v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Statement [Table]  
Award Timing, How MNPI Considered [Text Block]

ITEM 11

EXECUTIVE COMPENSATION

 

Compensation of Executive Officers

 

Our Board of Directors has not adopted or established a formal policy or procedure for determining the amount of compensation paid to our executive officers. No pre-established, objective performance goals or metrics have been used by the Board of Directors in determining the compensation of our executive officers.

 

Elements of Compensation

 

Our executive officers receive a base salary to compensate them for services rendered during the year. In additional to their base salary, we also provide equity incentives to attract and retain executive talent for the Company’s continued success.

 

Base Salary and Bonus. The value of base salary and bonus for each our executive reflects his skill set and the market value of that skill set in the sole discretion of the Board of Director.

 

Equity Incentives. The ZW Data Action Technologies Inc. (f/k/a) ChinaNet Online Holdings, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) provides for the granting of distribution equivalent rights, incentive stock options, non-qualified stock options, performance share awards, performance unit awards, restricted stock awards, restricted stock unit awards, stock appreciation rights, tandem stock appreciation rights, unrestricted stock awards or any combination of the foregoing, as may be best suited to the circumstances of the particular employee, director or consultant as provided therein (the “Awards”). Certain Awards are intended to qualify as “incentive stock options” within the meaning of the Internal Revenue Code (the “Code”). The 2025 Plan was approved by our stockholders on December 1, 2025.

 

Retirement Benefits. Our executive officers are not presently entitled to company-sponsored retirement benefits.

 

Perquisites. We have not provided our executive officers with any material perquisites and other personal benefits and, therefore, we do not view perquisites as a significant or necessary element of our executive’s compensation.

 

Deferred Compensation. We do not provide our executives the opportunity to defer receipt of annual compensation.

 

Summary Compensation Table

 

The following table sets forth information regarding compensation of the named executive officers for each of the two fiscal years in the period ended December 31, 2025.

 

 

SUMMARY COMPENSATION OF NAMED EXECUTIVE OFFICERS

Name and Principal Position

  

Year

  

Salary

($)

    

Stock Awards

($) (1)

    

Option Awards

($)

    

Total

  

Handong Cheng (Chief Executive Officer and Acting Chief Financial Officer)

  

2025

     24,504       -       -       24,504  
   

2024

     21,062       -       -       21,062  

 

(1)

The aggregate grant date fair value of the restricted stock awarded to each named executive officer is computed in accordance with FASB ASC Topic 718.

 

 

Our executive officers are reimbursed by us for any out-of-pocket expenses incurred in connection with activities conducted on our behalf. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of such expenses by anyone other than our Board, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

 

Employment Agreements

 

We enter into a standard employment contract with our executive officers for a set period of years. According to the contracts, these executive officers will devote substantially all of his/her time to the service of our company and may not compete directly or indirectly with us. These executive officers also agreed that in the event that his/her employment with us is terminated, for a period of two year following the date of his/her termination of employment, he/she will not contact, for any commercial purpose, or provide to a third party, information about clients or entities with which we were acquainted during the term of his employment with us. Subject to certain exceptions, either party may terminate the employment agreement upon 30 days prior written notice.

 

We do not have change-in-control agreements with any of our directors or executive officers, and we are not obligated to pay severance or other enhanced benefits to executive officers upon termination of their employment.

 

Outstanding Equity Awards

 

There were none outstanding equity incentive awards held by the named executive officers as of the fiscal year ended December 31, 2025.

 

Potential payments upon termination or change-in-control

 

As discussed above, we do not have change-in-control agreements with any of our directors or executive officers, and we are not obligated to pay severance or other enhanced benefits to executive officers upon termination of their employment.

 

Recovery of Erroneously Awarded Compensation

 

None.

 

Policies and Practices for Granting Certain Equity Awards

 

Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees.

 

The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages.

 

 

In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

 

The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its shareholders.

 

Compensation of Directors

 

The following table sets forth information regarding compensation of each director, other than named executive officers, for fiscal 2025.

 

FISCAL 2025 DIRECTOR COMPENSATION

  

Name

  

Fees

Earned

or Paid

in Cash

($)

    

Stock

Awards (1)

($)

    

Option

Awards

($)

    

Non-Equity

Incentive Plan

Compensation

($)

    

Nonqualified

Deferred

Compensation

Earnings

($)

    

All Other

Compensation

($)

    

Total

($)

  
                                                         

Chang Qiu

     3,000       -       -       -       -       -       3,000  

Zhiqing Chen

     -       -       -       -       -       -       -  

George Kai Chu

     -       -       -       -       -       -       -  

Chung Wang Yiu (Ron)

     -       -       -       -       -       -       -  

Fernando Chen I-Ting

     2,570       -       -       -       -       -       2,570  

Justin Tam

     -       -       -       -       -       -       -  

 

(1)

The aggregate grant date fair value of the restricted stock awarded to each director is computed in accordance with FASB ASC Topic 718.

 

Certain Relationships and Related Transactions

 

It is our policy to not enter any transaction (other than compensation arrangements in the ordinary course) with any director, executive officer, employee, or principal stockholder or party related to them, unless authorized by a majority of the directors having no interest in the transaction, upon a favorable recommendation by the Audit Committee (or a majority of its disinterested members).
Award Timing MNPI Considered [Flag] false