UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On August 1, 2025, the Board of Directors (the “Board”) of Flux Power Holdings, Inc. (the “Company”) promoted Mr. Jeffrey C. Mason, previously the Vice President and Operations, to the position of Chief Operating Officer effective immediately. Mr. Mason will continue to strategically lead operations to ensure quality and efficiency in supply chain, logistics and manufacturing for the Company. Mr. Mason will continue to receive his existing annual salary of $300,000 in connection with his services as the Vice President of Operations.
(e)
Salary Increases
On August 1, 2025, pursuant to the recommendation of the Compensation Committee (the “Compensation Committee”), the Board approved the following salary increase to the following executive officer, effective for the fiscal year 2026 (“FY2026”):
| Name | Position | Current Base Salary | Salary for FY2026 | |||||||
| Kevin S. Royal | Chief Financial Officer | $ | 336,600 | $ | 346,698 | |||||
FY2026 Bonuses Under the Annual Bonus Plan
As previously disclosed, the Board of Directors (the “Board”) of Flux Power Holdings, Inc. (the “Company”) previously approved an amended and restated annual cash bonus plan (the “Annual Bonus Plan”) which allows the Compensation Committee of the Board (the “Compensation Committee”) and/or the Board of the Company to set the amount of bonus each fiscal year and the performance criteria. All of the Company’s executive officers are eligible to participate in the Annual Bonus Plan.
On August 1, 2025, pursuant to the recommendation of the Compensation Committee, the Board approved the bonus pool and performance criteria (the “2026 Bonus”) for the Annual Bonus Plan for the fiscal year ending 2026 (“FY2026”). For FY2026, the performance goals applicable to a bonus are based on the Company achieving certain targets based on the Company’s full year revenue and net income, subject to the Company achieving a positive EBITDA (earnings before interest, taxes, depreciation and amortization) for FY2026 (the “Financial Targets”), in addition to a discretionary bonus based on certain individual key performance indicators (KPIs) (the “2026 Performance Matrix”).
The Compensation Committee approved the target cash bonuses under the 2026 Bonus based on the base salary for FY2026 for the following executive officers:
| Name | Position | Base Salary | Bonus Percentage of Base Salary | Total Target Payout | Maximum Payout(1) | |||||||||||||
| Krishna Vanka | Chief Executive Officer | $ | 400,000 | 100 | % | $ | 400,000 | $ | 600,000 | |||||||||
| Kevin S. Royal | Chief Financial Officer | $ | 346,698 | 60 | % | $ | 208,019 | $ | 277,705 | |||||||||
| Jeffrey Mason | Chief Operating Officer | $ | 300,000 | 50 | % | $ | 150,000 | $ | 200,250 | |||||||||
| (1) | Full maximum payout assuming targets reached as set forth in the 2026 Performance Matrix. |
Grant of Stock Options
In addition, on August 1, 2026 (the “Grant Date”), pursuant to the recommendation of the Compensation Committee, the Board approved the grant of stock options (the “Options”) under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to certain employees of the Company or its subsidiary, Flux Power, Inc. The Options are subject to the terms and conditions provided in the form of the Incentive Stock Option Agreement under the 2021 Plan (the “Option Agreement”). The Options have an exercise price of $1.88, which is based on the Company’s 10-day volume weighted average price for the ten (10) trading days ending on the Grant Date, and will expire ten (10) years from the Grant Date.
The following executive officers of the Company were granted Options under the 2021 Plan in such number and vesting schedule set forth as follows:
| Name | Position | Options(1) | Vesting Schedule | |||||
| Kevin S. Royal | Chief Financial Officer | 84,150 | Annually over 3 years from Grant Date | |||||
| Jeffrey Mason | Chief Operating Officer | 56,100 | Annually over 3 years from Grant Date | |||||
| (1) | Subject to $100,000 ISO limitation under the 2021 Plan |
Grant of Restricted Stock Units to the Chief Executive Officer
In addition, on August 1, 2026 (the “Grant Date”), pursuant to the recommendation of the Compensation Committee, the Board approved grants of time-based restricted stock units (“RSUs”) and performance-based RSUs to Mr. Krishna Vanka, the Company’s Chief Executive Officer. The respective grants of the time-based RSUs and performance-based RSUs are subject to the terms and conditions provided in (i) the form of Restricted Stock Unit Award Agreement which is time based (“Time Based Awards”), and (ii) the form of Performance Restricted Stock Unit Award Agreement which is performance based (“Performance Based Awards”) under the 2021 Plan. The performance-based Awards are eligible to vest based upon the achievement of certain budget performance goals of the Company as determined by the Compensation Committee (the “Performance Goals”). Any Performance Based Awards that are not earned at the end of the performance period upon the determination of the achievement of the Performance Goals will be forfeited.
Mr. Vanka was granted RSUs under the 2021 Plan in the amounts and according to the vesting schedule indicated below:
Time Based Awards:
| Name | Title | No. of RSUs(1) | Vesting Schedule | |||||
| Krishna Vanka | Chief Executive Officer | 121,951 | Annually over 3 years, with the first vest date on July 1, 2026 | |||||
| (1) | Based on an aggregate grant date value of $200,000, which is 50% of Mr. Vanka’s base salary, divided by $1.64 per share, which was the closing price of the Company’s Common Stock on July 1, 2026. |
Performance Based Awards:
| Name | Title | No. of RSUs(1) | Vesting Schedule | |||||
| Krishna Vanka | Chief Executive Officer | 182,927 | (2) | Cliff-vest on the third anniversary of July 1, 2025 | ||||
| (1) | Based on an aggregate grant date value of $200,000, which is 50% of Mr. Vanka’s base salary, divided by $1.64 per share, which was the closing price of the Company’s Common Stock on July 1, 2026. |
| (2) | Assumes achievement of the maximum level of the Performance Goals. |
A copy of the Amended Annual Bonus Plan is attached as Exhibit 10.1 hereto and is incorporated herein by reference to this Form 8-K. The foregoing summary of Annual Bonus Plan is subject to, and qualified in their entirety to the terms set forth in the Annual Bonus Plan, which is filed as Exhibit 10.1 on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2023 and incorporated herein by reference to this Current Report on Form 8-K. The Options, the time-based RSUs and performance-based RSUs are subject to, and qualified in their entirety to the terms set forth in the Option Agreement, the form of Restricted Stock Unit Award Agreement and Performance Restricted Stock Unit Award Agreement, which are filed as Exhibits 4.6, 4.7 and 4.10 respectively on Form S-8 (File No. 333-267974) filed with SEC on October 21, 2022, and are incorporated herein by reference to this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Flux Power Holdings, Inc. | ||
| a Nevada corporation | ||
| By: | /s/ Krishna Vanka | |
| Krishna Vanka | ||
| Chief Executive Officer | ||
| Dated: August 6, 2025 | ||