PED DEF 14A

Pedevco Corp (PED)

DEF 14A 2026-07-15 For: 2026-07-09

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Added on July 15, 2026

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☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	1.	To consider and vote upon a proposal to elect six directors to the Board of Directors, each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal, as named in, and set forth in greater detail in this proxy statement.

	2.	To consider and vote upon a proposal to ratify the appointment of Weaver and Tidwell, L.L.P., as our independent auditors for the fiscal year ending December 31, 2026.

	3.	To consider a non-binding advisory vote on compensation of our named executive officers.

	4.	To consider a non-binding advisory vote on the frequency of the advisory vote on compensation of our named executive officers.

	5.	To consider and vote upon a proposal to adopt the Third Amendment to the PEDEVCO Corp. 2021 Equity Incentive Plan.

	6.	To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

GENERAL INFORMATION		1

Information Contained in This Proxy Statement		1
Important Notice Regarding the Availability of Proxy Materials		1
Meeting Time and Location		1
Reason for Holding a Virtual Meeting		2
Instructions For The Virtual Annual Meeting		2
Technical Difficulties or Trouble Accessing the Virtual Meeting Website		2
Record Date and Shares Entitled to Vote		2
Voting Process		3
Revocability of Proxies		3
Meeting Time and Location: Virtual Annual Meeting		3
Conduct at the Meeting		4
Quorum		4
Votes Required to Approve Each Proposal		4
Broker Non-Votes and Abstentions		5
Board of Directors Voting Recommendations		6
Mailing Costs and Solicitation of Proxies		6
Inspector of Voting		7
Stockholders Entitled to Vote at the Meeting		7
Voting Instructions		7
Confidential Voting		7
Stockholder of Record and Shares Held in Brokerage Accounts		7
Multiple Stockholders Sharing the Same Address		7
Voting Results		8
Company Mailing Address		8

NOTE ABOUT FORWARD-LOOKING STATEMENTS		8

INFORMATION REFERENCED IN THIS PROXY STATEMENT		8

REVERSE STOCK SPLIT		9

INCORPORATION BY REFERENCE		9

REFERENCES TO ADDITIONAL INFORMATION		9

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS		9

Security Ownership of Management and Certain Beneficial Owners		10
Shareholder Agreement		13
Changes in Control		15

CORPORATE GOVERNANCE		15

Board of Directors Leadership Structure		15
Risk Oversight		16
Family Relationships		16
Other Directorships		16
Arrangements Between Officers and Directors		16
Involvement in Certain Legal Proceedings		17
Meetings of the Board of Directors and Annual Meetings		17
Committees of the Board of Directors		17
*Audit Committee*		18
*Compensation Committee*		18
*Compensation Committee Interlocks and Insider Participation*		19
*Nominating and Corporate Governance Committee*		19
Outside Advisors and Consultants		20

Controlled Company Status		20
Stockholder Communications with the Board of Directors		20
Executive Sessions of the Board of Directors		21
Director Independence		21
Juniper Director Committee Membership		21
Website Availability of Documents		22
Pledging of Shares		22
Insider Trading/Anti-Hedging Policies		23
Policy on Timing of Award Grants		23
Rule 10b5-1 Trading Plans		23
Policy on Equity Ownership		23
Compensation Recovery and Clawback Policies		23
Code of Ethics		25
Report of Audit Committee		25

AUDIT COMMITTEE REPORT		26

EXECUTIVE OFFICERS		27

Information About Our Executive Officers		27
Business Experience		27

EXECUTIVE COMPENSATION		29

Summary Compensation Table		29
Outstanding Equity Awards at Year Ended December 31, 2025		31
Issuances of Equity Compensation to Executive Officers, Directors and Greater than 5% Stockholders		32
Compensation of Directors		35
Securities Authorized for Issuance Under Equity Compensation Plans		36
Pay Versus Performance		37
Relationship Between “Compensation Actually Paid” and Performance		39
Compensation Actually Paid and Net Income (Loss)		40
Compensation Actually Paid and Cumulative TSR		41
Equity Compensation Plan Information		41
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”)		43
Executive Employment Agreements and Offer Letters		43
Prior Employment Agreements and Offer Letters		43
*New Employment Agreements*		45
*New Offer Letters*		46
2025 Bonuses		46

