DEF 14A of Palladyne AI Corp., Apr 22, 2025

DEF 14A of Palladyne AI Corp.

Filed Apr 22, 2025 · FY20240000950170-25-056800

Open on EDGAR

  1. Our Board

    Our Board

  2. Our Board

    | Committee Memberships | | | | | | | | | | Current Directors | Age (as of 3-31-25) | Director Since | Independent | Audit | Compensation | Nominating and Corporate Governance | Strategic Transaction | Other Public Directorships | | Brian D. Finn | 64 | 2020 | | | | | | -- | | Matthew Shigenobu Muta | 56 | 2021 | | | | | | -- | | Eric T. Olson | 73 | 2021 | | | | | | 2 | | Dennis Weibling | 73 | 2021 | | | | | | -- | | Benjamin G. Wolff | 56 | 2021 | | | | | | 1 | | Michael T. Young | 64 | 2025 | | | | | | -- |

  3. Our Board

    = Member = Chair = Audit Committee Financial Expert

  4. Nominees for Director

    Nominees for Director

  5. Nominees for Director

    | | Admiral Eric T. Olson (Ret.) | | | Qualifications, Skills and Experience | | | | | | Admiral Eric T. Olson (Ret.) has served as a member of the Board of Directors since September 2021. He has been President and Managing Member of ETO Group, LLC since September 2011, where he acts as an independent national security consultant supporting a wide range of private and public sector organizations. From June 2019 to May 2020, Admiral Olson served as Chief Executive Officer of Hans Premium Water, a privately held company. Admiral Olson retired from the United States Navy in 2011 as a full Admiral after 38 years of military service. He served in special operations units throughout his career, during which he was awarded several decorations for leadership and valor, including the Defense Distinguished Service Medal and the Silver Star. Admiral Olson was the first Navy SEAL officer to be promoted to three- and four-star ranks. Admiral Olson's career culminated as the head of the United States Special Operations Command from July 2007 to August 2011, where he was responsible for the mission readiness of all Army, Navy, Air Force and Marine Corps special operations forces. Admiral Olson serves on the board of directors of Under Armour, Inc. (NYSE: UAA) and is a member of its nominating and corporate governance committee. Admiral Olson also serves on the board of directors of Iridium Communications Inc. (Nasdaq: IRDM), a satellite communications company, and is a member of its nominating and corporate governance committee. In addition, he serves on the board of directors of various private companies, including, Cyber Reliant Corporation, Newlight Technologies, Ocean Aero, Inc. and IP3. Admiral Olson has served as a director of the non-profit Special Operations Warrior Foundation. Admiral Olson also served on the Old Sarcos Advisory Board from December 2016 until joining the Board. Admiral Olson graduated from the United States Naval Academy in 1973 and earned a Master of Arts degree in National Security Affairs at the Naval Postgraduate School. He is an Adjunct Professor in the School of International and Public Affairs at Columbia University. We believe Admiral Olson's leadership experience as an Admiral in the U.S. Navy, including his leadership and management of a large and complex organization as head of the U.S. Special Operations Command, in addition to his experience as a director of various companies and his expertise with respect to the needs of the U.S. military, qualifies him to serve on our Board of Directors. | | Independent Committee Memberships: Compensation Nominating and Corporate Governance Other Current Public Directorships: Under Armour Iridium Communications | |

  6. Nominees for Director

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  7. Nominees for Director

    | | Benjamin G. Wolff | | | Qualifications, Skills and Experience | | | | | | Benjamin G. Wolff has served as a member of the Board of Directors since September 2021. Mr. Wolff served as Old Sarcos' Chief Executive Officer and Chairman of the Board of Directors from September 2015, its President from December 2020 and as a member of its Board of Directors from February 2015, in each case until the Business Combination, at which time he became our President, Chief Executive Officer and Chairman of our Board of Directors until December 13, 2021, when he became our Executive Chairman. He served as Executive Chairman from December 2021 until February 2023 and as Executive Vice Chairman from October 2023 until his appointment as our Chief Executive Officer and President in February 2024. Prior to joining Old Sarcos, Mr. Wolff served as Chief Executive Officer, President and Chairman at Pendrell Corporation an intellectual property investment, advisory services and asset management company, from December 2009 to November 2014. In April 2004, Mr. Wolff co-founded Clearwire Corporation, a telecommunications company, where he served as President and Chief Executive Officer until March 2009 and Co-Chairman until October 2011. Mr. Wolff previously served on the board of the Cellular Telecommunications Industry Association (CTIA). Mr. Wolff also serves on the board of directors of Globalstar, Inc. (NYSE: GSAT), a telecommunications company, and is a member of its audit committee and compensation committee, and serves as the chairman of its strategic review committee. Mr. Wolff earned his law degree from Northwestern School of Law, Lewis & Clark College in Portland, Oregon, and his Bachelor of Science degree from California Polytechnic State University. Mr. Wolff is an inactive member of the Washington State Bar. We believe Mr. Wolff's leadership roles as a founder of and investor in technology companies, his experience as chief executive officer and director of multiple public companies, his relationships and experience with potential customers and his perspective, experience and leadership in his various roles at Palladyne AI Corp. since its inception qualify him to serve on our Board of Directors. | | Committee Memberships: Strategic Transaction Other Current Public Directorships: Globalstar | |

