DEF 14A of Smith Midland Corp, Jun 2, 2026

DEF 14A of Smith Midland Corp

Filed Jun 2, 2026 · FY20250001654954-26-005625

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Five Directors, constituting the entire Board of Directors, are to be elected at the Annual Meeting. Each Director of the Company is elected at the Company’s Annual Meeting of Stockholders and serves until his or her successor is elected and qualified. Vacancies and newly created directorships resulting from any increase in the number of authorized Directors may be filled by a majority vote of Directors then remaining in office. Officers are elected by and serve at the discretion of the Board of Directors. Shares represented by all proxies received by the Board of Directors and not so marked as to withhold authority to vote for an individual Director will be voted (unless one or more nominees are unable or unwilling to serve) for the election of the nominees named below. The Board of Directors knows of no reason why any such nominee should be unwilling to serve, but if such should be the case, proxies will be voted for the election of some other person or for fixing the number of Directors at a lesser number.

  2. Background

    Background The following is a brief summary of the background of each nominee for Director of the Company: Ashley B. Smith. Chairman of the Board of Directors, Chief Executive Officer, and President. Ashley B. Smith has served as Chairman of the Board of Directors since 2023, Chief Executive Officer of the Company since 2018, President of the Company since 2012, and as a Director since 1994. Mr. Smith was Vice President of the Company from 1990 to 2011. He is a past Chairman of the National Precast Concrete Association. Mr. Smith serves on the Board of Trustees of Bridgewater College in Bridgewater, Virginia. Mr. Smith holds a Bachelor of Science degree in Business Administration from Bridgewater College. The Company believes that Mr. Smith’s education, experience in the precast concrete industry and business experience gives him the qualifications and skills necessary to serve in the capacity as a director of the Company. James Russell Bruner. Director. Mr. Bruner has served as a member of the Board of Directors of the Company since 2018. Mr. Bruner has served as Chairman of Maersk Line, Limited (“Maersk Line”) from 2016 to May 2026 and was President and Chief Executive Officer of Maersk Line from 2014 to 2017. Maersk Line owns and operates a fleet of container and tanker ships that are under the flag of the United States. These ships support military, government and humanitarian missions through the transportation of United States government cargo on an international basis. Maersk Line operates as a subsidiary of A.P. Moller-Maersk A/S, an integrated transport and logistics company headquartered in Copenhagen, Denmark. Mr. Bruner attended Bridgewater College in Virginia. He is a graduate of the University of Michigan Executive Program and Harvard Business School’s Advanced Management Program. The Company believes that Mr. Bruner’s current and past business-related experience provides him with the knowledge and skills necessary to serve in the capacity as a director of the Company. Matthew I. Smith. Director, Vice President of Sales & Marketing, and President of Concrete Safety Systems. Mr. Smith has served as a member of the Board of Directors of the Company since 2023. Mr. Smith is the Vice President of Sales & Marketing of the Company and the President of Concrete Safety Systems, the barrier rental division of Smith-Midland. He has served in these roles since 2008 and 2015, respectively. Prior to his appointment as a member of the Board of Directors, Mr. Smith served as an Advisor to the Board. He is active in the local community, serving as a member of the Board of Directors for Leadership Fauquier and as a Fauquier County Planning Commissioner. Mr. Smith is a past president and current board member of the Precast Concrete Association of Virginia. He has a bachelor’s degree in Business Administration from Bridgewater College. The Company believes that Mr. Smith’s education, experience in the precast concrete industry and business experience gives him the qualifications and skills necessary to serve in the capacity as a director of the Company. Read Van de Water. Director. Ms. Van de Water has served as a member of the Board of Directors of the Company since 2023. She has served as Senior Vice President of External Affairs of Safran USA since 2011. Safran USA is an international high-technology aerospace, defense, and space company. Ms. Van de Water served as Chairman of the Board for the National Mediation Board from 2005 to 2009 and was a board member from 2003 to 2009. Ms. Van de Water served as the Assistant Secretary for Aviation & International Affairs for the U.S. Department of Transportation from 2001 to 2003 and as Legislative Counsel of International Trade and Health Care for The Business Roundtable from 1997 to 2001. Ms. Van de Water received her J.D. from The Georgetown University Law Center. She is also a graduate of Elliot School of International Affairs at George Washington University, and The University of the South: Sewanee. The Company believes that Ms. Van de Water’s current and past business and government-related experience provides her with the knowledge and skills necessary to serve in the capacity as a director of the Company. Richard Gerhardt. Director. Mr. Gerhardt has served as a member of the Board of Directors of the Company since 2016. He is currently President of Sales Services International, Inc., a consulting firm, and previously served as Chief Sales Officer for IMEX Global Solutions, Inc., a logistics company, from 2019 to April 2024, and Corporate Development Officer of Palladin Consulting, LLC, a software services company, from May 2024 to December 2025, and is serving as a Fauquier County, Virginia Supervisor for the Cedar Run Magisterial District since 2016. From 2003 to 2014, Mr. Gerhardt served in an escalating succession of positions for three global shipping and logistic companies: DHL Global Mail, ESI Global Logistic and MSI Worldwide. His eight years as President, Chief Operating Officer, and shareholder of MSI Worldwide culminated in its acquisition by Belgian Post. Mr. Gerhardt holds a Bachelor of Arts in Business Administration with a minor in Economics from Washington College in Chestertown, Maryland. The Company believes that Mr. Gerhardt’s current and past business-related experience provides him with the knowledge and skills necessary to serve in the capacity as a director of the Company.

