{"url_path":"/sec/payd/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-31","source_url":"https://www.sec.gov/Archives/edgar/data/1017655/0001437749-26-010730-index.html","accession_number":"0001437749-26-010730","cik":"0001017655","ticker":"PAYD","issuer_name":"PAID INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1017655/0001437749-26-010730-index.html","primary_entity_key":"0001017655","primary_entity_name":"PAID INC"},"word_count":1304,"has_tables":true,"body_markdown":"**Item 11. Executive Compensation**\n\n \n\nOn May 10, 2017, the Board of Directors appointed Laurie Bradley as the Chairman of the Compensation Committee. Ms. Bradley, along with the remaining Board of Directors, will be responsible for carrying out the Board responsibilities relating to executive compensation, employment agreements, executive succession and equity-based compensation programs and practices of the Company.\n\n \n\nOn March 29, 2021, the Company entered into an Employment Agreement and an Executive Non-Competition Agreement with W. Austin Lewis, IV, as CEO of the Company, with an effective date of January 4, 2021. The Employment Agreement is for a two-year term from the effective date with automatic one-year renewals subject to 12 months’ notice of termination by the Company. Mr. Lewis shall receive an annualized salary of $300,000 and may qualify for a bonus. Mr. Lewis also received 250,000 shares of Company’s common stock as a signing bonus, of which 125,000 shares may be repurchased at $1.91 per share in the event that Mr. Lewis terminates his employment prior to January 1, 2022.  In addition, other than termination “for cause”, Mr. Lewis qualifies for a one-year severance of his then current salary. By separate agreement dated March 29, 2021, Mr. Lewis is also bound by a non-competition restriction for a period of 12 months following termination. On March 21, 2023, the Board of Directors approved a renewal of Mr. Lewis’s employment agreement. The Amendment to the Employment Agreement is for a two-year term with automatic one-year renewals subject to 12 months’ notice of termination by the Company. Mr. Lewis shall receive an annualized salary of $321,000 and may qualify for a bonus. Mr. Lewis also received 250,000 shares of the Company’s common stock of which 125,000 shares may be repurchased at $0.01 per share if Mr. Lewis terminated his employment agreement prior to January 1, 2024. \n\n \n\nOn March 23, 2023, the Board of Directors approved the terms of an employment contract for David Scott, the Company’s COO. The Employment Agreement as executed is for a one-year term with automatic one-year renewals subject to 6 months’ notice of termination by the Company. Mr. Scott shall receive an annualized salary of $214,000 CAD and may qualify for a bonus. Mr. Scott also received $25,000 USD shares of the Company’s common stock which may be repurchased at $0.01 per share if Mr. Scott terminated his employment agreement prior to April 1, 2024. Mr. Scott has received merit increases for the years ending 2024 and 2025.\n\n \n\nOn May 15, 2025, the Company’s Board of Directors authorized the issuance of 250,000 bonus shares of PAID common stock to the CEO/CFO as a renewal bonus valued at $747,500. The issuance was based upon the $2.99 closing price of the Company’s stock on May 15, 2025.\n\n \n\n**Compensation to the Named Executive Officers**\n\n \n\nThe following table sets forth the compensation of the Company's chief executive officer, chief financial officer and the chief operating officer, and each officer whose total cash compensation exceeded $100,000, for the last two fiscal years ended December 31, 2025 and 2024.\n\n \n\n \n \n\n**Summary Compensation Table** **** **** ****\n\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n**Name and**\n\n**Principal Position**\n\n \n\n**Year**\n\n \n\n**Salary**\n\n \n \n\n**Bonus**\n\n \n \n\n**Option**\n\n**Awards ($)**\n\n \n \n\n**Total**\n\n \n\nW. Austin Lewis, IV (1)(2)(4)(6)(8)(10)(11) (CFO, CEO)\n\n \n\n2025\n\n \n$\n339,190\n \n \n$\n836,473\n \n \n$\n-\n \n \n$\n1,175,663\n \n\n \n \n\n2024\n\n \n$\n321,000\n \n \n$\n131,407\n \n \n$\n-\n \n \n$\n452,407\n \n\nDavid Scott (3)(5)(6)(7)(9)(12) (COO)\n\n \n\n2025\n\n \n$\n167,443\n \n \n$\n51,160\n \n \n$\n-\n \n \n$\n218,603\n \n\n \n \n\n2024\n\n \n$\n163,558\n \n \n$\n77,298\n \n \n$\n-\n \n \n$\n240,856\n \n\n \n\n \n\n1.\n\nMr. Lewis’s start date was July 31, 2012.\n\n \n\n21\n\n \n\n \n\n \n\n2.\n\nMr. Lewis’s salary was approved by the Board of Directors at $346,680.\n\n \n\n3.\n\nMr. Scott was promoted to Chief Operating Officer on May 1, 2020.\n\n \n\n4.\n\nMr. Lewis received 250,000 shares on March 29, 2023 valued at $1.75 per share.\n\n \n\n5.\n\nMr. Scott received 13,889 shares on April 10, 2023 valued at $1.80 per share.\n\n \n\n6.\n\nMr. Lewis’ bonus for 2023 includes $112,756 to be paid out in 2024 in cash and shares was approved by the Board of Directors on February 22, 2024. 36,373 shares were valued at $1.55 per share based on the close price of the Company’s common stock at February 21, 2024.\n\n \n\n7.\n\nMr. Scott’s bonus for 2023 includes $56,378 to be paid out in 2024 in cash and shares, which was approved by the Board of Directors on February 22, 2024. 9,093 shares were valued at $1.55 per share based on the close price of the Company’s common stock at February 21, 2024.\n\n \n\n8.\n\nMr. Lewis’s bonus for 2024 includes $139,136 to be paid out in 2025 in cash and shares, which was approved by the Board of Directors on March 07, 2024. 34,440 shares were valued at $3.03 per share based on the close price of the Company’s common stock at March 06, 2025.\n\n \n\n9.\n\nMr. Scott’s bonus for 2024 includes $77,298 to be paid out in 2025 in cash and shares, which was approved by the Board of Directors on March 07, 2024. 12,755 shares were valued at $3.03 per share based on the close price of the Company’s common stock at March 06, 2025.\n\n \n\n10.\n\nMr. Lewis received 250,000 shares on May 15, 2025 valued at $2.99 per share.\n\n \n\n11.\n\nMr. Lewis’s bonus for 2025 includes $88,973 to be paid out in 2026 in shares, which was approved by the Board of Directors on February 27, 2026. 37,072 shares were valued at $2.40 per share based on the close price of the Company’s common stock at February 26, 2026.\n\n \n\n12.\n\nMr. Scott’s bonus for 2025 includes $51,160 to be paid out in 2026 in cash and shares, which was approved by the Board of Directors on February 27, 2026. 5,329 shares were valued at $2.40 per share based on the close price of the Company’s common stock at February 26, 2026.\n\n \n\nThe following tables set forth certain information related to outstanding equity awards as of December 31, 2025 for our executive officers.\n\n \n\n \n\n \n**Option Awards**\n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n**Name**\n\n \n\n**Number of**\n\n**Securities**\n\n**Underlying**\n\n**Unexercised**\n\n**Options (#)**\n\n**Exercisable**\n\n \n \n\n**Number of**\n\n**Securities**\n\n**Underlying**\n\n**Unexercised**\n\n**Options (#)**\n\n**Unexercisable**\n\n \n \n\n**Equity Incentive**\n\n**Plan Awards:**\n\n**Number of**\n\n**Securities**\n\n**Underlying**\n\n**Unexercised**\n\n**Unearned**\n\n**Options (#)**\n\n \n \n\n**Option**\n\n**Exercise**\n\n**Price ($)**\n\n \n\n**Option**\n\n**Expiration**\n\n**Date**\n\nDavid Scott\n\n \n7,000\n \n \n \n-\n \n \n \n-\n \n \n$\n4.10\n \n\n03/23/2028\n\n \n \n3,000\n \n \n \n-\n \n \n \n-\n \n \n$\n3.50\n \n\n10/01/2028\n\n \n \n15,000\n \n \n \n-\n \n \n \n-\n \n \n$\n2.92\n \n\n02/13/2029\n\n \n \n15,000\n \n \n \n-\n \n \n \n-\n \n \n$\n3.00\n \n\n08/13/2029\n\n \n \n40,000\n \n \n \n-\n \n \n \n-\n \n \n$\n2.89\n \n\n11/10/2030\n\n \n\nOn August 13, 2020, the Board of Directors approved cash compensation to board members equal to $4,000, payable in equal installments quarterly, plus an additional $6,000 for each chairperson payable in equal installments quarterly. There were no options granted to executives in 2022. On March 23, 2023 the Board of Directors approved stock option awards of 15,000 shares for board members and an additional 20,000 shares for committee chairmen. These awards take into consideration the absence of option issuance in 2021 and 2022. Options were granted at an exercise price of $1.75 per share and vested immediately. The Company recorded $104,550 of share-based compensation with relation to the options granted to the Board. On February 22, 2024 the Board of Directors approved stock option awards of 5,000 shares for board members and an additional 5,000 shares for committee chairmen. Options were granted at an exercise price of $1.55 per share and vested immediately. On May 15, 2025 the Board of Directors approved stock option awards of 5,000 for board members and an additional 10,000 shares for committee chairmen. The Company recorded $126,500 of share-based compensation with relation to the options granted to the Board.\n\n \n\n22\n\n \n\n \n\nThe following table provides compensation information for the one-year period ended December 31, 2025 for the non-employee members of our Board of Directors.\n\n \n\n \n \n\n**Director Compensation in 2025**\n\n \n\n**Name**\n\n \n\n**Fees earned**\n\n**or paid in**\n\n**cash**\n\n \n \n\n**Option**\n\n**Awards ($)**\n\n \n \n\n**Total**\n\n \n\nAndrew Pilaro\n\n \n$\n10,000\n \n \n$\n74,750\n \n \n$\n84,750\n \n\nLaurie Bradley\n\n \n$\n10,000\n \n \n$\n74,750\n \n \n$\n84,750\n \n\nDavid Ogden\n\n \n$\n4,000\n \n \n$\n14,950\n \n \n$\n18,950"}