  8. Nominees for Director

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  9. Continuing Directors

    Continuing Directors

  10. Continuing Directors

    | | Matthew Shigenobu Muta | | | Qualifications, Skills and Experience | | | | | | Matthew Shigenobu Muta has served as a member of the Board of Directors since September 2021. Mr. Muta is currently the Senior Vice President of Optum Consumer Engineering for UnitedHealth Group (NYSE: UNH). Mr. Muta previously held various leadership roles at Delta Air Lines Inc. (NYSE: DAL) from 2014 until his retirement in March 2024, including serving as their Vice President, Innovation and Operations Technology from 2016 until March 2024, and as Vice President, Innovation & Commercial Technologies from 2014 to 2016. In addition, Mr. Muta also held roles at Microsoft, Inc. (Nasdaq: MSFT), including Global Managing Director, Hospitality & Travel. Mr. Muta holds a Bachelor of Arts Degree in Communications from Boise State University. We believe Mr. Muta's leadership experience at some of the world's largest companies, including in industries that we believe include potential customers of ours, and his experience working with highly sophisticated and complex technology qualifies him to serve on our Board of Directors. | | Independent Committee Memberships: Audit Compensation Other Current Public Directorships: None | |

  11. Continuing Directors

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  12. Continuing Directors

    | | Dennis Weibling | | | Qualifications, Skills and Experience | | | | | | Dennis Weibling has served as a member of the Board of Directors since September 2021 and as Chairman of the Board since February 2023. Mr. Weibling joined the board of directors of Old Sarcos in September 2016 and served as chairman of its audit committee until the Business Combination when he joined our Board and became Chairman of the Audit Committee. Mr. Weibling has served as the Managing Director of Rally Capital LLC, a private equity firm, since 2004. He served as a director of Holicity Inc. (Nasdaq: HOL), a SPAC, from August 2020 to June 2021 and as a director of Colicity Inc. (Nasdaq: COLI), a SPAC, from February 2021 to December 2022. Mr. Weibling served on Sotheby's board from 2006 until October 2019, and during that time he served as chairman of its audit and finance committee. Mr. Weibling also served as Sotheby's interim Chief Financial Officer from January 2016 until March 2016. Mr. Weibling served as President of Eagle River, Inc., from October 1993 through December 2001, and as Vice Chairman of Eagle River Investments from January 2002 through November 2004. He served as Chief Executive Officer of Nextel Communications Inc. from October 1995 to March 1996, and as a director of Nextel from July 1995 until April 1, 2004. At Nextel, Mr. Weibling was a member and chairman of the operations, audit, finance and compensation committees at various times during that period. Mr. Weibling served as a board member of Nextel Partners from 1998 to 2006 and chaired the audit committee. He also served on the board of XO Communications, Inc., where he served from 1996 to 2003. Mr. Weibling has served on the boards of private companies, including Telesphere Communications Networks, a telecommunications company, Rise Communities LLC, a real estate development company, Telecom Transport Management, a telecommunications company, Wireless Services Corporation, a telecommunications company, Worldwide Packets, Inc., a telecommunications company, Teledesic Corporation, a telecommunications company, Geopass, Inc. d/b/a Pirq, a software company, and SeaMobile, Inc., a telecommunications company. Mr. Weibling holds a Bachelor of Arts Degree from Wittenberg University, a Master of Arts Degree in Psychology from the University of Nebraska, and a J.D. from the University of Nebraska. We believe Mr. Weibling's financial expertise and experience as an investor in technology companies, in addition to his experience as a director of various companies, qualify him to serve on our Board of Directors. | | Independent Committee Memberships: Audit Nominating and Corporate Governance Strategic Transaction Other Current Public Directorships: None | |

  13. Continuing Directors

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  14. Continuing Directors

    | | Brian D. Finn | | | Qualifications, Skills and Experience | | | | | | Brian D. Finn has served as a member of the Board of Directors since August 2020. Mr. Finn has over 40 years of experience in the financial services industry as well as a variety of corporate and philanthropic board roles. From 2008 until he retired in 2013, Mr. Finn served as Chairman and Chief Executive Officer of Asset Management Finance Corp (AMF) and as a Senior Advisor to Credit Suisse. From 2004 to 2008, Mr. Finn was Chairman and Head of Alternative Investments (AI) at Credit Suisse. From 2002 to 2005, Mr. Finn held senior managements positions within Credit Suisse, including President of Credit Suisse First Boston (CSFB), President of Investment Banking, Co-President of Institutional Securities, Chief Executive Officer of Credit Suisse USA and a member of the Office of the Chairman of CSFB. He was also a member of the Executive Board of Credit Suisse Group. Mr. Finn began his career in 1982 as a member of the Mergers & Acquisitions Group (M&A) at The First Boston Corporation, ultimately becoming Co-Head of M&A in 1993. He has advised on dozens of transactions worth well over $100 billion. In 1997, he joined the private equity firm Clayton, Dubilier & Rice as a partner and then later rejoined Credit Suisse in 2002. Mr. Finn was a member of the board of The Scotts Miracle-Gro Company (NYSE:SMG) from December 2014 to January 2023 and Owl Rock Capital Corp (NYSE:ORCC), a specialty finance company, from 2016 to February 2022. He is currently Chairman of Star Mountain Capital, an asset management firm, and Chairman of Covr Financial Technologies, a financial services company, as well as a board member of a number of early-stage companies. He has previously been a Strategic Advisor to KKR, a global investment firm, member of the boards of Baxter International (NYSE: BAX), a healthcare company, Telemundo, MGM Pictures, and a number of other public and private companies. Mr. Finn is a past Chairman of the Undergraduate Executive Board of The Wharton School of the University of Pennsylvania, Vice Chairman of the Board of the City Kids Foundation and a member of the boards of the Gordon A. Rich Memorial Foundation and the Starmar Foundation. Mr. Finn received a Bachelor of Science Degree in Economics from The Wharton School of the University of Pennsylvania. We believe Mr. Finn is well-qualified to serve as a member of our Board due to, among other things, his extensive experience in finance, leadership positions and strategic transactions. | | Independent Committee Memberships: Audit Nominating and Corporate Governance Strategic Transaction Other Current Public Directorships: None | |