  3. GENERAL INFORMATION RELATING TO THE BOARD OF DIRECTORS AND OFFICERS

    GENERAL INFORMATION RELATING TO THE BOARD OF DIRECTORS AND OFFICERS

  4. Compensation Committee

    | • | approving the corporate goals and objectives applicable to the compensation for the Chief Executive Officer, evaluating at least annually the Chief Executive Officer’s performance in light of those goals and objectives and determining and approving the Chief Executive Officer’s compensation level based on this evaluation; | | • | reviewing and approving other executive officers’ annual base salaries and annual incentive opportunities, as well as those of such other high-level managerial employees as determined by the Compensation Committee (after considering the recommendation of our Chief Executive Officer with respect to the form and amount of compensation for executive officers and other covered high-level managerial employees other than the Chief Executive Officer); | | • | evaluating the level and form of compensation for Board of Directors and committee service by non-employee members of our Board and recommending changes when appropriate; | | • | advising the Board on compensation and benefits matters, including making recommendations and decisions where authority has been granted regarding our equity-based compensation plans and benefit plans generally, including employee bonus and retirement plans and programs; | | • | approving the amount of and vesting of equity awards; | | • | evaluating the need for, and provisions of, any employment contracts/severance arrangements for the Chief Executive Officer and other executive officers; and | | • | reviewing and discussing with management our disclosure relating to executive compensation proposed by management to be included in our proxy statement and recommending that such disclosures be included in our annual report on Form 10-K and proxy statement. |

  5. Director Compensation

    Director Compensation In 2025, each non-employee member of the Board of Directors received annual cash compensation of $40,000 for service during the year. In February 2025, non-employee directors also received a one-time cash payment of $15,000 in lieu of annual 2024 equity compensation that had not been granted and issued in 2024. In December 2025, annual 2025 equity compensation with a grant date value of $15,000 for each non-employee director was authorized and subsequently issued in January 2026. In 2026, each non-employee director is expected to receive annual compensation consisting of $44,000 in cash and equity awards with a grant date value of $16,500. The Company does not pay any additional compensation to directors who are members of management or are employed by the Company, but the Company reimburses all directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings or otherwise in their capacity as directors. Fiscal 2025 Director Compensation

  6. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total ($) | | Ashley B. Smith (1) | — | — | — | — | — | — | — | | James Russell Bruner | 55,000 | 15,003 | — | — | — | — | 70,003 | | Matthew I. Smith (2) | — | — | — | — | — | — | — | | Read Van de Water | 55,000 | 15,003 | — | — | — | — | 70,003 | | Richard Gerhardt | 55,000 | 15,003 | — | — | — | — | 70,003 |

  7. Director Compensation

    | (1) All compensation for Mr. A. Smith is reported in Item 11. Compensation of Executive Officers. | | (2) Mr. M. Smith is employed by the Company. No additional compensation paid related to his position as a director. |

