{"url_path":"/sec/fdct/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 **","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-027724-index.html","accession_number":"0001493152-26-027724","cik":"0001722731","ticker":"FDCT","issuer_name":"FDCTECH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-027724-index.html","primary_entity_key":"0001722731","primary_entity_name":"FDCTECH, INC."},"word_count":3261,"has_tables":true,"body_markdown":"**ITEM\n11.**\n**EXECUTIVE\nCOMPENSATION**\n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing table summarizes all compensation recorded by us in the past two fiscal years for:\n\n \n\n●\nour\nprincipal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2025, and\nDecember 31, 2024.\n\n \n\n2025\nand 2024 Summary Executive Compensation Table\n\n \n\nName and Principal Position \nYear \n\n**Salary(3)**\n\n**($)**\n  \n\n**Bonus**\n\n**($)**\n  \n\n**Stock\nAwards**\n\n**($)**\n  \n\n**Option\nAwards**\n\n**($)**\n  \n\n**Non-Equity\nIncentive Plan Compensation**\n\n**($)**\n  \n\n**Nonqualified\nDeferred Compensation**\n\n**($)**\n  \n\n**All\nOther Compensation**\n\n**($)**\n  \n\n**Total**\n\n**($)**\n \n\nMitch Eaglstein,\nCEO (1) \n2025 \n 180,000  \n -0-  \n -0-  \n -0-  \n -0-  \n -0-  \n -0-  \n 180,000 \n\n  \n2024 \n 180,000  \n -0-  \n 211,500  \n -0-  \n -0-  \n -0-  \n -0-  \n 391,500 \n\nImran Firoz, CFO (2) \n2025 \n 180,000  \n -0-  \n -0-  \n -0-  \n -0-  \n -0-  \n -0-  \n 180,000 \n\n  \n2024 \n 180,000  \n -0-  \n 211,500  \n -0-  \n -0-  \n -0-  \n -0-  \n 391,500 \n\nBrian Platt, CTO (3) \n2025 \n 82,500  \n -0-  \n -0-  \n -0-  \n -0-  \n -0-  \n -0-  \n 82,500 \n\n  \n2024 \n 60,000  \n -0-  \n -0-  \n -0-  \n -0-  \n -0-  \n -0-  \n 60,000 \n\n \n\n(1)\nAppointed CEO, President, and Director on January 21, 2016. The Company issued 30,000,000 Common Stock on January 21, 2016, and\n2,600,000 preferred stock on March 24, 2017, at par value as the founder in consideration of services rendered to the Company.\n\n \n\n(2)\nAppointed Chief Financial Officer, Secretary, and Director on January 21, 2016. The Company issued 5,310,000 Common Stocks on January\n21, 2016, and 400,000 preferred stocks on March 24, 2017, at par value for services rendered to the Company.\n\n \n\n(3)\nOn March 15, 2016, the Company issued 500,000 restricted common shares to Platt for services valued at $25,000.\n\n \n\nThe\nCompany gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred\npercent (100%) of their time to the Company. The Company has not formalized performance bonuses and other incentive plans. Each executive\nis paid every month at the beginning of the month. From September 2018 to September 30, 2020, the Company is paying monthly compensation\nof $5,000 to its CEO and CFO, respectively, with increases each succeeding year, should the agreement be approved annually. Effective\nOctober 1, 2020, the Company will pay $12,000 monthly to its CEO and CFO. Effective January 1, 2023, the Company will pay $15,000 monthly\nto its CEO and CFO.\n\n \n\nMessrs.\nEaglstein, Firoz, and Platt are independent contractors performing as the CEO, CFO, CTO, and COO, respectively. The Company intends to\nconvert all such officers to employee status during the second quarter of 2026. The Company has not issued any bonuses or stock option\nawards to its officers. The Company intends to provide these incentives to meet specific sales criteria, which will be reviewed quarterly\nand annually.\n\n \n\nOn\nDecember 12, 2022, the Board of Directors issued 10,000,000 Common Stocks valued at $83,000 each to Eaglstein and Firoz for services\nrendered concerning the acquisition of AML Ltd and the integration of AD Advisory Services Pty Ltd.\n\n \n\nOn\nJanuary 4, 2024, the Board of Directors issued 150,000 Series B Convertible Preferred Stock valued at $211,500 each to Eaglstein and\nFiroz for services rendered concerning the acquisition and integration of AML, APL, and ATECH.\n\n \n\n**Employment\nAgreements**\n\n \n\nThe\nCompany is not currently a party to any employment agreement and has no compensation agreement with any officer or director. The Company\nplans to enter into employment agreements with its officers before the uplist.\n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-Ended December 31, 2024**\n\n \n\nWe\nhave not granted any stock options to our executive officers since our incorporation.