  15. Continuing Directors

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  16. Continuing Directors

    | | Michael T. Young | | | Qualifications, Skills and Experience | | | | | | Michael T. Young joined our Board of Directors in February 2025. Mr. Young has held various roles at Caterpillar Inc. (NYSE: CAT) from August 2005 to March 2023, including serving as Director M&A Asia Pacific for over 6 years in China leading M&A transactions from 2006 to 2012. Mr. Young also played a key role in Caterpillar’s corporate strategy and led Caterpillar Ventures, a subsidiary of Caterpillar, as Director of Caterpillar Ventures from inception in 2015 until his retirement in 2023. During his tenure at Caterpillar, Mr. Young was involved in over 30 of Caterpillar Ventures’ investments and served as a director for two companies and as a board observer for multiple other companies on behalf of Caterpillar. Prior to Caterpillar, Mr. Young worked at Dell Technologies Inc. (NYSE: DELL) from 1995 to 2001, where he became the first chief financial officer for Dell China, a wholly owned subsidiary of Dell. He was instrumental in establishing financial protocols and standards while also being heavily involved in daily operations. Before Dell, Mr. Young spent nearly 10 years at Ethyl Corporation, a wholly-owned subsidiary of NewMarket Corporation (NYSE: NEU), a specialty chemicals and materials company, where he served as Accounting Manager. Mr. Young received an Associate Degree in Business from St. Louis Community College, Meramec and a Bachelor of Science Degree in Finance from Southern Illinois University at Edwardsville. He was previously a Certified Public Accountant in Illinois. We believe Mr. Young's extensive experience in corporate strategy, investments, finance, accounting and leadership, particularly at Caterpillar and Dell, qualifies him to contribute valuable insights to our Board of Directors. | | Independent Committee Memberships: Compensation Strategic Transaction Other Current Public Directorships: None | |

  17. Continuing Directors

    | | Leadership | | Technology | | Operations | | Finance | | Customers | | Global Business |

  18. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors and other director qualifications. While our Board has not established minimum qualifications for Board members, some of the factors that our Nominating and Corporate Governance Committee considers in assessing director nominee qualifications include issues of character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one's field, the ability to exercise sound business judgment, tenure on the Board and skills that are complementary to the Board, an understanding of our business, an understanding of the responsibilities that are required of a member of the Board, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board. The Nominating and Corporate Governance Committee and the Board evaluate each director in the context of the membership of the Board as a group, with the objective of maintaining a Board that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of backgrounds and experience in various areas. Although our Board of Directors does not maintain a specific policy with respect to Board diversity, our Board of Directors believes that the Board should be a diverse body, and the Nominating and Corporate Governance Committee considers a broad range of perspectives, backgrounds and experiences when considering whether to recommend the nomination of any particular director candidate. If our Nominating and Corporate Governance Committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information or reliance on the knowledge of the members of the committee, the Board or management. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director candidates for nomination. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors and our Board of Directors has the final authority in determining the selection of director candidates for nomination to our Board.

  19. Insider Trading Policy and Policy Prohibiting Hedging or Pledging of Securities

    Insider Trading Policy and Policy Prohibiting Hedging or Pledging of Securities We have established an insider trading policy governing the purchase, sale and disposition of our securities by our directors, officers and employees designed to promote compliance with insider trading laws, rules and regulations, as well as Nasdaq listing standards. Among other things, our insider trading policy prohibits insiders from trading while in possession of material non-public information and establishes policies and procedures related to trading restricted periods, trade pre-clearance by certain insiders and the use of Rule 10b5-1. A copy of our insider trading policy is attached as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024. Under our insider trading policy, our employees, including our executive officers, and members of our Board of Directors are generally prohibited from, directly or indirectly, (1) engaging in short sales, (2) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to such individuals by us), (3) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted to them by us as part of their compensation or held, directly or indirectly, by them, (4) pledging any of our securities as collateral for any loans or as part of any other pledging transaction and (5) holding our securities in a margin account. Our Board of Directors has granted a limited waiver to the policy’s general prohibition on pledging to Mr. Wolff, our President, Chief Executive Officer and Director, authorizing him to pledge a portion of shares issued pursuant to the Wolff RSA (if approved), as defined below, in an amount necessary to obtain funds to cover taxes associated with the issuance and/or vesting of the Wolff RSA.