  8. PROPOSAL TO ADOPT THE SMITH-MIDLAND CORPORATION 2026 EQUITY INCENTIVE PLAN

    PROPOSAL TO ADOPT THE SMITH-MIDLAND CORPORATION 2026 EQUITY INCENTIVE PLAN

  9. Summary of the 2016 Equity Incentive Plan

    Summary of the 2016 Equity Incentive Plan General. The 2026 Equity Incentive Plan authorizes us to provide equity-based compensation in the form of (i) Restricted Stock Awards, (ii) Restricted Stock Unit Awards (“RSUs”), (iii) Other Share-Based Awards; and (iv) Performance Awards, including Performance Shares and Performance Cash (collectively called “Awards”). The 2026 Equity Incentive Plan does not authorize the grant of stock options. Number of Shares Authorized. The number of shares of Common Stock of the Company available for award under the 2026 Equity Incentive Plan is 400,000 shares. Upon stockholder approval of the 2026 Equity Incentive Plan, no further awards shall be made under the Company’s 2016 Equity Incentive Plan (the “2016 Equity Plan”) and the 2016 Equity Plan shall remain in effect only so long as awards made thereunder shall remain outstanding. If any Award is forfeited, expires, lapses or otherwise terminates without the issuance of shares of Common Stock subject to such Award, such shares will again be available for future grant. In addition, any shares under the 2026 Equity Incentive Plan that are used to satisfy award obligations under the plan of another entity that is acquired by the Company will not count against the remaining number of shares available. Finally, if there is any change in our corporate capitalization, the Committee may cancel and make substitutions of Awards or may adjust the number of shares available for award under the 2026 Equity Incentive Plan or the number and kind of shares covered by Awards then outstanding under the 2026 Equity Incentive Plan. Administration. The Compensation Committee (or any subcommittee thereof formed by the Compensation Committee) or the full Board during such times as no committee is appointed by the Board of Directors or during such times as the Board of Directors is acting in lieu of the Compensation Committee (the “Committee”) will administer the 2026 Equity Incentive Plan. Subject to the other provisions of the 2026 Equity Incentive Plan, the Committee has the authority to:

  10. Summary of the 2016 Equity Incentive Plan

    | • | interpret the 2026 Equity Incentive Plan; | | • | establish and amend rules and regulations relating to the 2026 Equity Incentive Plan; | | • | select the participants and determine the type of Awards to be made to participants, the number of shares subject to Awards and the terms, conditions, restrictions and limitations of Awards; and | | • | make all other determinations it deems necessary or advisable for the administration of the 2026 Equity Incentive Plan. |

  11. Summary of the 2016 Equity Incentive Plan

    To the extent not inconsistent with applicable law or the rules of any or any national securities exchange on which the Company’s Common Stock is then traded, the Committee may delegate to (i) a committee of one or more directors any authority of the Committee under the 2026 Equity Incentive Plan and (ii) one or more executive officers or a committee of executive officers the right to grant Awards to employees who are not directors or executive officers of the Company. Eligibility. The 2026 Equity Incentive Plan provides that Awards may be granted to employees, directors and consultants of the Company and its subsidiaries. Each Award granted under the 2026 Equity Incentive Plan will be evidenced by a written award agreement between the participant and the Company (except where an Award vests upon grant), which will describe the Award and state the terms and conditions to which the Award is subject. The principal terms and conditions of each particular type of Award are described below.

  12. The Awards Authorized Under the 2026 Equity Incentive Plan

    The Awards Authorized Under the 2026 Equity Incentive Plan

  13. Restricted Stock and Restricted Stock Unit Awards

    Restricted Stock and Restricted Stock Unit Awards An Award of Restricted Stock is a grant to the recipient of ownership of a specified number of shares of Common Stock which are subject to restrictions that lapse separately or in combination at such time or times as the Committee, in its discretion, determines. Each grant of Restricted Stock will specify the length of the restriction period, if any, and will include restrictions on transfer to third parties during the restriction period. Unless otherwise provided in the award agreement, the participant shall become a stockholder of the Company, with voting, dividend and other stockholder rights, with respect to the restricted stock awarded as of the date of grant. Restricted Stock Units represent the right of the grantee of the RSU to receive from the Company a payment upon or after vesting of the RSU equal to the per share value of the Common Stock as of the date of grant, vesting date or other date determined by the Committee at the date of grant of the RSU. At the discretion of the Committee, RSUs may be settled by delivery of cash or shares, or a combination thereof, as determined by the Committee. RSUs may entitle the participant to receive credits for dividend equivalents, but not voting or other rights as a stockholder.

