CEO Allan Marshall was paid $2,502,194 in fiscal year 2025, ↑ up 129.4% from fiscal year 2024 (SEC filing 0001477932-26-002762 ↗): 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.
$2,502,194 ↑ Allan Marshall total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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UPXI's next annual pay disclosure, estimated April 28, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Allan Marshall | $840,000 | $399,231 | $171,000 | $1,091,963 | $0 | $0 | $0 | $2,502,194 |
| Chairman and Chief Executive Officer | ||||||||
| Andrew Norstrud | 266,385 | 350,000 | 228,000 | 0 | 0 | 0 | 0 | 844,385 |
| Chief Financial Officer | ||||||||
| Brian Rudick | 25,385 | 0 | 0 | 0 | 0 | 0 | 0 | 25,385 |
| Chief Strategy 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 |
|---|---|---|---|---|
| Allan Marshall | $2,502,194 | $1,090,769 | — | ↑ +1,411,425 |
| Andrew Norstrud | 844,385 | 250,000 | — | ↑ +594,385 |
| Brian Rudick | 25,385 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Gene Salkind | Independent Director | $188,846 |
| Lawrence H. Dugan | Independent Director | $112,232 |
| Thomas C. Williams | Independent Director | $110,232 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Andrew Norstrud | PSU | 80,000 | — | $238,400 |
| Allan Marshall | PSU | 75,000 | — | 223,500 |
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | false |
| Anti-pledging | — |
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Gene SalkindIndependent · Audit Committee · Compensation Committee · Nominating and Governance Committee | $25,000 | $0 | $163,846 | — | $0 | $188,846 |
| Lawrence H. DuganIndependent · Audit Committee · Compensation Committee · Nominating and Governance Committee | 27,000 | 0 | 85,232 | — | 0 | 112,232 |
| Thomas C. WilliamsIndependent · Audit Committee · Compensation Committee · Nominating and Governance Committee | 25,000 | 0 | 85,232 | — | 0 | 110,232 |
| Allan MarshallEmployee director · Board Chair | — | — | — | — | — | 0 |
| Andrew J. NorstrudEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $25,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $5,000 |
| Committee chair fees (audit / comp / nom-gov) | 2,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $77,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $77,000 |
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 | Upexi | 2025 | Allan Marshall | $840,000 | $171,000 | $1,091,963 | $0 | $2,502,194 |
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, Allan Marshall | DEF 14A | 2026-05-05 | 0001477932-26-002762 | Section “SUMMARY COMPENSATION TABLE”. As printed: 2,502,194. Filing ↗machine: r1 · c33 · span 180825–180834 |
| 2 | Section 01, Andrew Norstrud | DEF 14A | 2026-05-05 | 0001477932-26-002762 | Section “SUMMARY COMPENSATION TABLE”. As printed: 844,385. Filing ↗machine: r4 · c33 · span 193263–193270 |
| 3 | Section 01, Brian Rudick | DEF 14A | 2026-05-05 | 0001477932-26-002762 | Section “SUMMARY COMPENSATION TABLE”. As printed: 25,385. Filing ↗machine: r7 · c33 · span 202484–202490 |
| 4 | Section 07, pay ratio | 10-K | 2025-09-24 | 0001477932-25-006996 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Section 08, Gene Salkind | DEF 14A | 2026-05-05 | 0001477932-26-002762 | Section “Director Compensation”. As printed: 188,846. Filing ↗machine: span 276352–276359 |
| 6 | Section 08, Lawrence H. Dugan | DEF 14A | 2026-05-05 | 0001477932-26-002762 | Section “Director Compensation”. As printed: 112,232. Filing ↗machine: span 269552–269559 |
| 7 | Section 08, Thomas C. Williams | DEF 14A | 2026-05-05 | 0001477932-26-002762 | Section “Director Compensation”. As printed: 110,232. Filing ↗machine: span 283150–283157 |
| 8 | Section 08, Allan Marshall | DEF 14A | 2026-05-05 | 0001477932-26-002762 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 9 | Section 08, Andrew J. Norstrud | DEF 14A | 2026-05-05 | 0001477932-26-002762 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | 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) |
| 11 | Section 09b board cost (computed) | Computed | — | — | Cash 77,000 + equity 0 + all other 0 = 77,000, summed across the director compensation table rows.machine: formula: Σ = 77,000 |
| 12 | Upexi (subject), Section 10b CEO total | DEF 14A | 2026-05-05 | 0001477932-26-002762 | CEO total compensation as printed in Upexi's own proxy. As printed: 2,502,194. Filing ↗machine: r1 · c33 · span 180825–180834 |
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