  20. Director Compensation

    Director Compensation Our outside director compensation policy is designed to attract, retain and reward non-employee directors. Our outside director compensation policy was amended in April 2025. Under the outside director compensation policy, each non-employee director will receive the cash and equity compensation for Board services described below. We also will reimburse our non-employee directors for reasonable, customary and documented travel expenses to meetings of our Board of Directors or its committees and other expenses.

  21. Equity Compensation

    Equity Compensation New Director Award Each individual who becomes a non-employee director after April 2025 will automatically be granted on the date of the director's appointment an award of restricted stock units equal to $100,000 divided by the simple average of the closing prices per share of our common stock over the prior 60-trading days ending on the trading day immediately prior to the grant date, rounded to the nearest whole share (the "New Director Award"). Prior to the adoption of the amended outside director compensation policy in April 2025, the policy provided that new non-employee directors received 50,000 common stock options with a strike price equal to fair market value at the time of the grant, also prorated for any partial year of service. Each New Director Award will vest on the earlier of (i) the one-year anniversary of the date the New Director Award is granted or (ii) the day of the annual meeting next following the date the New Director Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. Annual Award Each non-employee director will automatically receive, on the date of each annual meeting of stockholders an award of restricted stock units equal to $100,000 divided by the simple average of the closing prices per share of our common stock over the prior 60-trading days ending on the trading day immediately prior to the grant date, rounded to the nearest whole share, rounded to the nearest whole share (the "Annual Award"). Prior to the adoption of the amended outside director compensation policy in April 2025, the policy provided that each non-employee director automatically received, on the date of each annual meeting of stockholders, 50,000 common stock options with a strike price of fair market value at the time of the grant. Annual Awards vest on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the annual meeting next following the date the Annual Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. In the event of a "change in control" (as defined in our 2021 Equity Incentive Plan), each non-employee director's outstanding awards will become fully vested.

  22. Director Compensation for 2024

    Director Compensation for 2024 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board of Directors, for the fiscal year ended December 31, 2024. Directors who are also our employees receive no additional compensation for their service as directors during the time periods when they are also our employees. See “Executive Compensation” for information regarding compensation for Mr. Wolff and Ms. Peterson.

  23. Director Compensation for 2024

    | Name | Fees Paid or Earned in Cash ($) | Stock Awards ($)(1) | Options Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Priya Balasubramaniam (2) | $2,630 | — | — | — | — | — | $2,630 | | Brian D. Finn | $51,724 | — | $72,695 | — | — | — | $124,419 | | Peter Klein (3) | $2,937 | — | — | — | — | — | $2,937 | | Matthew Shigenobu Muta | $55,083 | — | $72,695 | — | — | — | $127,778 | | Admiral Eric T. Olson | $56,728 | — | $72,695 | — | — | — | $129,423 | | Dennis Weibling | $86,092 | — | $72,695 | — | — | — | $158,787 |

  24. Director Compensation for 2024

    (1) The amounts in this column represent the aggregate grant-date fair value of awards granted to each non-employee director pursuant to the non-employee director compensation policy, computed in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 718. See Notes 1 and 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the assumptions made by us in determining the grant-date fair value of our equity awards. (2) Effective January 19, 2024, Ms. Balasubramaniam resigned from the Board. (3) Effective January 19, 2024, Mr. Klein, resigned from the Board. The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2024:

  25. Director Compensation for 2024

    | Name | Number of Shares Underlying Outstanding Stock Awards | Number of Shares Underlying Outstanding Options | | Brian D. Finn | — | 50,000 | | Matthew Shigenobu Muta | — | 50,000 | | Eric T. Olson | — | 67,098 | | Dennis Weibling | — | 51,959 |

  26. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS Our Board of Directors currently consists of six directors and is divided into three classes with staggered three-year terms. At the Annual Meeting, two current directors are up for election as Class I directors for a three-year term to succeed the same class whose term is then expiring. Each director's term continues until the expiration of the term for which such director was elected and until such director's successor is elected and qualified or until such director's earlier death, resignation or removal.

  27. APPROVAL OF RESTRICTED STOCK AWARD(S) TO OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

    APPROVAL OF RESTRICTED STOCK AWARD(S) TO OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER We are asking you to approve one or more restricted stock awards to our President and Chief Executive Officer, Benjamin G. Wolff, covering an aggregate of up to 1,500,000 shares of our common stock (the “Wolff RSA”), which would be made through one or more standalone grants outside of our 2021 Equity Incentive Plan (the “2021 Plan”). As detailed further below, we believe that the Wolff RSA would allow us to conserve shares authorized for use under our 2021 Plan and cash, while providing compensation to Mr. Wolff that is consistent with our obligations under his employment agreement and which would reduce our cash compensation obligations to Mr. Wolff under his employment agreement.