  14. Performance Awards

    Performance Awards Awards of Performance Shares and Performance Cash may be made under the 2026 Equity Incentive Plan. A Performance Share is a grant of a unit with a value equal to a designated number of shares of Common Stock. Performance Cash mean any cash incentives paid to the participant. A grant of Performance Shares or Performance Cash will vest and become payable to the participant upon the achievement during a specified performance period of performance objectives established by the Committee. Performance objectives may be established on a company-wide basis; with respect to one or more subsidiaries, business units, divisions, department or functions; and in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies. Performance objectives, the number of units to which they pertain and the time and manner of payment of the Award, shall be specified in the Award Agreement. The Committee may also condition the grant and vesting of a Restricted Stock Award, RSUs or an Other Share-Based Award on the achievement of performance objectives as described above.

  15. General Provisions

    General Provisions Vesting. Each grant of Performance Shares and Performance Cash will specify the performance objectives that must be achieved in order for payment to be made. Each grant of Restricted Stock or Restricted Stock Units shall specify the duration of any restriction period and any other conditions under which the Restricted Stock or Restricted Stock Unit would be forfeitable to the Company, including any applicable performance goals. Each grant may provide for the early termination of a restriction or deferral period in the event of a Change in Control or similar transaction or event. Dividends/Ownership Rights. Unless otherwise provided by the Committee, an Award of Restricted Stock entitles the participant to dividend, voting and other ownership rights during the restriction period. Notwithstanding the foregoing, any dividends paid with respect to the Restricted Stock shall be subject to the same restrictions that apply to the underlying Award during the restriction period, unless otherwise provided by the Committee. A participant receiving a Restricted Stock Unit Award will not possess any rights of a stockholder with respect to such Award. Transferability of Awards. In general, during a participant’s lifetime, his or her Awards shall be exercisable only by the participant and shall not be transferable other than by will or laws of descent and distribution. However, the Committee in its sole discretion may provide for limited transfers of Awards, to certain family members, trusts for the benefit of certain family members, or as charitable donations. Termination of Employment or Consulting Services. The Committee may take actions which it believes equitable under the circumstances or in the best interest of the Company with respect to Awards that are not fully vested in the event of termination of employment by reason of death, disability, voluntary or involuntary termination of employment, or other termination or a leave of absence that is approved by the Committee, or in the event of hardship or other special circumstances that are approved by the Committee. Award Deferrals and Dividend Equivalents. An Award Agreement may provide for the deferral of the payment of any Award. The recipient of any Award, may be entitled to receive, on a deferred basis, amounts of cash, stock or other property dividends on shares of Common Stock underlying the Award. Any dividends or dividend equivalents provided with respect to Performance Awards or Restricted Stock, RSUs or other Share-Based Awards that are subject to the attainment of performance goals will be subject to the same restrictions and risk of forfeiture as the underlying Awards.

  16. Change in Control

    Change in Control Unless otherwise provided in the participant’s Award Agreement, in the event of a Change in Control in which the successor company assumes or replaces a Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and continues the Award), if a participant’s employment with such successor company (or a subsidiary thereof) terminates for any reason other than Cause (as defined in an Award Agreement) within 24 months following a Change in Control (or such other period set forth in the Award Agreement): (i) restrictions, limitations and other conditions on Restricted Stock and RSUs shall lapse and the Restricted Stock and RSUs shall become free of all restrictions, limitations and conditions and become fully vested, (ii) all Performance Awards shall be considered to be earned and payable (pro rata, based on the portion of the performance period completed as of the date of the Change in Control), and any other restriction shall lapse and such Performance Awards shall be immediately settled or distributed, and (iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards shall lapse, and such Other Share-Based Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant. An Award shall be considered assumed or replaced if following the Change in Control the assumed or replacement award confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Change in Control, the consideration received in the transaction constituting a Change in Control by holders of the Company’s shares of Common Stock for each share held on the effective date of such transaction. Unless otherwise provided in an Award Agreement, in the event of any Change in Control of the Company, to the extent the successor company does not assume or replace an Award (or in which the Company is the ultimate parent corporation and does not continue the Award): (i) restrictions, limitations and other conditions applicable to Restricted Stock and RSUs that are not assumed or replaced shall lapse and the Restricted Stock and RSUs shall become free of all restrictions, limitations and conditions and become fully vested, (ii) all Performance Awards shall be considered to be earned and payable (pro rata, based on the portion of the performance period completed as of the date of the Change in Control), and any other restriction shall lapse and such Performance Awards shall be immediately settled or distributed, and (iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards shall lapse, and such Other Share-Based Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant. A “Change in Control” is defined in the 2026 Equity Incentive Plan as occurrence of any of the following events: (a) (i) sale of all or substantially all of the assets of the Company to any person or entity or group of persons or entities; (ii) any person or entity or group of persons or entities is or shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting stock of the Company then outstanding or (iii) a merger or consolidation pursuant to which any person or entity or group of persons or entities becomes the “beneficial owner” (as defined in clause (ii) above) of more than 50% of the voting stock of the Company or the surviving or resulting entity immediately following the consummation of such transaction; or (b) consummation of a complete liquidation or dissolution of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because 50% or more of the Company’s voting stock is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any subsidiary or (ii) any entity which, immediately prior to such acquisition, is owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of stock of the Company immediately prior to such acquisition.

  17. Effective Date, Amendments, and Termination of the 2026 Equity Incentive Plan

    Effective Date, Amendments, and Termination of the 2026 Equity Incentive Plan The 2026 Equity Incentive Plan will be effective as of the date of approval by the Company’s stockholders. The 2026 Equity Incentive Plan terminates automatically on the tenth anniversary of the date of approval by the Company’s stockholders.

  18. Restricted Stock

    Restricted Stock A participant that receives a restricted stock award under the 2026 Equity Incentive Plan normally will not be required to recognize income for federal income tax purposes at the time of grant, nor is the Company entitled to any deduction, to the extent that the Common Stock awarded has not vested (i.e., is no longer subject to a substantial risk of forfeiture). When any part of a restricted stock award vests, the participant will realize compensation taxable as ordinary income in an amount equal to the fair market value of the vested Common Stock on the vesting date (less the amount, if any, paid for the stock). The participant may, however, make an election, referred to as a Section 83(b) election, within 30 days following the grant of the restricted share award, to be taxed at the time of the grant of the award based on the fair market value of the Common Stock on the grant date. A participant who makes a Section 83(b) election will recognize ordinary taxable income on the grant date equal to the fair market value of the shares as if the shares were unrestricted. If the shares subject to such election are subsequently forfeited, the recipient will not be entitled to any deduction, refund or loss for tax purposes with respect to the forfeited shares. If a Section 83(b) election has not been made, any dividends received with respect to the restricted share award prior to the lapse of the restrictions will be treated as additional compensation that is taxable as ordinary income to the participant. The Company will be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income. Upon the sale of the vested Common Stock, the participant will realize short-term or long-term capital gain or loss depending on the holding period. The holding period generally begins when the restriction period expires. If the recipient timely made a Section 83(b) election, the holding period commences on the date of the grant.

  19. Restricted Stock Units

    Restricted Stock Units A participant generally will not be subject to tax upon the grant of an RSU Award. Upon the delivery of shares or cash pursuant to a RSU Award, the participant generally will recognize ordinary compensation income equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives. Such income will be subject to income tax withholdings. Subject to applicable limitations, the Company generally will be entitled to a corresponding tax deduction.

  20. Performance Cash and Performance Shares

    Performance Cash and Performance Shares A participant generally realizes no taxable income and the Company is not entitled to a deduction when Performance Cash or Performance Shares are awarded, and the Company generally will not be entitled to a deduction at that time. When the Performance Cash and Performance Shares vest and become payable upon the achievement of the performance objectives, the participant generally will realize ordinary income equal to the fair market value of the shares received minus any amount paid for the shares, and, subject to applicable limitations and regulations, the Company will be entitled to a corresponding deduction. A participant’s tax basis in shares of Common Stock received upon payment will be equal to the fair market value of such shares when the participant receives them. Upon sale of the shares, the participant will realize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year at the time of sale. Such gain or loss will be equal to the difference between the amount realized upon the sale of the shares and the tax basis of the shares in the participant’s hands.

  21. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table sets forth information as of December 31, 2025 regarding the Company’s equity compensation plans:

  22. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1) | | Equity compensation plans approved by security holders | — | — | — | | Equity compensation plans not approved by security holders | — | — | 89,061 | | Total | — | — | 89,061 |

