Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-09-10

Coda Octopus Group (CODA)

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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Sample answer — “What is the CEO’s total compensation?”
- Annmarie Gayle (Chief Executive Officer), FY2025 total compensation $405,000 (base salary $305,000) [exec_comp, SEC accession 0001493152-26-038748, filed 2026-08-17]

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CODA's next annual pay disclosure, estimated August 17, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Annmarie Gayle$305,000$100,000$0$0$0$0$0$405,000
Chief Executive Officer
Blair Cunningham266,5390000037,287303,826
President of Technology
Gayle Jardine107,32694,236000018,993220,555
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Annmarie Gayle$405,000$405,000—↑ +0
Blair Cunningham303,826265,932—↑ +37,894
Gayle Jardine220,555171,648—↑ +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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Companies that benchmark against CODA
1 company names CODA as a compensation peer

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.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

05

Incentive-plan design — the Compensation Discussion & Analysis

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 policytrue
Anti-hedgingfalse
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-09-086,116,270188,17497,36897.02%Passed
20252025-09-107,016,63343,30330,85799.39%Passed
20242024-09-047,035,94439,85229,59999.44%Passed
20232023-09-126,139,692163,84178,07797.4%Passed
20222022-09-227,269,99491,27836,50698.76%Passed
20212021-09-147,331,86457,92245,79999.22%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-09-0897.02%a
20252025-09-1099.39%b
20242024-09-0499.44%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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Michael HamiltonIndependent · Audit (Chair) · Compensation (Chair) · Nominating and Governance$50,000$15,000———$65,000
Robert HarcourtIndependent · Audit · Compensation · Nominating and Governance50,0000———50,000
Gwenael Rouy-PoirierIndependent · Audit · Compensation · Nominating and Governance50,0000———50,000
Dr. Angus McFadzeanNot standing for re-election37,5000———37,500
Anthony TataDeparted during FY25,0000———25,000
G. Tyler RunnelsDeparted during FY25,0000———25,000
Blair CunninghamEmployee director—————0
Annmarie GayleEmployee director · Board Chair—————0
Tal GoldhamerNewly elected——————
Stephen HemedesIndependent · Newly elected——————
09

Board fee structure and ownership guideline

Annual cash retainer$50,000
Annual equity retainer$15,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Coda Octopus Group2025Annmarie 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.

10d

Frequently asked questions

Who was the highest-paid executive at Coda Octopus Group in fiscal 2025?
As disclosed, Annmarie Gayle (Chief Executive Officer) was the highest-paid executive at Coda Octopus Group in fiscal 2025, with total compensation of $405,000.
How did shareholders vote on Coda Octopus Group's executive compensation?
As disclosed, 97.02% of shareholders supported Coda Octopus Group's executive compensation in the latest say-on-pay vote.
How much does Coda Octopus Group spend in total on board compensation for fiscal 2025?
As disclosed, Coda Octopus Group reported total board compensation of $252,500 for fiscal 2025.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Annmarie GayleDEF 14A2026-08-170001493152-26-038748Section “Executive Compensation”. As printed: 405,000. Filing ↗machine: r2 · c27 · span 135318–135325
2Section 01, Blair CunninghamDEF 14A2026-08-170001493152-26-038748Section “Executive Compensation”. As printed: 303,826. Filing ↗machine: r14 · c27 · span 148976–148983
3Section 01, Gayle JardineDEF 14A2026-08-170001493152-26-038748Section “Executive Compensation”. As printed: 220,555. Filing ↗machine: r5 · c27 · span 138760–138767
4Section 08, Michael HamiltonDEF 14A——Section “Director Compensation”. As printed: 65,000.
5Section 08, Robert HarcourtDEF 14A——Section “Director Compensation”. As printed: 50,000.
6Section 08, Gwenael Rouy-PoirierDEF 14A——Section “Director Compensation”. As printed: 50,000.
7Section 08, Dr. Angus McFadzeanDEF 14A2026-08-170001493152-26-038748Section “Director Compensation”. As printed: 37,500. Filing ↗machine: span 166057–166063
8Section 08, Anthony TataDEF 14A2026-08-170001493152-26-038748Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 167831–167837
9Section 08, G. Tyler RunnelsDEF 14A2026-08-170001493152-26-038748Section “Director Compensation”. As printed: 25,000. Filing ↗machine: span 166609–166615
10Section 08, Blair CunninghamDEF 14A——Section “Director Compensation”. As printed: 0.
11Section 08, Annmarie GayleDEF 14A——Section “Director Compensation”. As printed: 0.
12Section 08, Tal GoldhamerDEF 14A——Section “Director Compensation”. As printed: —.
13Section 08, Stephen HemedesDEF 14A——Section “Director Compensation”. As printed: —.
14Section 06, 2026 voteForm 8-K2026-09-100001493152-26-042170Item 5.07 · say-on-pay result. As reported: 97.02% (votes for as printed: 6,116,270). Filing ↗
15Section 06, 2025 voteForm 8-K2025-09-160001493152-25-013626Item 5.07 · say-on-pay result. As reported: 99.39% (votes for as printed: 7,016,633). Filing ↗
16Section 06, 2024 voteForm 8-K2024-09-090001493152-24-035472Item 5.07 · say-on-pay result. As reported: 99.44% (votes for as printed: 7,035,944). Filing ↗
17Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
18Section 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
19Coda Octopus Group (subject), Section 10b CEO totalDEF 14A2026-08-170001493152-26-038748CEO 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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