  28. Background

    Background On November 14, 2023, we announced a pivot in business strategy to prioritize the development and commercialization of our AI/ML Foundational Technology and suspend further commercialization efforts on hardware products. Following such pivot, Mr. Wolff rejoined our executive team as President and Chief Executive Officer in February 2024 to lead our new business strategy. Our Board of Directors believes that securing Mr. Wolff's continued service to the Company is critical to our ability to commercialize our AI/ML Foundational Technology and successfully grow our business. For this reason, we believe securing the services of Mr. Wolff over the next phase of our business is in our best interest and on December 26, 2024, we entered into an amended and restated employment agreement (the “Wolff Agreement”) with Mr. Wolff that extended the term of his employment as our President and Chief Executive Officer through the end of 2027. Under the Wolff Agreement, Mr. Wolff is entitled, among other employment benefits, to a targeted net cash salary of $1.00 (after deductions for taxes and employee benefit contributions) for 2025 and a cash salary of $250,000 (prior to applicable withholding and deductions) per year for 2026 and 2027. The Wolff Agreement also provides that Mr. Wolff will not be entitled to participate in our bonus plan for 2025, though he will be eligible for discretionary bonuses as determined by our Board of Directors or a duly authorized committee, and that Mr. Wolff will be eligible to participate in our annual bonus plan for 2026 and 2027 with a target opportunity of 150% of his then annual base salary. We believe that this is significantly below the levels of cash compensation provided to CEOs of other similar public companies and of similar experience as Mr. Wolff. Mr. Wolff's willingness to receive lower levels of regular cash compensation as described above with respect to his salary and bonus was tied to receiving compensation based on our stock price, which we believe strongly aligns his interests with those of our stockholders. In addition, pursuant to the Wolff Agreement, Mr. Wolff is entitled to a cash payment with respect to the value of 1,800,000 shares of our common stock (as proportionately adjusted for any stock splits, dividends, combinations and the like) based on the volume-weighted average closing price for our common stock for the 10 consecutive trading days ending on the trading day prior to the date of the event triggering payment (the “Wolff Cash Payment”). The Wolff Cash Payment is to be made upon Mr. Wolff’s continued service under the Wolff Agreement through the earlier of October 31, 2027 or a Change in Control, or upon an earlier qualifying termination of his employment (including a termination by us without Cause or by Mr. Wolff for Good Reason, each as defined in the Wolff Agreement). In the event that Mr. Wolff’s employment is terminated before vesting due to his death or by us for Disability, as defined in the Wolff Agreement, the Wolff Cash Payment will be payable on a prorated basis based on the number of days of Mr. Wolff’s service during the period beginning on November 1, 2024 and ending on the date of his termination relative to 1,035 days. Further, both our Board of Directors and Mr. Wolff felt it was important to maintain our available shares under the 2021 Plan to have sufficient shares to incentivize our employees through equity awards. As a result, we and Mr. Wolff agreed to the Wolff Cash Payment with the opportunity to replace it with the Wolff RSA, which will both eliminate the cash obligation of the Wolff Cash Payment if granted in full and preserve shares available under the 2021 Plan for other employees. In addition, both the Board of Directors and Mr. Wolff favor the Wolff RSA over the Wolff Cash Payment because the Wolff RSA (1) will not use the Company's limited cash resources, (2) better aligns Mr. Wolff's interests with those of our stockholders by providing a longer-term incentive opportunity beyond the date of the Wolff Cash Payment and (3) serves to better manage enterprise risk by reducing the risk that management decisions will be made to maximize the short-term Company stock price as we near the Wolff Cash Payment date rather than long-term stockholder value. Depending on the value of our common stock at the time of payment, to the extent that the Wolff Cash Payment is paid, there could be a substantial impact on the Company’s cash position. For example, if the reference stock price is $10 per share, the Wolff Cash Payment would be $18 million. If we do not have sufficient cash to make the Wolff Cash Payment when it becomes due, or if we need to bolster our cash reserves and increase our ability to continue to pursue our business objectives following the Wolff Cash Payment, we may have to seek additional financing which could cause dilution to our existing stockholders or introduce covenants that may restrict our operations. Additional financing may not be available when needed or, if available, may not be available on terms favorable to us or our stockholders. The Wolff Agreement goes on to provide that the amount of the Wolff Cash Payment will be reduced on a 1.2 to 1 basis by the amount of any restricted stock awards we grant to Mr. Wolff prior to the payment date of the Wolff Cash Payment, up to a total of 1,500,000 shares that are scheduled to vest on the earliest of the payment events for the Wolff Cash Payment set forth above and in the same relative amounts. If the Wolf RSA is timely granted in full in satisfaction of these terms, our obligation to make the Wolff Cash Payment under the Wolff Agreement would be proportionately reduced or eliminated. As of March 31, 2025, we have 1,866,113 shares available for issue of new equity awards under the 2021 Plan, which we anticipate will be enough to meet our expected needs (other than for the Wolff RSA) for the next three years. If we were to grant the Wolff RSA with respect to the full 1,500,000 shares under the 2021 Plan, we would be left with only 366,113 shares available for issue of new equity awards, which would not be enough to meet our expected needs for the next year. We currently estimate that we will grant equity awards covering approximately 550,000 shares per year under the 2021 Plan, subject to variables such as stock price, market compensation trends, the number and seniority of our employees and other factors.

  29. Significant Historical Award Information

    (1) Equity run rate is calculated by dividing the number of shares subject to equity awards granted during the fiscal year by the weighted-average number of shares outstanding during the fiscal year. (2) Overhang is calculated by dividing (a) the sum of (x) the number of shares subject to equity awards outstanding at the end of the fiscal year and (y) the number of shares available for future grants at the end of the fiscal year, by (b) the number of shares outstanding at the end of the fiscal year. (3) Dilution is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the number of shares outstanding at the end of the fiscal year.