  23. EQUITY COMPENSATION PLAN INFORMATION

    (1) The Company’s 2016 Equity Incentive Plan (the “2016 Equity Plan”) has a balance of 89,061 shares of stock unissued and available for award at December 31, 2025. On October 13, 2016, the Company’s Board of Directors adopted the 2016 Equity Plan. Employees, directors and consultants of the Company are eligible to participate in the 2016 Equity Plan. The Equity Plan is administered by the Compensation Committee of the Board of Directors or the full Board during such times as no committee is appointed by the Board or during such times as the Board is acting in lieu of the committee (the “Committee”). The 2016 Equity Plan provides for the grant of equity-based compensation in the form of restricted stock, restricted stock units, performance shares, performance cash and other share-based awards. The Committee has the authority to determine the type of award, as well as the amount, terms and conditions of each award, under the 2016 Equity Plan subject to the limitations and other provisions of the 2016 Equity Plan. An aggregate of 400,000 shares of Common Stock were authorized for issuance under the 2016 Equity Plan, subject to adjustment for stock splits, dividends, distributions, recapitalizations and other similar transactions or events, of which amount 89,061 remains available for issuance at December 31, 2025. If any shares subject to an award are forfeited, expire, or otherwise terminate without issuance of such shares, such shares shall, to the extent of such forfeiture, expiration, or termination, again be available for issuance under the Equity Plan. In response to Item 402(x)(1) of Regulation S-K, the Company does not currently have any program, plan or obligation that requires it to grant equity awards on specific dates. The Compensation Committee does not have a practice or policy of granting equity awards in anticipation of the disclosure of material non-public information and the Company does not time the disclosure of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits the Company’s named executive officers.

  24. Summary Compensation Table

    Summary Compensation Table

  25. Summary Compensation Table

    | | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Ashley B. Smith | 2025 | $479,148 | $135,769 | - | $13,363 | $628,280 | | Chief Executive Officer and President (3) | 2024 | $377,344 | $82,915 | - | $13,234 | $473,493 | | Dominic L. Hunter | 2025 | $187,465 | $— | - | $0 | $187,465 | | Chief Financial Officer, Secretary, and Treasurer (4) | | | | | | | | Stephanie Poe | 2024 | $107,298 | $20,910 | - | $5,103 | $133,311 | | Former Chief Financial Officer, Secretary, and Treasurer (5)(6) | | | | | | |

  26. Summary Compensation Table

    (1) Represents salaries paid in 2025 and 2024 for services provided by each named executive officer serving in the capacity listed. (2) Represents amounts paid for annual performance-based bonus related to operations for the prior year and in part for the current year. (3) “All Other Compensation” includes Company matching contributions to the 401(k) plan in the amounts of $13,363 and $13,234 for the years 2025 and 2024, respectively. (4) Mr. Hunter was hired effective April 17, 2025. (5) “All Other Compensation” includes Company matching contributions to the 401(k) plan in the amount of $5,103 for the year 2024. (6) Ms. Poe resigned on July 17, 2024.

  27. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information for the named executive officers regarding any common share purchase options, stock awards or equity incentive plan awards that were outstanding as of December 31, 2025.

  28. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested | | Ashley B. Smith | — | — | — | — | — | — | — | — | | Dominic L. Hunter | — | — | — | — | — | — | — | — | | TOTAL | — | — | | | — | — | — | — |

