CEO Annmarie Gayle was paid $405,000 in fiscal year 2025, ↑ up 0.0% from fiscal year 2024 (SEC filing 0001493152-26-038748 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$405,000 ↑ Annmarie Gayle total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 97.02% Say-on-pay support, latest vote |
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CODA's next annual pay disclosure, estimated August 17, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Annmarie Gayle | $305,000 | $100,000 | $0 | $0 | $0 | $0 | $0 | $405,000 |
| Chief Executive Officer | ||||||||
| Blair Cunningham | 266,539 | 0 | 0 | 0 | 0 | 0 | 37,287 | 303,826 |
| President of Technology | ||||||||
| Gayle Jardine | 107,326 | 94,236 | 0 | 0 | 0 | 0 | 18,993 | 220,555 |
| Interim Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Annmarie Gayle | $405,000 | $405,000 | — | ↑ +0 |
| Blair Cunningham | 303,826 | 265,932 | — | ↑ +37,894 |
| Gayle Jardine | 220,555 | 171,648 | — | ↑ +48,907 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses CODA in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CODA in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
No insider equity transactions reported since the proxy statement.
The Company structures its compensation program to reflect the size of its operations, believing that executive compensation is modest. The design aims to retain executives, motivate them to devote their efforts towards profitable growth of the businesses, and align their interests with those of stockholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | false |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-09-08 | 6,116,270 | 188,174 | 97,368 | 97.02% | Passed |
| 2025 | 2025-09-10 | 7,016,633 | 43,303 | 30,857 | 99.39% | Passed |
| 2024 | 2024-09-04 | 7,035,944 | 39,852 | 29,599 | 99.44% | Passed |
| 2023 | 2023-09-12 | 6,139,692 | 163,841 | 78,077 | 97.4% | Passed |
| 2022 | 2022-09-22 | 7,269,994 | 91,278 | 36,506 | 98.76% | Passed |
| 2021 | 2021-09-14 | 7,331,864 | 57,922 | 45,799 | 99.22% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-09-08 | 97.02%a |
| 2025 | 2025-09-10 | 99.39%b |
| 2024 | 2024-09-04 | 99.44%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Michael HamiltonIndependent · Audit (Chair) · Compensation (Chair) · Nominating and Governance | $50,000 | $15,000 | — | — | — | $65,000 |
| Robert HarcourtIndependent · Audit · Compensation · Nominating and Governance | 50,000 | 0 | — | — | — | 50,000 |
| Gwenael Rouy-PoirierIndependent · Audit · Compensation · Nominating and Governance | 50,000 | 0 | — | — | — | 50,000 |
| Dr. Angus McFadzeanNot standing for re-election | 37,500 | 0 | — | — | — | 37,500 |
| Anthony TataDeparted during FY | 25,000 | 0 | — | — | — | 25,000 |
| G. Tyler RunnelsDeparted during FY | 25,000 | 0 | — | — | — | 25,000 |
| Blair CunninghamEmployee director | — | — | — | — | — | 0 |
| Annmarie GayleEmployee director · Board Chair | — | — | — | — | — | 0 |
| Tal GoldhamerNewly elected | — | — | — | — | — | — |
| Stephen HemedesIndependent · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $15,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $237,500 |
| Equity awards (grant-date value) | $15,000 |
| All other compensation | $0 |
| Total cost of the board | $252,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Coda Octopus Group | 2025 | Annmarie Gayle | $305,000 | $0 | $0 | $0 | $405,000 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Annmarie Gayle | DEF 14A | 2026-08-17 | 0001493152-26-038748 | Section “Executive Compensation”. As printed: 405,000. Filing ↗machine: r2 · c27 · span 135318–135325 |
| 2 | Section 01, Blair Cunningham | DEF 14A | 2026-08-17 | 0001493152-26-038748 | Section “Executive Compensation”. As printed: 303,826. Filing ↗machine: r14 · c27 · span 148976–148983 |
| 3 | Section 01, Gayle Jardine | DEF 14A | 2026-08-17 | 0001493152-26-038748 | Section “Executive Compensation”. As printed: 220,555. Filing ↗machine: r5 · c27 · span 138760–138767 |
| 4 | Section 08, Michael Hamilton | DEF 14A | — | — | Section “Director Compensation”. As printed: 65,000. |
| 5 | Section 08, Robert Harcourt | DEF 14A | — | — | Section “Director Compensation”. As printed: 50,000. |
| 6 | Section 08, Gwenael Rouy-Poirier | DEF 14A | — | — | Section “Director Compensation”. As printed: 50,000. |
| 7 | Section 08, Dr. Angus McFadzean | DEF 14A | 2026-08-17 | 0001493152-26-038748 | Section “Director Compensation”. As printed: 37,500. Filing ↗machine: span 166057–166063 |
| 8 | Section 08, Anthony Tata | DEF 14A | 2026-08-17 | 0001493152-26-038748 | Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 167831–167837 |
| 9 | Section 08, G. Tyler Runnels | DEF 14A | 2026-08-17 | 0001493152-26-038748 | Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 166609–166615 |
| 10 | Section 08, Blair Cunningham | DEF 14A | — | — | Section “Director Compensation”. As printed: 0. |
| 11 | Section 08, Annmarie Gayle | DEF 14A | — | — | Section “Director Compensation”. As printed: 0. |
| 12 | Section 08, Tal Goldhamer | DEF 14A | — | — | Section “Director Compensation”. As printed: —. |
| 13 | Section 08, Stephen Hemedes | DEF 14A | — | — | Section “Director Compensation”. As printed: —. |
| 14 | Section 06, 2026 vote | Form 8-K | 2026-09-10 | 0001493152-26-042170 | Item 5.07 · say-on-pay result. As reported: 97.02% (votes for as printed: 6,116,270). Filing ↗ |
| 15 | Section 06, 2025 vote | Form 8-K | 2025-09-16 | 0001493152-25-013626 | Item 5.07 · say-on-pay result. As reported: 99.39% (votes for as printed: 7,016,633). Filing ↗ |
| 16 | Section 06, 2024 vote | Form 8-K | 2024-09-09 | 0001493152-24-035472 | Item 5.07 · say-on-pay result. As reported: 99.44% (votes for as printed: 7,035,944). Filing ↗ |
| 17 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 18 | Section 09b board cost (computed) | Computed | — | — | Cash 237,500 + equity 15,000 + all other 0 = 252,500, summed across the director compensation table rows.machine: formula: Σ = 252,500 |
| 19 | Coda Octopus Group (subject), Section 10b CEO total | DEF 14A | 2026-08-17 | 0001493152-26-038748 | CEO total compensation as printed in Coda Octopus Group's own proxy. As printed: 405,000. Filing ↗machine: r2 · c27 · span 135318–135325 |
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