  30. Number of Shares Requested

    Number of Shares Requested We considered several factors in determining to request stockholder approval of a maximum of 1,500,000 shares of our common stock for the Wolff RSA. The 1,800,000 share size of the Wolff Cash Payment was the result of our negotiations with Mr. Wolff over extension of his employment agreement through December 31, 2027. Prior to this extension, Mr. Wolff’s employment agreement was set to expire on February 23, 2025, subject to a one year extension by the Company, and contemplated a restricted stock award with respect to 625,000 shares of our common stock that would be granted following renewal and vest in full on continued service for a one-year period in connection with a one-year extension of the agreement. The 1,800,000 share size of the Wolff Cash Payment takes into account the longer vesting period associated with that payment (three years instead of one year). Considering that the Wolff Cash Payment has been awarded and the Wolff Agreement allows us to reduce the size of the Wolff Cash Payment on a 1.2 for 1 basis by grants of restricted stock awards of up to 1,500,000 shares of our common stock, we are seeking approval for grants of restricted stock to Mr. Wolff of up to that maximum amount. Three additional years of annual 625,000 one-year awards would be 1,875,000 shares, which is more than both the reference share number for the Wolff Cash Payment and the maximum shares to be granted pursuant to the Wolff RSA.

  31. Effect of Approval of Restricted Stock Award(s)

    Effect of Approval of Restricted Stock Award(s) If stockholders approve the restricted stock award(s) to Mr. Wolff, we will issue one or more restricted stock awards to Mr. Wolff covering an aggregate of up to 1,500,000 shares of our common stock, in order to proportionately reduce the size of the Wolff Cash Payment. If approved, we intend to issue a single restricted stock award for the full amount of 1,500,000 shortly after approval is obtained. If stockholders do not approve the restricted stock award(s) to Mr. Wolff, we may determine to award a number of restricted stock awards to Mr. Wolff under our 2021 Plan, up to the full 1,500,000 shares if available from time to time prior to making the Wolff Cash Payment. However, we may not have sufficient shares to do so and provide equity incentives to other employees and therefore may determine not to make any award of the Wolff RSA from the 2021 Plan or may only make award(s) of a portion of the Wolff RSA under the 2021 Plan. To the extent that we do not timely grant any or a portion of the Wolff RSA(s) to Mr. Wolff, we will make the Wolff Cash Payment.

  32. Limitations on Individual Award(s)

    Limitations on Individual Award(s) The maximum aggregate number of shares of our common stock subject to restricted stock awards that may be granted to Mr. Wolff under the authorization sought here is 1,500,000. No awards will be granted pursuant to this authorization to any other individual. This limit is subject to proportionate adjustment for any stock splits, dividends, combinations and the like, under the terms of the restricted stock award agreements.