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		47

Related Party Transactions and Agreements		47
Related Party Provisions of Governing Documents		49
Review, Approval and Ratification of Related Party Transactions		50

DELINQUENT SECTION 16(A) REPORTS		51

PROPOSAL 1 – ELECTION OF DIRECTORS		51

General		51
Nominees for Appointment to the Board of Directors		53
Director Qualifications		56
Vote Required		56

PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF AUDITORS		57

General		57
Change in Independent Registered Public Accounting Firm		57
Audit Fees		58
Pre-Approval Policies		58
Vote Required		59

PROPOSAL 3 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION		59

General		59
Vote Required		60

PROPOSAL 4 – NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING ADVISORY VOTES ON EXECUTIVE COMPENSATION		61

General		61
Vote Required		61

PROPOSAL 5 – AMENDMENT TO PEDEVCO 2021 EQUITY INCENTIVE PLAN		62

General		62
Background and Purpose of the Amended Plan		63
Current Overview of Outstanding Equity Information		63
Summary of the Material Terms of the Amended Plan		63
Securities Issued and Granted Under 2021 Plan		69
Vote Required		70

ADDITIONAL INFORMATION AND MATTERS		70

Stockholder Proposals for 2027 Annual Meeting of Stockholders and 2027 Proxy Materials		70
Proxy Statement Proposals		71
Other Proposals and Nominations		71
Where You Can Find More Information		72
Stockholder Advisory Votes		72
Important Notice Regarding Delivery of Stockholder Documents		72
Availability of Annual Report on Form 10-K		72
Other Matters		72
Interest of Certain Persons in or Opposition to Matters to Be Acted Upon:		73
Company Contact Information		73

	·	At the meeting. You may vote your shares at the virtual annual meeting. Instructions regarding how to vote will be provided when you log into the meeting website.

	·	Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the notice.

	·	By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the proxy card.

	·	By Fax. If you request printed copies of the proxy materials by mail, you may vote by proxy by faxing your proxy to the number found on the proxy card.

	·	By Mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

	·	submitting a written revocation prior to the annual meeting to the Corporate Secretary, PEDEVCO Corp., 575 N. Dairy Ashford, Suite 210, Houston, Texas 77079;

	·	submitting another signed and later dated proxy card and returning it by mail in time to be received before our annual meeting or by submitting a later dated proxy by the Internet or telephone prior to the annual meeting; or

	·	attending our annual meeting and voting at the meeting through the web portal.

	·	vote online via the annual meeting portal; and

	·	submit questions or comments to the Company’s officers during the annual meeting via the online portal. Information on how to submit questions will be provided at the time of the meeting once stockholders login.

	·	“FOR” election of all six director nominees to the Board of Directors, each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal (proposal 1).

	·	“FOR” ratification of the appointment of Weaver and Tidwell, L.L.P., as our independent auditors for the fiscal year ending December 31, 2026 (proposal 2).

	·	“FOR” the approval of the non-binding advisory resolution approving the Company’s executive compensation (proposal 3).

	·	“1 YEAR” for the proposal regarding a non-binding advisory vote on the frequency of the advisory vote on executive compensation (proposal 4).

	·	“FOR” the approval of the Third Amendment to the PEDEVCO Corp. 2021 Equity Incentive Plan (proposal 5).

	Common Stock
	Number of Common Stock Shares Beneficially Owned (1)		Percent of Common Stock (1)
Named Executive Officers and Directors
Edward Geiser (2)		6,861,564		51.6	%
J. Douglas Schick (3)		192,714		1.4	%
Clark R. Moore (4)		54,571		*
Reagan Tuck (R.T.) Dukes (5)		56,695		*
Robert “Bobby” Long (6)		46,308		*
Jody D. Crook (7)		36,917		*
John K. Howie (8)		10,356		*
Martyn Willsher (9)		25,727		*
Kristel Franklin (10)		5,727		*
Josh Schmidt		-		*
Dr. Simon G. Kukes (11)♦		4,396,720		33.1	%
Paul A. Pinkston (12) ♦		25,660		*
All Executive Officers and Directors as a group (10 persons)		7,290,579		54.9	%

Greater than 5% Stockholders
None.

(1)	Ownership voting percentages are based on 13,290,902 total shares of common stock which were outstanding as of June 30, 2026.

(2)	Consisting of (a) 9,815 shares of PEDEVCO common stock received by Mr. Schmidt on or about November 13, 2025 and subsequently transferred as described below, which vested/vest at the rate of (i) 25% of the shares on January 31, 2026 (vested), (ii) 25% on April 30, 2026 (vested), (iii) 25% on July 31, 2026, and (iv) 25% on October 31, 2026, subject to Mr. Schmidt’s continued service on the Board of Directors of PEDEVCO on such vesting dates; (b) 9,872 shares of PEDEVCO common stock received by Mr. Geiser on or about February 27, 2026 and subsequently transferred as described below, which vested/vest at the rate of (i) 25% of the shares on May 27, 2026 (vested), (ii) 25% on August 27, 2026, (iii) 25% on November 27, 2026, and (iv) 25% on February 27, 2027, subject to Mr. Geiser’s continued service on the Board of Directors on such vesting dates; and (c) 6,841,877 shares of fully-vested PEDEVCO common stock. Immediately upon receipt by Messrs. Schmidt and Geiser, the shares were transferred in various amounts to Juniper Capital II PED Holdings, LLC, which is wholly owned by Juniper Capital II, L.P. (“Fund II”); Juniper Capital III PED Holdings, LLC, which is wholly owned by Juniper Capital III, L.P. (“Fund III”); NPR Partners PED Holdings, LLC, which is wholly owned by Juniper NPR Partners, L.P. (“NPR Partners”); North Peak Partners PED Holdings, LLC, which is wholly owned by Juniper North Peak Partners, L.P. (“North Peak Partners”); and J PED, LLC, which is wholly owned by Juniper Capital IV, L.P. (“Fund IV”), since each of Mr. Schmidt and Mr. Geiser is a designated director of an affiliate of the above referenced funds. The general partner of Fund II and NPR Partners has shared voting and dispositive power with respect to 1,726,107 shares of PEDEVCO Common Stock; the general partner of Fund III has shared voting and dispositive power with respect to 3,140,969 shares of PEDEVCO Common Stock; the general partner of North Peak Partners has shared voting and dispositive power with respect to 303,272 shares of PEDEVCO Common Stock; and the general partner of Fund IV has shared voting and dispositive power with respect to 1,691,216 shares of PEDEVCO Common Stock. Mr. Geiser, as the indirect, sole owner of the general partner of each of Fund II, Fund III, NPR Partners, North Peak Partners, and Fund IV, has shared voting and dispositive power with respect to the 6,861,564 shares of the PEDEVCO Common Stock collectively held for the benefit of Fund II, Fund III, NPR Partners, North Peak Partners and Fund IV. Mr. Geiser disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Mr. Geiser, as control person of the Juniper Shareholder (defined below), also has certain board nomination rights pursuant to the Shareholder Agreement (discussed below). The address of each of Fund II, Fund III, NPR Partners, North Peak Partners and Fund IV is 2727 Allen Parkway, Suite 1850, Houston, Texas 77019.

