grant date), and is being amortized over the requisite service period. During the year ended June\n30, 2025, the Company charged $334,160 to selling, general and administrative expenses as salary expenses. The second tranche of\n1,350,000 shares of our Common Stock due to be issued to Mr. Concannon on August 31, 2025, under the terms of his services agreement\n(discussed below), has not been issued as of the date of this Annual Report.\n\n \n\n52\n\n[Table of Contents](#toc_001)\n\n \n\n**Employment\nAgreements**\n\n \n\n*Jack\nWong*\n\n \n\nOn\nSeptember 30, 2022, we entered in an offer letter with Mr. Jack Wong (the “Wong Offer Letter”) to serve as the Company’s\nChief Executive Officer and President, beginning on October 1, 2022 for a period of five years, subject to further extension by the Company.\nWe agreed to pay Mr. Wong an annual base salary of $287,650 as well as to provide Mr. Wong with the use of an executive vehicle, employee\nstock options, and reimbursement of all expenses incurred by Mr. Wong while performing work for the Company. The Wong Offer Letter further\nprovides for Mr. Wong to be entitled to personal accident and medical insurance and thirty days of annual leave after one full year of\nservice to the Company, and subjects Mr. Wong to confidentiality and non-compete covenants. Either the Company or Mr. Wong may terminate\nthe agreement upon three months’ prior written notice or three months’ pay in lieu of notice.\n\n \n\n*Sherina\nChui*\n\n \n\nOn\nApril 30, 2025, we entered into an Independent Employment Agreement with Ms. Sherina Chui (the “Chui Agreement”) to serve\nas the Company’s Chief Financial Officer, beginning on May 1, 2025. We agreed to pay Ms. Chui at an annual rate of $120,000, payable\nmonthly. As an independent contractor, Ms. Chui is solely responsible for all federal, state, and local taxes and any applicable insurance\nor retirement contributions. Ms. Chui is not entitled to workers’ compensation, health, or other employment-related benefits.\n\n \n\nThe\nChui Agreement shall expire on April 30, 2028, unless terminated earlier by Ms. Chui and the Company. Upon expiration, Ms. Chui and the\nCompany may mutually agree to extend the relationship by renewal of the Chui Agreement or execution of a new agreement.\n\n \n\n*Eric\nBava*\n\n \n\nOn\nOctober 1, 2023, we entered into an Employment Agreement with Mr. Eric Bava (the “Bava Agreement”) to serve as the Company’s\nChief Operating Officer, beginning on the same date. We agreed to pay Mr. Bava an initial annual base salary of $120,000, payable monthly,\nand subject to increase in accordance with the following schedule:\n\n \n\nAnnual Base Salary \nTime Period\n\n$120,000 ($10,000 per month) \nOctober 2023—June 2024\n\n$150,000 ($12,500 per month) \nJuly 2024—March 2025\n\n$180,000 ($15,000 per month) \nApril 2025—March 2026\n\n$210,000 ($17,500 per month) \nApril 2026—October 2027\n\n \n\nMr.\nBava is additionally eligible to receive additional annual compensation in the form of 670,000 shares of our Common Stock, subject to\napproval by the Company’s Board, as well as fifteen days of annual leave beginning after once a full year of service to the Company\nhas been completed. The Bava Agreement further provides that Mr. Bava may take up other forms of employment during the term of the Bava\nAgreement, provided that such other employment is not involved in any commercial interests or businesses that may constitute a conflict\nof interest with his employment by the Company. The Bava Agreement shall terminate on September 30, 2027, subject to renewal by Mr. Bava\nand the Company. Either Mr. Bava or the Company may terminate the Bava Agreement upon sixty days’ prior notice.\n\n \n\nOn\nMay 1, 2025, we entered into an addendum to the Bava Agreement with Mr. Bava (the “Bava Addendum”), effective as of October\n1, 2024. Under the terms of the Bava Addendum, Mr. Bava’s equity compensation was adjusted from the issuance of 670,000 shares\nof our Common Stock annually to the issuance of $60,000 worth of shares of our Common Stock annually, with the number of shares to be\ndetermined based upon the fair market value of our Common Stock on the grant date each year.\n\n \n\n*Jeremy\nP. Concannon*\n\n \n\nOn\nJuly 29, 2024, we entered into an Employment Agreement with Mr. Jeremy P. Concannon (the “Concannon Agreement”) to serve\nas the Company’s Chief Growth Officer, beginning on the August 1, 2024. We agreed to pay Mr. Concannon an annual base salary of\n$60,000, payable monthly, as well as to reimburse Mr. Concannon for any reasonable travel expenses incurred in the course of his service\nto the Company, subject to prior written approval. The Concannon Agreement further provides that Mr. Concannon may take up other forms\nof employment during the term of the Concannon Agreement, provided that such other employment is not involved in any commercial interests\nor businesses that may constitute a conflict of interest with his employment by the Company. The Concannon Agreement shall terminate\non September 30, 2027, subject to renewal by Mr. Concannon and the Company. Either Mr. Concannon or the Company may terminate the Concannon\nAgreement upon sixty days’ prior notice. The Concannon Agreement was terminated by mutual agreement between the parties on August\n31, 2025.