  29. Outstanding Equity Awards at Fiscal Year-End

    Employment Contracts and Termination of Employment and Change in Control Arrangements. The Company has entered into an employment agreement (the “Employment Agreement”), dated as of November 11, 2020, with Ashley B. Smith pursuant to which Mr. Smith serves as the Chief Executive Officer and President of the Company. The Employment Agreement was initially for a term of three years commencing on November 11, 2020 (the “Effective Date”) through and including November 10, 2023 (the “Employment Period”). Commencing on the first anniversary of the Effective Date, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 180 days prior to the Renewal Date the Company shall give notice to Mr. Smith, or Mr. Smith shall give notice to the Company, that the Employment Period shall not be so extended. The Employment Agreement provided for an initial base salary (“Base Salary”) of $300,000 per year, with an increase of no less than 3% per annum, based on advice provided by a compensation consultant in 2019. Mr. Smith’s Base Salary shall be reviewed annually by the Compensation Committee of the Board of Directors (the “Compensation Committee”) pursuant to its normal performance review policies for senior executives and may be increased but not decreased. Mr. Smith is also entitled to receive an annual bonus incentive payment (the “Incentive Bonus Payment”) as determined by the Compensation Committee in its discretion and, if applicable, in accordance with the terms of any applicable incentive plan of the Company and subject to the achievement of any performance goals established by the Compensation Committee with respect to such fiscal year. Mr. Smith shall also be eligible to participate in long term cash and equity incentive plans and programs applicable to senior officers of the Company. The Employment Agreement further provides that if Mr. Smith is terminated by the Company without Cause or leaves the Company with Good Reason (generally, for material diminution in Mr. Smith’s Base Salary, target Incentive Bonus Payment, or position, authority, duties or responsibilities, relocation of Mr. Smith’s principal place of business to a location more than 30 miles from Mr. Smith’s principal place of business or material breach by the Company of the Employment Agreement), Mr. Smith shall be paid his Base Salary pro-rated through the date of termination, any Incentive Bonus Payment earned for a prior award period but not yet paid, any accrued vacation or paid time off to the extent not paid and unreimbursed business expenses (collectively, the “Accrued Obligations”) and any other amounts or benefits required to be paid or provided or which Mr. Smith is eligible to receive through the date of termination (the “Other Benefits”). In the event such termination occurs within two years following a change of control, Mr. Smith shall also be entitled to a lump sum payment equal to the product of (a) 2.99 multiplied by (b) the sum of Mr. Smith’s Base Salary in effect prior to such termination and the Target Incentive Bonus Payment for the year of termination of employment (or, if higher, or if no Target Incentive Bonus Payment has been established for such year, the Incentive Bonus Payment for the year prior to the date of termination). In the event such termination does not occur within two years following a change of control, Mr. Smith shall be entitled to receive an aggregate amount, payable in equal monthly cash payments over a period of 24 months, equal to the product of (a) 2.0 multiplied by (b) the sum of Mr. Smith’s Base Salary in effect prior to such termination and the Target Incentive Bonus Payment for the year of termination of employment (or, if higher, or if no Target Incentive Bonus Payment has been established for such year, the Incentive Bonus Payment for the year prior to the date of termination). The Company shall also continue to provide Mr. Smith and his dependents with health and other insurance coverage for 24 months following such termination. If Mr. Smith’s employment is terminated for Cause, because Mr. Smith voluntarily resigns without Good Reason or due to the death of Mr. Smith, Mr. Smith, or his estate, as applicable, shall be paid the Accrued Obligations and the Other Benefits. If Mr. Smith’s employment is terminated due to disability, Mr. Smith shall be paid his Base Salary in equal monthly payments for one year commencing on the date of termination, the Target Incentive Bonus Payment for the year of termination of employment (or, if no Target Incentive Bonus Payment has been established for such year, the Incentive Bonus Payment for the year prior to the date of termination), the Accrued Obligations and the Other Benefits. Mr. Smith is also subject to non-competition and non-solicitation restrictions during the Employment Period and for a period of two years thereafter. The Company has an agreement with its former Chief Executive Officer and former Chairman of the Board, Rodney I. Smith. Mr. Smith ceased providing services as Chief Executive Officer in May 2018. The agreement provides for an annual royalty fee of $99,000 payable as consideration for his assignment to the Company of all of Mr. Smith’s rights, title and interest in certain patents. Payment of the royalty continues for as long as the Company is using the inventions underlying the patents. Mr. Smith is currently being compensated with respect to royalty payments in accordance with the agreement.

  30. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our sole Non-PEO named executive officer (“NEO”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  31. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2)(3) | Summary Compensation Table Total for Sole Non-PEO NEO (1) | Compensation Actually Paid to Sole Non-PEO NEO (1)(2)(3) | Value of Initial Fixed $100 Investment Based on TSR (4) | Net Income | | 2025 | $628,280 | $628,280 | $187,465 | $187,465 | $177 | $12,506,000 | | 2024 | $473,493 | $433,833 | $133,311 | $133,311 | $217 | $7,675,000 | | 2023 | $365,191 | $665,971 | $163,582 | $163,507 | $193 | $795,000 |

  32. Pay Versus Performance

    (1) The PEO for fiscal years 2025, 2024, and 2023 was Ashley B. Smith. The sole non-PEO NEO for fiscal year 2025 was Dominic L. Hunter, the Company’s current Chief Financial Officer, and for the fiscal years 2024 and 2023 was Stephanie Poe, the Company’s former Chief Financial Officer for such years. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnotes 3 and 4 below. Equity values are calculated in accordance with FASB ASC Topic 718. (3) To calculate the amounts of Compensation Actually Paid to the PEO and Non-PEO in each of 2025, 2024 and 2023, the following adjustments were made to the PEO’s and Non-PEO NEO’s Summary Compensation Table Total for each respective year:

