Item 11. Executive Compensation.

Executive Compensation

Our named executive officers (collectively, the “Named Executive Officers” or “NEOs”) for the year ended December 31, 2025 are:

There were no other executive officers of the Company serving at the end of 2025.

In September 2025, our former Chief Executive Officer, George G. O’Leary, voluntarily submitted his notice of resignation as Chief Executive Officer, effective September 9, 2025. In connection with Mr. O’Leary’s resignation, the Company’s supervisory board nominated Kevin J. McGurn to serve as Chief Executive Officer, effective September 9, 2025. Mr. O’Leary remained the Company’s sole statutory managing director (and sole member of the management board) through December 31, 2025. Because, under Dutch law, managing directors of a Dutch N.V. are appointed by the general meeting of shareholders, and no general meeting was held in 2025 to formally appoint Mr. McGurn as a statutory managing director, Mr. McGurn was not formally appointed to the management board during 2025. Accordingly, following Mr. O’Leary’s resignation as statutory managing director effective December 31, 2025, and pursuant to Article 17.4 of the Company’s articles of association, the supervisory board temporarily designated Mr. McGurn to be charged with the management of the Company until a general meeting of shareholders can formally appoint him as a managing director.

The Summary Compensation Table below provides information regarding compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2025 and December 31, 2024, as applicable.

Summary Compensation Table 

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Narrative to Summary Compensation Table

Our executive compensation program is designed to attract and retain high-caliber executives, incentivize performance and align management's interests with those of our shareholders. Compensation for our NEOs consists primarily of base salary or consulting fees, discretionary bonuses and other compensation, including health insurance benefits or stipends and other customary employment-related benefits.

In response to Item 402(x)(1) of Regulation S-K, we do not currently grant stock options, stock appreciation rights or similar option-like instruments to our NEOs or other employees or service providers. If in the future we anticipate granting stock options, stock appreciation rights or similar option-like instruments, we will establish a policy regarding how our management board determines when to grant such awards and how it will take material nonpublic information into account when determining the timing and terms of such awards.

Service Agreements

Fiscal 2025 Named Executive Officers

Kevin McGurn

On September 9, 2025, the Company entered into a Consulting Agreement with McGurn Advisors LLC and Kevin McGurn (the “Consulting Agreement”), pursuant to which Mr. McGurn provides Chief Executive Officer services to the Company as an independent contractor. The Consulting Agreement was approved by the supervisory board on September 9, 2025. During the period from September 9, 2025 through the date of Mr. McGurn’s election as Managing Director at the Company’s next Extraordinary General Meeting (the “Interim Period”), McGurn Advisors LLC receives a consulting fee of $7,700 per week, pro-rated for any partial week and payable in arrears in bi-weekly installments. During the Interim Period, Mr. McGurn serves as an independent contractor and is not entitled to any employee benefits.

The Consulting Agreement provides that, contingent upon Mr. McGurn's election and appointment as Managing Director at the Company's next Extraordinary General Meeting, the Company will enter into a service agreement with Mr. McGurn retroactive to September 9, 2025 (the "Service Agreement"). The Service Agreement will provide that Mr. McGurn is entitled to receive an annual base salary of $400,000, paid time off benefits, a taxable monthly health insurance stipend of $3,500 until the Company establishes a U.S. healthcare benefit plan, and an incentive bonus payment targeted at 25% of his base salary, with payment based upon the achievement of certain goals as agreed with and approved by the Company’s supervisory board and subject to Mr. McGurn remaining in continuous service with us through the applicable payment date.

In the event that Mr. McGurn is elected and appointed as Managing Director at the Company’s next Extraordinary General Meeting, Mr. McGurn’s Service Agreement as the Chief Executive Officer shall be for an initial term retroactive to September 9, 2025, until the end of his elected term as Managing Director, which may be extended by mutual agreement of the parties to the Consulting Agreement. Any termination of the Service Agreement, once entered into, by the Company or Mr. McGurn (other than a termination by the Company for Cause (as such term will be defined under the Service Agreement) or termination as a result of Mr. McGurn’s death or permanent disability) will require a 90-day notice period. If the Company terminates Mr. McGurn without Cause during the initial term of the Service Agreement, then, subject to Mr. McGurn’s execution and non-revocation of a separation agreement and release of claims in form and substance acceptable to the Company and Mr. McGurn's continued compliance with all post-termination obligations to the Company, the Company shall provide severance payments to Mr. McGurn equal to the base salary and 100% of the cash bonus that Mr. McGurn would have received for the remainder of the initial term, with a minimum severance payment equal to three months of his base salary if termination without Cause occurs after his ninth month of service. If the Company terminates Mr. McGurn without Cause during any extension period of the Service Agreement, then, subject to the same conditions described above, the Company shall provide severance payments to Mr. McGurn equal to three months of his base salary.

The term of the Consulting Agreement may be terminated at any time for Cause and, in the event that the Consulting Agreement is terminated for Cause during the Interim Period, Mr. McGurn will not be eligible for employment with Sono N.V. or any affiliate of Sono N.V. A termination of the Consulting Agreement for “Cause” shall mean any termination for: (A) dishonesty (including but not limited to any acts of embezzlement or misappropriation of funds, regardless of whether the embezzlement or misappropriation involves funds or assets of Sono N.V. or its affiliates (solely with respect to the Consulting Agreement, Sono N.V. and its affiliates are collectively referred to as the “Company Group”) or a third party), fraud, serious dereliction of fiduciary obligation, conviction of or plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude; (B) an intentional, unauthorized disclosure of confidential information belonging to the Company Group, or entrusted to the Company Group by a client, customer, or other third party; (C) reporting to Sono N.V. offices or providing any services while under the influence of drugs or alcohol (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions); (D) a material violation of any Company rule, regulation or policy; (E) any act materially adverse to the interests of the Company Group or reasonably likely to result in harm to the Company Group or to bring the Company Group into disrepute; or (F) a breach of any promise or obligation under the Consulting Agreement, including, without limitation, a refusal to substantially perform services under the Consulting Agreement. In the event that Mr. McGurn is elected as managing director of Sono N.V., his service agreement as Chief Executive Officer will provide for a substantially similar definition of “Cause.”