(3)	Consisting of the following: (a) 44,570 shares of fully-vested PEDEVCO common stock held by Mr. Schick; (b) 75,417 unvested shares of PEDEVCO common stock held by Mr. Schick, 8,750 of which vest on January 26, 2027, 8,333 of which vest on November 23, 2026, 8,334 of which vest on November 23, 2027, 16,666 of which vest on October 31, 2026, 16,667 of which vest on each of October 31, 2027 and October 31, 2028, in each case provided that Mr. Schick remains employed by us, or is a consultant to us, on such vesting dates; (c) 50,000 unvested shares of PEDEVCO common stock held by Mr. Schick which vest if the 30-day average closing price of the PEDEVCO common stock equals or exceeds $18.00 (as adjusted for stock splits) within four years after October 31, 2025, with the earliest possible vesting date being 30 days after October 31, 2026, and subject to the following further vesting provisions: (i) if the price trigger is met between 1 year and 30 days and two years after October 31, 2025, one-third of the shares vest immediately and the rest vest on the second and third anniversaries of October 31, 2025; (ii) if the price trigger is met between years 2 and 3 after October 31, 2025, two-thirds of the shares vest immediately and one-third vests on the third anniversary of October 31, 2025; and (iii) if the price trigger is met after the third anniversary of October 31, 2025, all shares will vest immediately, and in each case provided that Mr. Schick remains employed by us, or is a consultant to us, on such vesting dates. If the price trigger is not met by the fourth anniversary of October 31, 2025, all 50,000 shares subject to the price trigger will be forfeited; and (d) 22,727 shares of fully-vested PEDEVCO common stock held by American Resources, Inc., an entity owned and controlled by Mr. Schick, and which shares may be deemed to be beneficially owned by Mr. Schick. Mr. Schick has voting control over his unvested shares of PEDEVCO common stock.

(4)	Consisting of the following: (a) 10,261 shares of fully-vested PEDEVCO common stock held by Mr. Moore; (b) 143 fully-vested shares of PEDEVCO common stock held by Mr. Moore’s minor child, which he is deemed to beneficially own; and (c) 44,167 unvested shares of PEDEVCO common stock held by Mr. Moore, 7,500 of which vest on January 26, 2027, 5,833 of which vest on November 23, 2026 and 5,834 of which vest on November 23, 2027, 8,333 of which vest on each of October 31, 2026 and October 31, 2027, and 8,334 of which vest on October 31, 2028, in each case provided that Mr. Moore remains employed by us, or is a consultant to us, on such vesting dates. Mr. Moore has voting control over his unvested shares of PEDEVCO common stock.

(6)	Consisting of 46,308 shares of fully-vested PEDEVCO common stock held by Mr. Long.

(7)	Consisting of the following: (a) 7,446 shares of fully-vested PEDEVCO common stock held by Mr. Crook; (b) 25,971 unvested shares of PEDEVCO common stock, 1,167 of which vest on January 26, 2027, 4,902 of which vest on November 23, 2026, 4,902 of which vest on November 23, 2027, and 5,000 of which vest on each of October 31, 2026, October 31, 2027, and October 31, 2028, in each case provided that Mr. Crook remains employed by us, or is a consultant to us, on such vesting dates; (c) fully-vested options to purchase 3,500 shares of PEDEVCO common stock at an exercise price of $21.80 per share. Mr. Crook has voting control over his unvested shares of PEDEVCO common stock.

(8)	Consisting of 10,356 shares of fully-vested PEDEVCO common stock held by Mr. Howie.

(9)	Consisting of the following: (a) 21,431 fully-vested shares of PEDEVCO common stock held by Mr. Willsher; and (b) 4,296 unvested shares of PEDEVCO common stock held by Mr. Willsher which vested/vest with respect to 1,432 shares on each of April 30, 2026 (vested), July 31, 2026, and October 31, 2026, subject to Mr. Willsher remaining a director or employee of, or consultant to, the Company on such vesting dates. Mr. Willsher has voting control over his unvested shares of PEDEVCO common stock.

(10)	Consisting of the following: (a) 1,431 fully-vested shares of PEDEVCO common stock held by Ms. Franklin; and (b) 4,296 unvested shares of PEDEVCO common stock held by Ms. Franklin which vested/vest with respect to 1,432 shares on each of April 30, 2026 (vested), July 31, 2026, and October 31, 2026, subject to Ms. Franklin remaining a director or employee of, or consultant to, the Company on such vesting dates. Ms. Franklin has voting control over her unvested shares of PEDEVCO common stock.

(11)	Consisting of: (a) 406,097 shares held by Dr. Simon G. Kukes; (b) 3,990,473 shares of PEDEVCO common stock held by The SGK 2018 Revocable Trust; and (c) 150 shares of PEDEVCO common stock held by the spouse of Dr. Kukes. The SGK 2018 Revocable Trust is a family trust of which Dr. Kukes is the trustee and beneficiary, and as such, Dr. Kukes is deemed to be the beneficial owner of the shares held by The SGK 2018 Revocable Trust.

(12)	Consisting of 25,660 shares of fully-vested PEDEVCO common stock held by Mr. Pinkston.

	(i)	three Directors nominated by the Juniper Shareholder (each, a “Juniper Director” and together, the “Juniper Directors”), which must include at least one independent director;

	(ii)	two Directors, as nominated by the Nominating and Corporate Governance Committee (the “Governance Committee”), which must include at least one independent director; and

	(iii)	one independent director mutually agreed in writing by the Juniper Shareholder and the Governance Committee.

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Independent
Josh Schmidt ♦⁽¹⁾		C
J. Douglas Schick
Edward Geiser ♦			C
John K. Howie	M	M	M	x
Martyn Willsher ♦	C		M	x
Kristel Franklin	M	M		x

	·	Guide the Compensation Committee’s decision making with respect to executive compensation matters in light of the Company’s business strategy, pay philosophy, prevailing market practices, shareholder interests and relevant regulatory mandates;
	·	Review and provide advice on the total shareholder return (TSR) of a performance peer group;
	·	Advise on incentive plan design for both annual and long-term incentive awards; and
	·	Advise on structuring of executive officer employment agreements and new hire employment compensation packages.

Name	Age	Position

J. Douglas Schick	51	President and Chief Executive Officer and Director (1)
Reagan Tuck (R.T.) Dukes	42	Chief Operating Officer (2)
Robert “Bobby” Long	49	Chief Financial Officer (3)
Clark R. Moore	53	Executive Vice President, General Counsel and Secretary
Jody D. Crook	50	Chief Commercial Officer (4)

	(1)	Appointed as President, Chief Executive Officer and Director effective January 1, 2025; previously solely President through December 31, 2024. Has served as a member of the Board of Directors since January 2025.
	(2)	Appointed Chief Operating Officer effective October 31, 2025.
	(3)	Appointed Chief Financial Officer effective October 31, 2025.
	(4)	Appointed Chief Commercial Officer effective January 1, 2025.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)**		Stock Awards ($)			All Other Compensation ($)			Total ($)
J. Douglas Schick	2025		350,000		130,000		1,518,800	(1)		18,800	(2)		2,017,600
President and Chief Executive Officer#	2024		303,297		120,000		350,438	(3)		13,979	(2)		788,714

Dr. Simon G. Kukes*	2024		-		-		367,125	(4)		-			367,125
Former Chief Executive Officer

Clark R. Moore	2025		294,000		120,000		598,900	(5)		7,935	(2)		1,020,835
Executive Vice President, General Counsel and Secretary	2024		292,833		110,000		300,375	(6)		18,307	(2)		721,515

Paul A. Pinkston	2025		168,000		50,000		161,500	(7)		13,080	(2)		392,580
Former Chief Accounting Officer	2024		167,333		35,000		166,875	(8)		12,140	(2)		381,348

Jody D. Crook	2025		280,000		100,000		430,840	(9)		20,750	(3)		831,590
Chief Commercial Officer