  33. Terms and Conditions of the Restricted Stock Award(s)

    Terms and Conditions of the Restricted Stock Award(s) Although any restricted stock awards granted to Mr. Wolff pursuant to the approval requested here would be made by standalone grants outside the 2021 Equity Incentive Plan, the awards will be made pursuant to an award agreement that adopts the terms and conditions of the 2021 Equity Incentive Plan applicable to restricted stock awards. The form of restricted stock award agreement is provided with this proxy statement as Appendix A. The only awards available for grant pursuant to the approval requested here would be awards of restricted stock, which are shares of our common stock granted subject to restrictions on transferability and subject to forfeiture on terms set forth in the agreement, including the vesting terms described above. Only Mr. Wolff will be eligible to receive awards pursuant to the requested approval, so the total number of employees eligible to participate is 1, and no non-employee directors, consultants or others will be eligible to receive awards under the requested approval. Any shares subject to awards of restricted stock pursuant to the approval requested here would be used only for the awards approved here, and would not become available for future awards if the original award is forfeited. The form of restricted stock award agreement provides that each award will be administered by our Board of Directors or its designated committee (the “Committee”). As the administrator of the restricted stock awards, the Committee will have the authority to grant the awards; determine the number of shares of common stock covered by each award; approve and amend award certificates (subject to the limitations under the award agreements); adopt, revise or rescind any rules and regulations as it may deem necessary or advisable to administer the restricted stock awards; and make all other decisions and determinations that may be required under the restricted stock awards or that the Committee deems necessary or advisable for administration of the restricted stock awards to the same extent as it has with regards to awards under the 2021 Plan. The Committee may permit Mr. Wolff to satisfy tax withholdings relating to awards granted under the restricted stock awards pursuant to procedures that it determines, as permitted by applicable laws, including (without limitation) allowing Mr. Wolff to have us withhold otherwise deliverable shares under an award or to deliver to us already owned shares of common stock at the minimum statutory amount or such greater amount as the Committee permits if such amount would not have adverse accounting consequences, as determined by the Committee. The Committee may amend or terminate outstanding restricted stock awards granted pursuant to the approval sought here to the same extent as it can under the 2021 Plan. However, amendment or termination will require Mr. Wolff’s consent in certain circumstances if it would materially adversely affect his interests under the restricted stock awards. Unless the Committee determines otherwise, no award will be assignable or transferable by Mr. Wolff other than by will or the laws of descent and distribution (which includes by beneficiary designation if available) until they have vested and any other applicable transfer restrictions, if any, are removed. The Committee, in its discretion, may permit awards to be transferred, subject to such terms and conditions as the Committee determines to be appropriate. Mr. Wolff may, in the manner determined by the Committee and to the extent the Committee has permitted the participant to designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to such award upon the participant’s death. Each restricted stock award granted to Mr. Wolff pursuant to the approval sought here will vest on his continued service through the earlier of October 31, 2027 or a Change in Control, or upon an earlier qualifying termination of his employment (including a termination by us without Cause or by Mr. Wolff for Good Reason). In the event that Mr. Wolff’s employment is terminated before vesting due to his death or by us for Disability, each such outstanding restricted stock award will vest as to a prorated portion of the award based on the number of days of Mr. Wolff’s service during the period beginning on November 1, 2024 and ending on the date of his termination relative to 1,035 days. Each capitalized but undefined term in this paragraph is as defined in the Wolff Agreement. Under the Wolff Agreement, a Change in Control generally means the occurrence of any of the following events, subject to certain limitations set forth in the Wolff Agreement: • the Board members as of the effective date of the 2025 Plan (each, an “incumbent director”) cease to constitute a majority of the Board, provided that any new Board member whose election or nomination for election was approved by a vote of a majority of the incumbent directors then on the Board also will be considered an incumbent director; or • any person becomes a beneficial owner of either (A) more than 50% of our Common Stock or (B) our securities representing more than 50% of the combined voting power of our securities eligible to vote for the election of directors, except in limited cases of certain acquisitions (for example, acquisitions directly from the Company or by the Company or a subsidiary); or • completion of a reorganization, merger or similar corporate transaction, or the sale of all or substantially all of the Company’s assets or the acquisition of assets or stock of another corporation, unless immediately after such transaction, all or substantially all of the individuals and entities who were the beneficial owners of our Common Stock and our voting securities immediately before such transaction beneficially own more than 50% of our Common Stock and the combined voting power of our voting securities entitled to vote generally in the election of directors, of the corporation resulting from such transaction in substantially the same proportions as their ownership, immediately prior to such transaction, and subject to certain other exceptions; or approval by our stockholders of our complete liquidation or dissolution. In the event of a dividend or other distribution (whether in cash, our securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of our common stock or our other securities, or other change in our corporate structure affecting our common stock (other than ordinary dividends or other ordinary distributions), the number and class of shares issuable under the approval sought here and/or the number and class (as applicable) of shares covered by each outstanding restricted stock award will be adjusted proportionately in order to prevent the diminution or enlargement of benefits or potential benefits intended under the restricted stock awards and the authorization sought here. Assuming that it is approved by our stockholders, the authorization to grant restricted stock awards to Mr. Wolff pursuant to the approval sought here will continue until November 4, 2027. Restricted stock awards granted pursuant to the approval sought here will be subject to any applicable compensation recoupment or clawback policy that we adopt from time to time.

  34. Terms and Conditions of the Restricted Stock Award(s)

    Our Board of Directors has, after deliberation, granted a limited waiver to our insider trading policy’s general prohibition on pledging to Mr. Wolff, authorizing him to pledge a portion of the shares issued pursuant to the Wolff RSA (if approved) in an amount necessary to obtain funds to cover taxes associated with the issuance and/or vesting of the Wolff RSA. This waiver was granted to avoid the need for Mr. Wolff to sell shares, which could be a sizable number of shares, to cover those taxes. We believe this aligns Mr. Wolff's long-term interests with those of our other stockholders by increasing shares held by him and not artificially pressuring the stock price through a potentially large sale of shares just to cover taxes.

  35. Certain Federal Tax Effects

    Certain Federal Tax Effects The following discussion is limited to a summary of the U.S. federal income tax provisions relating to the grant and vesting of restricted stock awards under the approval sought here and the subsequent sale of common stock acquired thereunder. The tax consequences of awards may vary according to the country of participation. Also, the tax consequences of the grant or vesting of awards vary depending upon the particular circumstances, and it should be noted that income tax laws and regulations and interpretations thereof, change frequently. Unless Mr. Wolff makes an election to accelerate recognition of income to the date of grant as described below, Mr. Wolff generally will not recognize income at the time a restricted stock award is granted, provided that the award is subject to restrictions on transfer and is subject to a substantial risk of forfeiture. When the restrictions lapse, Mr. Wolff generally will recognize ordinary income equal to the fair market value of the Common Stock as of that date, less any amount he paid for the stock. If Mr. Wolff files an election under Code Section 83(b) within 30 days after the date of grant of the restricted stock, he will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date, less any amount paid for the stock. Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, Mr. Wolff will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election. The Company generally will be entitled to a tax deduction in connection with a restricted stock award in an amount equal to the ordinary income recognized by Mr. Wolff and at the time that Mr. Wolff recognizes such income, except as follows. Under Section 162(m) of the Code, the deductibility of compensation paid to certain individuals including our President and Chief Executive Officer is limited to $1,000,000 per person per year.

  36. Restricted Stock Award(s) Benefits

    Restricted Stock Award(s) Benefits As described above, the approval sought here would allow for grants of restricted stock awards with respect to up to 1,500,000 shares to Mr. Wolff only. The following table sets forth information on the restricted stock award(s) for which approval is being sought, taking into account the closing price for our common stock on March 31, 2025 which was $5.88.