The Consulting Agreement provides for standard representations, warranties, covenants and indemnification provisions for an agreement of its kind. In addition, McGurn Advisors LLC and Mr. McGurn have each agreed not to solicit or attempt to solicit, directly or indirectly, any employees, consultants or other independent contractors or any business from any customer of Sono N.V. during the term of the Consulting Agreement and for a period of one year thereafter. McGurn Advisors LLC and Mr. McGurn have further represented to Sono N.V. pursuant to the Consulting Agreement that neither is obligated under any form of non-compete or non-solicitation agreement which would preclude McGurn Advisors LLC or Mr. McGurn from providing Chief Executive Officer services to Sono N.V. during or after the Interim Period. In the event that Mr. McGurn is elected and appointed as Managing Director, the Service Agreement will additionally include non-disparagement and intellectual property and assignment of inventions covenants in favor of the Company.

As of the date of this Annual Report, Mr. McGurn's election as Managing Director by the general meeting of shareholders has not yet occurred, and accordingly the Consulting Agreement and its interim compensation terms remain in effect. The Company expects to present Mr. McGurn's formal election as Managing Director for shareholder approval at the next Extraordinary General Meeting.

The foregoing description is qualified in its entirety by reference to the full text of the Consulting Agreement, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 9, 2025, and is incorporated herein by reference.

M. Scott Calhoun

We entered into a full-time service agreement with Mr. M. Scott Calhoun on December 30, 2024. This agreement entitles Mr. Calhoun to receive monthly salary payments of $16,250. Either party may terminate the service agreement by giving the other party not less than 30 days’ notice. The agreement does not provide for any severance payments in connection with the termination of Mr. Calhoun’s service.

Former Executive Officers

George O’Leary

We entered into a full-time service agreement with George O’Leary on May 8, 2024 with an initial term of one year, with extensions approved by the supervisory board. The agreement entitles Mr. O’Leary to receive an annual base salary of $400,000, paid time off benefits and a monthly health insurance stipend. The agreement also provides for an incentive bonus payment targeted at 25% of Mr. O’Leary’s base salary, with payment based upon the achievement of certain goals as agreed with and approved by the supervisory board and subject to Mr. O’Leary remaining in continuous service with us through the applicable payment date.

Either party may terminate the service agreement by giving the other party not less than 90 days’ notice; provided that the Company may terminate the agreement with immediate effect in connection with a termination for Cause (as defined in the agreement). If the Company terminates Mr. O’Leary without Cause during the initial term of the agreement, then, subject to Mr. O’Leary’s execution and non-revocation of a separation agreement and release of claims in form and substance acceptable to the Company and Mr. O’Leary’s continued compliance with all post-termination obligations to the Company, Sono N.V. shall provide severance payments to Mr. O’Leary equal to the base salary and 100% of the cash bonus that Mr. O’Leary would have received for the remainder of the initial term, with the minimum severance payment being equal to three months of his base salary. If Mr. O’Leary is terminated without Cause during any extension period of the term of the agreement, then, subject to Mr. O’Leary’s execution and non-revocation of a separation agreement and release of claims in form and substance acceptable to the Company and Mr. O’Leary’s continued compliance with all post-termination obligations to Sono N.V., the Company shall provide severance payments to Mr. O’Leary equal to three months of his base salary.

Under the agreement, Mr. O’Leary is subject to confidentiality, non-disclosure, customer non-solicitation, employee non-solicitation, non-disparagement, intellectual property and assignment of inventions covenants in favor of the Company.

On September 9, 2025, Mr. O’Leary voluntarily resigned as Chief Executive Officer, effective September 9, 2025. Mr. O’Leary’s resignation did not result from any disagreement with the Company regarding any matter related to the Company's operations, policies, or practices. There is no change to the severance that Mr. O’Leary is entitled to receive as previously disclosed by Sono N.V., as described above. Mr. O’Leary continued to serve as the Company’s sole statutory Managing Director through December 31, 2025, supporting an orderly management transition.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2025, none of our NEOs held any outstanding equity awards.

Retirement Plan

The Company does not sponsor a retirement plan for its NEOs or other employees. Our NEOs provide services under individual service agreements and are not eligible for a company-sponsored retirement or other pension benefits. Employees of our German subsidiary participate in statutory retirement programs in accordance with applicable German law.

Clawback Policy

In December 2023, our supervisory board adopted our  “clawback” policy, designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws. The clawback policy applies to our current and former executive officers. Compensation that is granted, earned or vested based wholly or in part upon attainment of a financial reporting measure is subject to recoupment.

Director Compensation

Non-Executive Directors' Remuneration

Our supervisory board was first established in 2021. As of February 1, 2024, the annual compensation package for services as a supervisory board member, including service on any committees of the supervisory board, consists of an annual retainer of $50,000.

The following table presents the total compensation for each person who served as a member of our supervisory board during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards to or pay any other compensation to any of the members of our supervisory board in 2025. Supervisory board members are entitled to reimbursement for reasonable and documented travel and out-of-pocket expenses incurred in connection with their service as members of the supervisory board.