(1)	Consists of the value of 25,000 shares of restricted common stock granted in January 2025 at $17.00 per share and 50,000 shares of restricted common stock granted in November 2025 at $12.06 per share, and consists of the value of 50,000 shares of restricted common stock granted in November 2025 at a value of $491,000 which is based on the performance of the Company’s stock price over a four-year vesting window.
(2)	Consists of Company matching contributions of up to 6% of the applicable officer's salary into the Company's sponsored 401(k) plan, subject to IRS and plan limits.
(3)	Consists of the value of 26,250 shares of restricted common stock granted in January 2024 at $13.35 per share.
(4)	Consists of the value of 27,500 shares of restricted common stock granted in January 2024 at $13.35 per share.
(5)	Consists of the value of 17,500 shares of restricted common stock granted in January 2025 at $17.00 per share and 25,000 shares of restricted common stock granted in November 2025 at $12.06 per share.
(6)	Consists of the value of 22,500 shares of restricted common stock granted in January 2024 at $13.35 per share.
(7)	Consists of the value of 9,500 shares of restricted common stock granted in January 2025 at $17.00 per share.
(8)	Consists of the value of 12,500 shares of restricted common stock granted in January 2024 at $13.35 per share.
(9)	Consists of the value of 14,705 shares of restricted common stock granted in January 2025 at $17.00 per share and 15,000 shares of restricted common stock granted in November 2025 at $12.06 per share.

	Option Awards								Stock Awards⁽⁶⁾
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option Exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#)(7)			Market value of shares or units of stock that have not vested ($)(8)
J. Douglas Schick		-		-		-		-		5,833	(1)	$	65,334
		-		-		-		-		17,500	(2)	$	196,000
		-		-		-		-		16,666	(3)	$	186,667
		-		-		-		-		50,000	(4)	$	560,000
		-		-		-		-		50,000	(5)	$	560,000

Clark R. Moore		-		-		-		-		5,000	(1)	$	56,000
		-		-		-		-		15,000	(2)	$	168,000
		-		-		-		-		11,666	(3)	$	130,667
		-		-		-		-		25,000	(4)	$	280,000

Paul A. Pinkston		-		-		-		-		3,333	(1)	$	37,334
		-		-		-		-		8,333	(2)	$	93,334
		-		-		-		-		6,333	(3)	$	70,934

Jody D. Crook		3,500		-		21.80	1/23/2028			2,333	(2)	$	26,134
		-		-		-		-		9,803	(3)	$	109,804
		-		-		-		-		15,000	(4)	$	168,000

(1)	Stock award vested on January 23, 2026, and was subject to the holder remaining an employee of or consultant to the Company on such vesting dates.
(2)	Stock award vests 50% on January 26, 2026 (vested), and January 26, 2027, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.
(3)	Stock award vests 50% on November 23, 2026, and November 23, 2027, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.
(4)	Stock award vests 33.3% on October 31, 2026, 33.3% on October 31, 2027, and 33.4% on October 31, 2028, subject to the holder remaining an employee of or consultant to the Company on such vesting dates.
(5)	The 50,000 shares vest only if the Company’s 30-day average stock price reaches at least $18.00 within four years, with no vesting allowed before one year and 30 days after the price trigger. Depending on when the price target is met, between one-third and all shares vest immediately, and if the target is not achieved by year four, all shares are forfeited.
(6)	There were no unearned shares, units or other rights that have not vested as of December 31, 2025.
(7)	Share amounts have retroactively been adjusted to reflect the 1:20 reverse stock split effective on March 13, 2026.
(8)	Calculated by multiplying the closing market price of the Company’s common stock at the end of the last completed fiscal year (December 31, 2025 and $11.20 per share) by the number of shares of stock.
	Separated from the Company and stepped down as Chief Accounting Officer effective June 23, 2026.

	(A)	9,500 shares to Mr. Paul Pinkston, the Company’s former Chief Accounting Officer, which shares vest at the rate of (i) 1/3 of such shares on the ten (10) month anniversary of the January 23, 2025 grant date (the “Grant Date”); (ii) 1/3 on the twenty-second (22^nd) month anniversary of the Grant Date; and (iii) 1/3 on the thirty-fourth (34^th) month anniversary of the Grant Date (collectively, the “Vesting Terms”), subject to Mr. Pinkston’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Pinkston;

	(B)	17,500 shares to Dr. Simon G. Kukes, the then Chairman of the Company, all of which were originally subject to the Vesting Terms, subject to Dr. Kukes’ continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Dr. Kukes;

	(C)	25,000 shares to Mr. J. Douglas Schick, the President and Chief Executive Officer of the Company, all of which are subject to the Vesting Terms, subject to Mr. Schick’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Schick;

	(D)	17,500 shares to Mr. Clark R. Moore, the Executive Vice President, General Counsel and Secretary of the Company, all of which are subject to the Vesting Terms, subject to Mr. Moore’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Moore; and

	(E)	14,705 shares to Mr. Jody Crook, the Chief Commercial Officer of the Company, all of which are subject to the Vesting Terms, subject to Mr. Crook’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Crook.

	(a)	If the Price Trigger is achieved between one year and 30 days and the second anniversary of the closing, one-third of the shares shall vest immediately upon satisfaction of the Price Trigger, with the remaining two-thirds vesting in equal installments on the second and third anniversaries of the grant date.

	(b)	If the Price Trigger is achieved between the second and third anniversaries of the closing, two-thirds of the shares shall vest immediately upon satisfaction of the Price Trigger, and the remaining one-third shall vest on the third anniversary of the closing.

	(c)	If the Price Trigger is achieved after the third anniversary of the closing and prior to the fourth anniversary of the closing, all shares subject to the Price Trigger shall vest immediately upon achievement.

Name	Fees Earned or Paid in Cash ($)*		Stock Awards ($) (1) (2)		All Other Compensation ($)		Total ($)
Dr. Simon G. Kukes (3)	$	-	$	116,000	$	-	$	109,500
John J. Scelfo (3)	$	-	$	116,000	$	-	$	109,500
H. Douglas Evans (3)	$	-	$	81,200	$	-	$	81,200
John K. Howie (4)	$	-	$	92,475	$	-	$	92,475
Kristel Franklin (4)	$	-	$	70,000	$	-	$	70,000
Martyn Willsher (4)	$	-	$	70,000	$	-	$	70,000
Josh Schmidt (4)	$	-	$	120,000	$	-	$	120,000

(1)	Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718. For additional information on the valuation assumptions with respect to the restricted stock grants, refer to “Part II” - “Item 8. Financial Statements and Supplementary Data” - “Note 15 – Share-Based Compensation” of the 2025 annual report. These amounts do not correspond to the actual value that will be recognized by the named individuals from these awards. As of December 31, 2025, the following outstanding and unvested shares of restricted stock were held by each of the above non-executive directors: John K. Howie – 7,500 shares; Kristel Franklin – 5,727 shares; and Martyn Willsher – 5,727 shares.

(2)	Dr. Kukes, our former CEO and Chairman of the Company's Board of Directors, received grants of 17,500 and 10,000 shares of restricted stock on January 23, 2025 and August 28, 2025, with an aggregate grant date fair value of $297,500 and $116,000, respectively, which vested in full on October 31, 2025 upon his resignation from the Board of Directors. There were an additional 25,000 previously unvested shares that vested in full upon Dr. Kukes’ resignation. Mr. Scelfo and Mr. Evans received grants of 10,000 and 7,000 shares of restricted stock, respectively, on August 28, 2025, with an aggregate grant date fair value of $116,000 and $81,200, respectively, which fully vested on October 31, 2025 upon their resignation from the Board of Directors. Mr. Howie received a grant of 7,500 shares of restricted stock on July 7, 2025 with an aggregate grant date fair value of $92,475, which will vest in full on July 7, 2026, subject to Mr. Howie’s continued service on the Board of Directors. Ms. Franklin and Mr. Willsher each received grants of 5,727 shares of restricted stock, respectively, with an aggregate grant date fair value of $70,000 each, and Mr. Schmidt received grants of 9,815 shares of restricted stock on November 13, 2025, with an aggregate grant date fair value of $120,000, all of which will vest at 25% over a four-year period on each anniversary date of the vesting commencement date, subject to such person’s continued service on the Board of Directors. For the year ending December 31, 2025, there was a compensation expense of $594,000 recognized by the Company related to these grants and accelerated vesting.

(3)	Resigned from the Board of Directors, effective October 31, 2025.

(4)	Appointed to the Board of Directors, effective October 31, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (A)		Weighted-average exercise price of outstanding options, warrants and rights (B)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) (C)
Equity compensation plans approved by stockholders (1)		104,200	$	20.09		256,071	(2)
Equity compensation plans not approved by stockholders		-				-
Total		104,200	$	20.09		256,071

Year	Summary Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid to PEO⁽²⁾		Average Summary Compensation Table Total for Non-PEO NEOs ⁽³⁾		Average Compensation Actually Paid to Non-PEO NEOs⁽⁴⁾		Value of Initial Fixed $100 Investment Based on Total shareholder Return (“TSR”)⁽⁵⁾		Net income (in thousands)⁽⁶⁾
(a)	(b)		(c)		(d)		(e)		(f)		(g)
2025	$	2,017,600	$	1,021,992	$	748,335	$	676,617	$	50.90	$	(10,362)
2024	$	367,125	$	383,733	$	630,526	$	645,353	$	70.73	$	12,293
2023	$	436,000	$	181,000	$	646,236	$	468,069	$	70.01	$	1,699

Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards (A)		Equity Award Adjustments (B)		Compensation Actually Paid to PEO
2025	$	2,017,600	$	(1,518,000)	$	522,392	$	1,021,992
2024	$	367,125	$	(367,125)	$	383,733	$	383,733
2023	$	436,000	$	(436,000)	$	181,000	$	181,000

Year	Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Year		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years		Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments
2025	$	746,667	$	(174,900)	$	—	$	(49,375)	$	—	$	—	$	522,392
2024	$	427,900	$	3,200	$	—	$	(47,367)	$	—	$	—	$	383,733
2023	$	308,000	$	(121,000)	$	—	$	(6,000)	$	—	$	—	$	181,000

Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs		Average Reported Value of Equity Awards		Average Equity Award Adjustments ^(a)		Average Compensation Actually Paid to Non-PEO NEOs
2025	$	748,335	$	(397,080)	$	325,362	$	676,617
2024	$	630,526	$	(272,563)	$	287,390	$	645,353
2023	$	646,236	$	(308,833)	$	130,666	$	468,069

Year	Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years		Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Average Equity Award Adjustments
2025	$	439,801	$	(86,431)	$	—	$	(28,008)	$	—	$	—	$	325,362
2024	$	317,683	$	2,222	$	—	$	(32,515)	$	—	$	—	$	287,390
2023	$	218,167	$	(82,133)	$	—	$	(5,368)	$	—	$	—	$	130,666

	(i)	three Directors nominated by the Juniper Shareholder (each, a Juniper Director and together, the Juniper Directors), which must include at least one independent director;

	(ii)	two Directors, as nominated by the Governance Committee, which must include at least one independent director; and

	2025		2024
Audit Fees (1)*	$	257	$	236
Audit-Related Fees (2)		155		-
Tax Fees (3)		40		53
All Other Fees (4)		102		72
Total	$	554	$	361

	2025
Audit Fees (1)	$	282
Audit-Related Fees (2)		-
Tax Fees (3)		-
All Other Fees (4)		-
Total	$	282