\n\n \n\nOn\nJuly 31, 2024, we entered into a Services Agreement with Mr. Concannon (the “Second Concannon Agreement”) related to his\nservice as the Company’s Chief Growth Officer. In exchange for the services provided under the Second Concannon Agreement, we agreed\nto issue Mr. Concannon three tranches of 1,350,000 shares of our Common Stock each, with the first tranche issued on August 31, 2024,\nthe second tranche on August 31, 2025, and the final tranche on August 31, 2026. The Second Concannon Agreement further provides that\nMr. Concannon is prohibited from engaging in any commercial interests or businesses that may constitute a conflict of interest or be\ndetrimental to our interests, and that Mr. Concannon shall be entitled to reimbursement of reasonable travel expenses. The Second Concannon\nAgreement shall terminate on September 30, 2027, subject to renewal by Mr. Concannon and the Company. Either Mr. Concannon or the Company\nmay terminate the Second Concannon Agreement upon sixty days’ prior notice. On September 27, 2024, the Company and Mr. Concannon\nentered into an addendum to the Second Concannon Agreement to clarify the periods of service for which each tranche of shares would be\nissued as compensation.\n\n \n\n53\n\n[Table of Contents](#toc_001)\n\n \n\n**Equity\nIncentive Plans**\n\n \n\nThere\nare no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have\nno material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive\nofficers, except that stock may be granted at the discretion of the Board of Directors or a committee thereof.\n\n \n\n**Director\nCompensation**\n\n \n\nThe\nfollowing table sets forth the aggregate compensation paid to our non-employee director for the fiscal years ended June 30, 2025 and\n2024.\n\n \n\nName and Principal Position \nYear \n\n**Fees earned or paid in cash**\n\n**($)**\n  \n\n**Stock awards**\n\n**($)**\n  \n\n**Option**\n\n**Awards ($)**\n  \n\n**Non-Equity**\n\n**Incentive Plan**\n\n**Compensation**\n\n**($)**\n  \n\n**Nonqualified**\n\n**Deferred**\n\n**Compensation**\n\n**Earnings**\n\n**($)**\n  \n\n**All Other**\n\n**Compensation**\n\n**($)**\n  \n\n**Total**\n\n**($)**\n \n\nKarl Strahl(1) \n2025 \n -  \n 5,534  \n   -  \n      -  \n       -  \n      -  \n 5,534 \n\nDirector \n2024 \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n \n\n(1)\nMr.\nStrahl was appointed as a member of the Board on May 1, 2025. On June 1, 2025, the Company issued 350,000 of the Company’s\nrestricted shares of Common Stock to Karl Strahl, as part of the compensation package in the Director Appointment Agreement that\nthe Company entered into with Karl Strahl on May 1, 2025. The fair value of 350,000 shares was $33,110 which was calculated based\non stock price of $0.0946 per share on June 1, 2025 (date of final board approval and grant date), and is being amortized over the\nrequisite service period from May 1, 2025 to April 30, 2026. During the year ended June 30, 2025, the Company charged $5,534 to selling,\ngeneral and administrative expenses as Director’s fee.\n\n \n\n**Director\nCompensation Agreements**\n\n \n\n*Karl\nStrahl*\n\n \n\nMr.\nStrahl was appointed as a member of the Board on May 1, 2025. On the day of his appointment, we entered into a formal Agreement with\nMr. Strahl for his service as a member of our Board. We agreed to pay Mr. Strahl pro-rated annual compensation of $35,000 payable in\nshares of our Common Stock, with such issuance to occur within 60 days of May 1, 2025.\n\n \n\n*Dr.\nRaymond Powell*\n\n \n\nFor\nhis services to the Company as a consultant, we entered into a services agreement with Dr. Powell on April 20, 2024(the “Powell\nAgreement”), pursuant to which Dr. Powell provides technical guidance on the development, validation, and large-scale implementation\nof our biochar-integrated asphalt technologies, helping our innovations meet rigorous performance and sustainability standards. Under\nthe Powell Agreement, Dr. Powell receives compensation for the services provided in the form of shares of our Common Stock, to be issued\nin three tranches of one million shares each, with the first tranche issued on July 31, 2024, the second tranche on October 31, 2025,\nand the final tranche on October 31, 2026. The Powell Agreement additionally provides for reimbursement of certain travel expenses and\na minimum time commitment of 32 hours per month to fulfill the agreed to services. The Powell Agreement terminates on the earlier of\nsixty (60) days’ advanced notice by either party and April 30, 2027, and additionally contains customary provisions regarding non-competition\nand non-disclosure.\n\n \n\nDr.\nPowell does not receive any compensation for his service to the Company as an independent director.\n\n \n\n**Outstanding\nAwards Fiscal Year End**\n\n \n\nNone.\n\n \n\n**Compensation\nRecovery Policy**\n\n \n\nOn\nOctober 23, 2025, our Board of Directors adopted a policy (commonly known as a “clawback” policy) which provides for the\nrecovery of erroneously awarded incentive compensation to certain of our officers in the event that we are required to prepare an accounting\nrestatement due to material noncompliance by us with any financial reporting requirements under the federal securities laws. This policy\nis designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended, related rules and the listing standards of\nNasdaq Stock Market or any other securities exchange on which our shares are listed in the future. The policy is administered by Board\nof Directors or, if so designated by the Board of Directors, a committee thereof. Any determinations made by the shall be final and binding\non all affected individuals.\n\n \n\n**Policies\nand Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information**\n\n \n\nWe\ncurrently grant equity awards to our employees at the discretion of the Board. We do not have a written policy regarding the timing of\nequity awards, but we do not grant equity awards in anticipation of the release of material nonpublic information, nor do we time the\nrelease of material nonpublic information based on equity award grant dates.\n\n \n\n54\n\n[Table of Contents](#toc_001)"}