  37. Restricted Stock Award(s) Benefits

    | Name and Position | Dollar Value | Number of Shares Subject to Stock Awards | | Benjamin Wolff, President and Chief Executive Officer | $8,820,000 | 1,500,000 | | Laura J. Peterson | $0 | 0 | | Dr. Denis Garagić | $0 | 0 | | Stephen Sonne | $0 | 0 | | All Current Executive Officers as a Group | $8,820,000 | 1,500,000 | | All Non-Executive Officer Employees as a Group (Including all Officers who are not Executive Officers) | $0 | 0 | | All Directors who are not Executive Officers as a Group | $0 | 0 |

  38. Restricted Stock Award(s) Benefits

    The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required for the approval of the Restricted Stock Award(s) to Our President and Chief Executive Officer Proposal. Abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal.

  39. Restricted Stock Award(s) Benefits

    | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE RESTRICTED STOCK AWARD(S) TO OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER. |

  40. Restricted Stock Award(s) Benefits

    The following table sets forth certain information about our executive officers as of March 31, 2025.

  41. Restricted Stock Award(s) Benefits

    | Name | Age | Position | | Benjamin G. Wolff(1) | 56 | President, Chief Executive Officer and Director | | Dr. Denis Garagić | 56 | Chief Technology Officer | | Kristi Martindale(2) | 58 | Chief Commercial Officer | | Stephen Sonne | 56 | Chief Legal Officer and Secretary | | Trevor Thatcher | 39 | Chief Financial Officer | | Matthew Vogt | 48 | Chief Revenue Officer |

  42. Restricted Stock Award(s) Benefits

    (1) Biographical information for Mr. Wolff is set forth above under Board of Directors and Corporate Governance – Nominees for Director beginning on page 7. (2) Ms. Martindale was determined to be an executive officer on February 19, 2025.

  43. Restricted Stock Award(s) Benefits

    | | Dr. Denis Garagić | | | Dr. Denis Garagić has served as our Chief Technology Officer since January 2022. Dr. Garagić is the co-founder of our AI/ML software business and served as Old Sarcos' Chief Scientist, Advanced Systems and AI from June 2020 until the Business Combination when he became our Chief Scientist, Advanced Systems & AI, a position he held until his promotion in January 2022. Prior to joining Old Sarcos, he served as Chief Scientist at BAE Systems (OTCMKTS: BAESY) FAST Labs from April 2007 to May 2020, guiding the creation of cognitive computing solutions that provide machine intelligence and anticipatory intelligence to solve challenges across the Department of Defense and intelligence community. Dr. Garagić has been a Technical Review Authority, Principal Investigator or Research Lead on numerous programs, including the Defense Advanced Research Projects Agency (DARPA) and Air Force Research Labs research programs. Dr. Garagić is also a regular speaker at international meetings and conferences on AI & machine learning. Dr. Garagić received his B.S. and M.S. degrees in Mechanical Engineering and Technical Cybernetics from The Czech Technical University in Prague and received his Ph.D. in Mechanical Engineering from The Ohio State University. |

  44. Restricted Stock Award(s) Benefits

    | | Kristi Martindale | | | Kristi Martindale has served as our Chief Commercial Officer since March 2024. In this role she is responsible for overseeing commercial aspects of the Company’s operations including go-to-market strategy, product planning, marketing and investor and public relations. Previously, she served as our consultant from September 2023 to March 2024 and as our Executive Vice President and Chief Product & Marketing Officer from September 2021 to September 2023. Ms. Martindale served as Old Sarcos’ Chief Product & Marketing Officer from September 2020 until the Business Combination, when she became our Executive Vice President and Chief Product & Marketing Officer. Prior to serving as Old Sarcos’ Executive Vice President and Chief Product & Marketing Officer, Ms. Martindale served as Old Sarcos’ Executive Vice President and Chief Marketing Officer. From 2011 to 2015, Ms. Martindale served as Vice President, Global Marketing of Qualcomm (Nasdaq: QCOM). In this role, she led marketing for many of Qualcomm’s business units, including software, services, emerging technology, and licensing worldwide. Ms. Martindale holds a Bachelor of Science degree in Business Administration and Management from the University of La Verne. |

  45. Restricted Stock Award(s) Benefits

    | | Stephen Sonne | | | Stephen Sonne has served as our Chief Legal Officer and Secretary since September 2022, overseeing all legal activities for the Company. Beginning in February 2024, he also began overseeing the Company's human resource function. Prior to becoming Chief Legal Officer, Mr. Sonne served as Senior Vice President and General Counsel from February 2022 to September 2022. From January 2013 until March 2021, he served as Senior Vice President, Associate General Counsel and, from April 2018 to March 2021, Corporate Secretary for Booking Holdings (Nasdaq: BKNG), the parent company of Booking.com, priceline.com, KAYAK, agoda.com, Rentalcars.com and OpenTable, overseeing Booking Holdings' public reporting, securities offering, mergers and acquisitions and corporate governance activities, among other things. Prior to Booking Holdings, Mr. Sonne served as a Partner at O'Melveny & Myers LLP, a premier international law firm. He holds a Bachelor of Arts in Political Science and Spanish from Brigham Young University, an MBA from Duke University's Fuqua School of Business and a Juris Doctor degree from the Duke University School of Law. |

  46. Restricted Stock Award(s) Benefits

    | | Trevor Thatcher | | | Trevor Thatcher has served as our Chief Financial Officer since March 2024. Mr. