Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-19

One Stop Systems (OSS)

CEO Mike Knowles was paid $1,102,629 in fiscal year 2025, ↑ up 27.4% from fiscal year 2024 (SEC filing 0001193125-26-156058 ↗): 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.

$1,102,629 ↑
Mike Knowles total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
82.37%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Mike Knowles (President and Chief Executive Officer), FY2025 total compensation $1,102,629 (base salary $490,334) [exec_comp, SEC accession 0001193125-26-156058, filed 2026-04-15]

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OSS's next annual pay disclosure, estimated April 15, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Mike Knowles$490,334$0$588,699$0$0$0$23,597$1,102,629
President and Chief Executive Officer
Dan Gabel315,0000289,41300027,142631,555
Chief Financial Officer
Jim Ison313,0210179,77300036,754529,548
Chief Product Officer
John Morrison Jr.000000249,268249,268
Former 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
Mike Knowles$1,102,629$865,443—↑ +237,186
Dan Gabel631,555206,546—↑ +425,009
Jim Ison529,548480,249—↑ +49,299
John Morrison Jr.249,268566,237—↓ −316,969

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 OSS
2 companies name OSS as a compensation peer

Each company listed discloses OSS 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 OSS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
David BassettIndependent Director$74,331
Gioia MessingerFormer director (through FY2025)$21,817
Greg MatzIndependent Director$99,316
Joseph Manko JrFormer director (through FY2025)$15,723
Ken PotashnerFormer director (through FY2025)$24,877
Mike DumontIndependent Director$96,207
Mitch HerbetsIndependent Director$105,753
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Mike KnowlesRSU65,725—$471,906
Mike KnowlesRSU150,000—1,077,000
Mike KnowlesRSU131,448—943,797
Dan GabelRSU71,284—511,819
Jim IsonRSU44,279—317,923
Dan GabelRSU30,000—215,400
Jim IsonRSU22,150—159,037
Mike KnowlesRSU21,000—150,780
Jim IsonRSU12,667—90,949
Mike KnowlesOption150,0002.95—
05

Incentive-plan design — the Compensation Discussion & Analysis

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policy—
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-134,350,087931,26458,74082.37%Passed
20252025-05-146,844,7633,360,203415,13467.07%Passed
20242024-05-156,937,0322,336,838432,86074.8%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
20262026-05-1382.37%a
20252025-05-1467.07%b
20242024-05-1574.8%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
Mitch HerbetsIndependent · Audit · Compensation · Nominations & Corporate Governance$50,733$55,020$0$0$0$105,753
Greg MatzIndependent · Audit (Chair) · Nominations & Corporate Governance · Compensation44,29655,02000099,316
Mike DumontIndependent · Audit · Compensation · Nominations & Corporate Governance (Chair)41,18755,02000096,207
David BassettIndependent · Audit · Compensation · Nominations & Corporate Governance · Newly elected19,31155,02000074,331
Ken PotashnerNot independent · Departed during FY24,877000024,877
Gioia MessingerNot independent · Departed during FY21,817000021,817
Joseph Manko JrNot independent · Departed during FY15,723000015,723
Mike KnowlesEmployee director · Audit · Compensation · Nominations & Corporate Governance—————0
09

Board fee structure and ownership guideline

Annual cash retainer$38,620
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)6,436 / 6,436 / 6,436
Stock ownership guideline$3
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$217,944
Equity awards (grant-date value)$220,080
All other compensation$0
Total cost of the board$438,024

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
1One Stop Systems2025Mike Knowles$490,334$588,699$0$0$1,102,629

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 One Stop Systems in fiscal 2025?
As disclosed, Mike Knowles (President and Chief Executive Officer) was the highest-paid executive at One Stop Systems in fiscal 2025, with total compensation of $1,102,629.
How did shareholders vote on One Stop Systems's executive compensation?
As disclosed, 82.37% of shareholders supported One Stop Systems's executive compensation in the latest say-on-pay vote.
How much does One Stop Systems spend in total on board compensation for fiscal 2025?
As disclosed, One Stop Systems reported total board compensation of $438,024 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, Mike KnowlesDEF 14A2026-04-150001193125-26-156058Section “Executive Compensation”. As printed: 1,102,629. Filing ↗machine: span 653559–653568
2Section 01, Dan GabelDEF 14A2026-04-150001193125-26-156058Section “Executive Compensation”. As printed: 631,555. Filing ↗machine: span 676071–676078
3Section 01, Jim IsonDEF 14A2026-04-150001193125-26-156058Section “Executive Compensation”. As printed: 529,548. Filing ↗machine: span 698380–698387
4Section 01, John Morrison Jr.DEF 14A2026-04-150001193125-26-156058Section “Executive Compensation”. As printed: 249,268. Filing ↗machine: span 719470–719477
5Section 08, Mitch HerbetsDEF 14A2026-04-150001193125-26-156058Section “Director Compensation”. As printed: 105,753. Filing ↗machine: span 541971–542180
6Section 08, Greg MatzDEF 14A2026-04-150001193125-26-156058Section “Director Compensation”. As printed: 99,316. Filing ↗machine: span 552121–552329
7Section 08, Mike DumontDEF 14A2026-04-150001193125-26-156058Section “Director Compensation”. As printed: 96,207. Filing ↗machine: span 562272–562480
8Section 08, David BassettDEF 14A2026-04-150001193125-26-156058Section “Director Compensation”. As printed: 74,331. Filing ↗machine: span 572591–572799
9Section 08, Ken PotashnerDEF 14A2026-04-150001193125-26-156058Section “Director Compensation”. As printed: 24,877. Filing ↗machine: span 574602–574810
10Section 08, Gioia MessingerDEF 14A2026-04-150001193125-26-156058Section “Director Compensation”. As printed: 21,817. Filing ↗machine: span 584913–585121
11Section 08, Joseph Manko JrDEF 14A2026-04-150001193125-26-156058Section “Director Compensation”. As printed: 15,723. Filing ↗machine: span 595226–595434
12Section 08, Mike KnowlesDEF 14A2026-04-150001193125-26-156058Section “Director Compensation”. As printed: 0. Filing ↗
13Section 06, 2026 voteForm 8-K2026-05-190001193125-26-230781Item 5.07 · say-on-pay result. As reported: 82.37% (votes for as printed: 4,350,087). Filing ↗
14Section 06, 2025 voteForm 8-K2025-05-200000950170-25-075232Item 5.07 · say-on-pay result. As reported: 67.07% (votes for as printed: 6,844,763). Filing ↗
15Section 06, 2024 voteForm 8-K2024-05-200000950170-24-062422Item 5.07 · say-on-pay result. As reported: 74.8% (votes for as printed: 6,937,032). Filing ↗
16Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
17Section 09b board cost (computed)Computed——Cash 217,944 + equity 220,080 + all other 0 = 438,024, summed across the director compensation table rows.machine: formula: Σ = 438,024
18One Stop Systems (subject), Section 10b CEO totalDEF 14A2026-04-150001193125-26-156058CEO total compensation as printed in One Stop Systems's own proxy. As printed: 1,102,629. Filing ↗machine: span 653559–653568