Bion Environmental Adopts Director Compensation Policy; Stock-Based Pay

What Happened

• Bion Environmental Technologies, Inc. announced on August 12, 2026 that its Board adopted a Director Compensation Policy for the Company’s non-employee directors. The Board set annual retainers of $50,000 for the fiscal years ended June 30, 2026 and ending June 30, 2027, and $25,000 per year for each fiscal year thereafter. Retainers will be paid entirely in shares under the Company’s equity plans rather than cash.

Key Details

• Policy adoption date: August 12, 2026; applies only to non-employee directors.
• Retainer amounts: $50,000 for FYs ended June 30, 2026 and ending June 30, 2027; $25,000 thereafter.
• Payment in shares: for FY beginning July 1, 2027, shares priced at the average closing price for the 10 trading days ending on the prior June 30; for the two earlier fiscal years, shares will be converted at the price in the Company’s anticipated Note Conversion Financing.
• Contingency: grant/issuance/vesting/payment of compensation for the two $50,000 years is expressly conditioned on closing of the Note Conversion Financing—if that financing does not close, no compensation will be granted or paid for those years.
• Bylaw amendment and lead director: Board amended bylaws to create a Lead Director role (not yet designated); the Lead Director will receive an additional $25,000 annual retainer (payable in shares) beginning July 1, 2026.

Why It Matters

• The policy shifts director pay from cash to equity, reducing near-term cash outflows but resulting in issuance of common stock to directors.
• Compensation for the two higher-retainer years depends on a specific financing event (Note Conversion Financing); if that financing fails to close, directors will not receive the described stock payments for those years.
• Investors should note the potential for share issuance and the governance change (creation of a Lead Director retainer), both of which affect alignment and corporate governance going forward.