  33. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | | Elements Subtracted/Added to Calculate Compensation Actually Paid | PEO | Non-PEO NEO | PEO | Non-PEO NEO | PEO | Non-PEO NEO | | Summary Compensation Table Total | $628,280 | $187,465 | $473,493 | $133,311 | $365,191 | $163,582 | | Plus fair value of equity compensation granted in the covered fiscal year outstanding and unvested at the end of the current fiscal year and valued at the end of the current fiscal year | — | — | — | — | — | — | | (Minus) Fair value of equity compensation granted in the covered fiscal year outstanding and unvested at the end of the covered fiscal year shown in the Summary Compensation Table | — | — | — | — | — | — | | Change in fair value from the end of the prior fiscal year of equity compensation outstanding and unvested at the end of the current fiscal year for equity awards granted in prior fiscal years | — | — | — | — | 301,530 | — | | Plus fair value as of the vesting date of equity compensation granted and vested in the covered fiscal year | — | — | — | — | — | — | | Change in fair value from the end of the prior fiscal year to the vesting date of any equity compensation granted in prior fiscal years and vested in the covered fiscal year | — | — | (39,660) | — | (750) | (75) | | (Minus) fair value of equity forfeited in the current fiscal year | — | — | — | — | — | — | | Compensation Actually Paid | $628,280 | $187,465 | $433,833 | $133,311 | $665,971 | $163,507 |

  34. Pay Versus Performance

    (4) Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on December 31, 2022 and ending December 31, 2023, 2024, and 2025 respectively, calculated in accordance with Item 201(e) of Regulation S-K.

  35. Relationship Between Compensation Actually Paid and Total Shareholder Return

    Relationship Between Compensation Actually Paid and Total Shareholder Return TSR increased from $193 at December 31, 2023 to $217 at December 31, 2024 before declining to $177 at December 31, 2025. During the same period, Compensation Actually Paid (“CAP”) to our PEO was $665,971 in 2023, $433,833 in 2024, and $628,280 in 2025, while CAP to our Non-PEO NEO was $163,507 in 2023, $133,311 in 2024, and $187,465 in 2025. The Company’s stock price, and therefore TSR, may be influenced by a variety of factors, including overall market conditions, industry trends, investor sentiment, macroeconomic developments, and expectations regarding future performance. As a result, changes in Compensation Actually Paid (“CAP”) and TSR may differ in magnitude or timing from year to year and the increases or decreases in each may not necessarily correlate. For fiscal 2024 and 2023, fluctuations in CAP for our PEO were significantly affected by changes in the Company’s stock price, due to our PEO realizing a large increase in stock value during 2023 with a small decrease in stock value in 2024. CAP for our PEO in fiscal 2025 was not similarly impacted by stock price because no stock compensation was granted or vested during such year. For fiscal 2025 compared to 2024, fluctuations in CAP for our PEO were significantly affected by higher cash performance-based bonus related to operations in the prior and current years. The Company’s CAP for our Non-PEO NEO was significantly driven by the transition from the Company’s former Non-PEO NEO, who concluded working for the Company in July 2024 resulting in the decrease in CAP from 2023 to 2024, to the Company’s current Non-PEO NEO, who began working for the Company in April 2025 resulting in the increase in CAP from 2024 to 2025.

  36. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income Net income increased substantially during the periods presented, from $795,000 in 2023 to $7.675 million in 2024 and $12.506 million in 2025. During the same period, CAP to our PEO was $665,971 in 2023, $433,833 in 2024, and $628,280 in 2025, while CAP to our Non-PEO NEO was $163,507 in 2023, $133,311 in 2024, and $187,465 in 2025. As reflected in the Pay Versus Performance Table, changes in CAP were not directly proportional to changes in net income. Although net income is an important measure of the Company’s financial performance, CAP does not necessarily move in correlation with net income. Because CAP includes the year-end and vesting-date fair values of equity awards, changes in the Company’s stock price can significantly affect CAP from year to year. As a result, CAP may increase or decrease even during periods when net income moves in a different direction. Despite our increase in net income from 2023 to 2024, CAP decreased during such period for both our PEO and Non-PEO NEO. This decrease for the PEO was due in part to the PEO realizing a large increase in stock value during 2023 with a small decrease in stock value in 2024 as noted above. Taking only the cash portion of the PEO’s CAP into account, compensation did, in fact, increase for each of the years presented in the Pay Versus Performance Table, albeit at a much lesser proportion than the increase in Net Income during such periods. The increase in CAP for the PEO in 2025 was influenced by performance-based bonus related to operations in the prior and current years. As noted above, the changes in CAP for the Non-PEO NEO were significantly driven by the Company’s 2023 and 2024 Non-PEO NEO no longer being employed by the Company beginning in July 2024, and the 2025 Non-PEO NEO beginning working for the Company in April 2025.