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nThe\nCompany has adopted\nan insider trading policy that governs the purchase, sale,\nand other dispositions of our securities that applies to the Company and our officers and directors, as well as our employees who have\nregular access to material, nonpublic information about the Company in the normal course of their duties. We believe that our insider\ntrading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards\napplicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.\n\n \n\n36 \n\n \n\n \n\n**Director\nCompensation**\n\n \n\nThe\nCompany issued Jonathan Baumgart, non-executive director, 100,000 common stocks valued at $21,000 in June 2021 upon his appointment to\nthe Board. The Company issued Baumgart 500,000 common stocks valued at $15,000 in December 2021.\n\n \n\nThe\nCompany issued Gope S. Kundnani, director, 5,000,000 common stocks valued at $60,000 in September 2022 upon his appointment to the Board.\nThe Company has not issued any other compensation to Kundnani as of December 31, 2023.\n\n \n\nOn\nJanuary 4, 2024, the Board of Directors issued 50,000 Series B Preferred Stock valued at $70,500 to Kundnani for services rendered concerning\nthe acquisition and integration of AML, APL, and ATECH.\n\n \n\n**Employee\nBenefit and Stock Plans**\n\n \n\n**2023\nStock Incentive Plan**\n\n \n\nIn\nNovember 2023, our board of directors and, in February 2024, our stockholders approved the FDCTech, Inc. 2023 Stock Incentive Plan (the\n“2023 Plan”). The 2023 Plan is designed to increase stockholder value and advance the interests of the Company by providing\nequity-based incentives to attract, retain, and motivate employees, consultants, and directors of the Company.\n\n \n\n**Administration**\n\n \n\nThe\n2023 Plan is administered by our board of directors or a compensation committee of the board of directors (the “Committee”).\nThe Committee consists of not less than two directors, each of whom must be a “non-employee director” within the meaning\nof Rule 16b-3 of the Securities Exchange Act of 1934 and an “outside director” within the meaning of Section 162(m) of the\nInternal Revenue Code. The Committee has complete authority to award incentives under the 2023 Plan, interpret the Plan, and make any\nother determinations it believes necessary and advisable for the proper administration of the Plan. The Committee’s decisions relating\nto the 2023 Plan are final and conclusive on the Company and all participants.\n\n \n\n**Eligibility**\n\n \n\nOfficers\nof the Company, employees of the Company or its subsidiaries, members of the board of directors, and consultants or other independent\ncontractors who provide services to the Company or its subsidiaries are eligible to receive incentives under the 2023 Plan when designated\nby the Committee. Participants may be designated individually or by groups or categories as the Committee deems appropriate. Participation\nby officers of the Company or its subsidiaries and any performance objectives relating to such officers must be approved by the Committee.\nParticipation is entirely at the discretion of the Committee and is not automatically continued after an initial period of participation.\n\n \n\n**Vesting**\n\n \n\nEach\nstock option granted under the 2023 Plan becomes exercisable at such time or times during its term as determined by the Committee at\nthe time of grant. The Committee has discretion to accelerate the exercisability of any stock option. In the case of restricted stock\nawards, the restrictions imposed by the Committee may include prohibitions against sale, transfer, pledge, or other encumbrance of the\nshares, with such prohibitions lapsing at such time or times as the Committee determines, whether in annual or more frequent installments,\nat the time of the death, disability, or retirement of the holder, or otherwise. Stock appreciation rights become exercisable upon such\nconditions as the stock option, if any, to which they relate is exercisable.\n\n \n\n**Shares\nof Stock Available for Issuance**\n\n \n\nThe\nCompany has reserved a total of 50,000,000 shares of its authorized common stock for issuance under the 2023 Plan. Shares of common stock\nthat are issued under the 2023 Plan or are subject to outstanding incentives will be applied to reduce the maximum number of shares remaining\navailable for issuance. Shares subject to a participant’s exercise of either an option or a stock appreciation right (but not both,\nin the case of a tandem SAR) shall be counted only once. To the extent that a stock option or SAR granted under the 2023 Plan expires\nor is terminated or canceled unexercised as to any shares of common stock, such shares may again be issued under the 2023 Plan. Similarly,\nshares of restricted stock that are forfeited or reacquired by the Company pursuant to rights reserved upon issuance may again be issued\nunder the 2023 Plan.\n\n \n\nThe\nauthorized number of shares under the 2023 Plan is non-dilutive and will not be affected by reverse or forward stock splits, dividends,\nor other distributions of the Company’s common stock.\n\n \n\n37 \n\n \n\n** **\n\n**Types\nof Awards**\n\n \n\nThe\n2023 Plan authorizes the Committee to grant the following types of equity-based incentive awards:\n\n \n\n**Incentive\nStock Options and Non-Qualified Stock Options.**Stock options granted under the 2023 Plan entitle the grantee, upon exercise, to purchase\na specified number of shares of common stock from the Company at a specified exercise price per share. The exercise price cannot be less\nthan the fair market value of the common stock on the date of grant (or 110% of fair market value for incentive stock options granted\nto any employee who owns more than 10% of the combined voting power of the Company). No option may be exercised more than 10 years after\nthe date of grant (or five years for 10% stockholders receiving incentive stock options). Options may not be repriced without stockholder\napproval.\n\n \n\n**Stock\nAppreciation Rights (SARs).**A SAR is a right to receive, without payment to the Company, a number of shares of common stock, cash,\nor any combination thereof, the amount of which is determined based on the appreciation in the value of the shares subject to the SAR.\nSARs may be granted in tandem with non-qualified stock options or as free-standing awards. The term of a SAR cannot exceed ten years\nand one day from the date of grant. SARs may not be repriced without stockholder approval.\n\n \n\n**Stock\nAwards and Restricted Stock.**A stock award consists of the transfer by the Company to a participant of shares of common stock, without\nother payment, as additional compensation for services. Restricted stock consists of shares of common stock sold or transferred to a\nparticipant at a price determined by the Committee, subject to restrictions on their sale or other transfer. The Committee determines\nthe restrictions applicable to restricted stock, including prohibitions against transfer and requirements to forfeit shares upon termination\nof employment.\n\n \n\n**Performance\nShares.**Performance shares consist of awards that are paid in shares of common stock, subject to the achievement of performance objectives\nfor the Company or one of its operating units by the end of a specified period. If the performance objectives are achieved, each participant\nwill be paid in shares of common stock or cash. If such objectives are not met, each grant of performance shares may provide for lesser\npayments in accordance with formulas established in the award.\n\n \n\n**Change\nin Control**\n\n \n\nUpon\na Change in Control, any stock option or restricted stock award granted to any participant under the 2023 Plan that would have become\nvested upon continued employment shall immediately vest in full and become exercisable. A “Change in Control” is generally\ndefined under the 2023 Plan to include: (i) the acquisition by any person or group of beneficial ownership of 33% or more of either the\noutstanding shares of common stock or the combined voting power of the Company’s outstanding voting securities; (ii) the incumbent\nboard ceasing to constitute at least a majority of the board; or (iii) approval by stockholders of a reorganization, merger, consolidation,\nliquidation, or sale of substantially all assets of the Company, unless the stockholders of the Company immediately prior to such transaction\ncontinue to hold more than 50% of the combined voting power of the surviving entity.\n\n \n\nIn\nthe event of an acquisition of the Company through the sale of substantially all of the Company’s assets or through a merger, exchange,\nreorganization, or liquidation, the Committee is authorized to take any action it deems equitable, including: (a) providing that all\noutstanding vested options be exchanged for stock, securities, or assets that would have been paid to participants if their options had\nbeen exercised immediately prior to the transaction; (b) providing that participants holding outstanding vested common stock-based incentives\nreceive cash, securities, or other property equal to the excess of fair market value over the exercise price; (c) continuing the Plan\nwith respect to incentives not cancelled and providing participants the right to earn their respective incentives with respect to the\nequity of the successor entity; or (d) declaring that all unvested or restricted incentives shall be void and terminated, or accelerating\nvesting.\n\n \n\n**Repricing**\n\n \n\nUnder\nthe 2023 Plan, other than in connection with a change in the Company’s capitalization, stock options and SARs may not be repriced\nwithout stockholder approval. This prohibition applies to both direct repricing (lowering the exercise price of an option or SAR) and\nindirect repricing (canceling an outstanding option or SAR and granting a replacement option or SAR with a lower exercise price, or exchanging\nan underwater option or SAR for cash or other awards).\n\n \n\n**Transferability**\n\n \n\nIncentive\nstock options may not be transferred or exercised by another person except by will or by the laws of descent and distribution and must\nbe exercisable during the individual’s lifetime only by the individual. Non-qualified stock options may, in the sole discretion\nof the Committee, be transferrable to permitted transferees, including the participant’s spouse, children, grandchildren, or parents\n(collectively, “Family Members”), to trusts for the benefit of Family Members, to partnerships or limited liability companies\nin which Family Members are the only partners or shareholders, or to entities exempt from federal income taxation pursuant to Section\n501(c)(3) of the Internal Revenue Code.\n\n \n\n38 \n\n \n\n** **\n\n**Amendment\nand Termination**\n\n \n\nThe\nboard of directors may amend or discontinue the 2023 Plan at any time; however, no such amendment or discontinuance shall adversely change\nor impair, without the consent of the recipient, an incentive previously granted. Further, no such amendment shall, without approval\nof the stockholders: (a) increase the maximum number of shares of common stock which may be issued under the Plan; (b) change or expand\nthe types of incentives that may be granted; (c) change the class of persons eligible to receive incentives; or (d) materially increase\nthe benefits accruing to participants. The 2023 Plan will remain in effect until all incentives granted have either been satisfied by\nthe issuance of shares or payment of cash or have been terminated, and all restrictions on shares issued under the Plan have lapsed.\nNo incentives may be granted after the tenth anniversary of the date stockholders approved the Plan.\n\n \n\n**Federal\nIncome Tax Consequences**\n\n \n\nThe\nfollowing is a general summary of the current U.S. federal income tax treatment of awards authorized to be granted under the 2023 Plan:\n\n \n\n**Incentive\nStock Options.**A participant will not recognize income on the grant or exercise of an incentive stock option. However, the difference\nbetween the exercise price and the fair market value of the common stock on the date of exercise is an adjustment item for purposes of\nthe alternative minimum tax. Generally, gain or loss from the sale or exchange of shares acquired on the exercise of an incentive stock\noption will be treated as capital gain or loss if certain holding period requirements are satisfied.\n\n \n\n**Non-Qualified\nStock Options and SARs.**A participant generally is not required to recognize income on the grant of a non-qualified stock option\nor SAR. Instead, ordinary income generally is required to be recognized on the date the option or SAR is exercised. The amount of ordinary\nincome is equal to the excess of the fair market value of the shares on the exercise date over the exercise price (in the case of options)\nor the amount of cash and/or fair market value of shares received (in the case of SARs).\n\n \n\n**Company\nDeduction.**The Company generally is not allowed a deduction in connection with the grant or exercise of an incentive stock option\n(unless a disqualifying disposition occurs). In the case of non-qualified stock options, SARs, restricted stock, and performance shares,\nthe Company will generally be allowed a deduction in an amount equal to the amount of ordinary income recognized by a participant, subject\nto certain income tax reporting requirements and the limitations of Section 162(m) of the Internal Revenue Code.\n\n \n\n**Plan\nBenefits**\n\n \n\nThe\nterms and number of stock options or other awards to be granted in the future under the 2023 Plan are to be determined in the discretion\nof the Committee. Since no determinations regarding specific future awards or grants have yet been made, the benefits or amounts that\nwill be received by or allocated to the Company’s executive officers, other eligible employees, non-employee directors, or consultants\nin the future cannot be determined at this time. As of the date of this prospectus, we have not issued any shares under the 2023 Plan.\n\n \n\n**Compensation\nPolicies and Practices as They Relate to Risk Management**\n\n \n\nWe\nbelieve that the design and objectives of our compensation policies and practices for our employees, including our executive officers,\ndo not encourage excessive or unnecessary risk-taking that is reasonably likely to have a material adverse effect on the Company. Our\ncompensation policies and practices are designed to attract, retain, and motivate qualified employees while aligning their interests\nwith those of our stockholders and the long-term success of our business.\n\n \n\nThe\nfollowing elements of our compensation programs are designed to reduce the likelihood of excessive risk-taking:\n\n \n\n**Balanced\nCompensation Structure.**Our compensation programs include a mix of fixed base salary and variable compensation components, including\nshort-term cash incentives and long-term equity awards. This balanced approach helps ensure that employees are not overly incentivized\nto pursue short-term results at the expense of long-term value creation.\n\n \n\n**Long-Term\nEquity Incentives.**A significant portion of our executive compensation is delivered through equity awards that vest over multi-year\nperiods. This design aligns the interests of our executives with those of our stockholders and encourages a focus on long-term Company\nperformance rather than short-term results. The use of time-based vesting and performance-based awards further discourages excessive\nrisk-taking by requiring sustained performance over time.\n\n \n\n**Board\nand Committee Oversight.**Our board of directors and compensation committee maintain oversight of our executive compensation programs\nand have the discretion to adjust awards as appropriate based on company performance, market conditions, and individual performance.\nThis oversight provides a check on potential risk-taking behavior.\n\n \n\n**Prohibition\non Hedging and Pledging.**Our insider trading policy prohibits our directors and executive officers from engaging in hedging transactions\nwith respect to the Company’s securities, including short sales, puts, calls, or other derivative transactions. This policy ensures\nthat our executives maintain meaningful stock ownership that aligns their interests with those of our stockholders.\n\n \n\n**Anti-Repricing\nProvisions.**The 2023 Plan prohibits the repricing of stock options and SARs without stockholder approval. This provision prevents\nthe Committee from reducing exercise prices to reward executives when the Company’s stock price declines, which helps ensure that\nexecutives remain focused on creating long-term stockholder value.\n\n \n\n**Regulatory\nCapital Considerations.**Given the nature of our business as a financial services company with regulated subsidiaries in multiple\njurisdictions, we are subject to regulatory capital requirements that impose constraints on our risk-taking activities. Our compensation\npractices are designed to complement these regulatory requirements and to encourage prudent risk management throughout the organization.\n\n \n\nBased\non the foregoing, we have concluded that our compensation policies and practices are not reasonably likely to have a material adverse\neffect on the Company.\n\n \n\nWe\nattempt to make our compensation programs discretionary, balanced, and focused on the long term. We believe the goals and objectives\nof our compensation programs reflect a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on\na single performance measure. Our approach to compensation practices and policies applicable to employees and consultants is consistent\nwith that followed for its executives. Based on these factors, we believe that our compensation policies and practices do not create\nrisks that are reasonably likely to have a material adverse effect on us.\n\n \n\n39"}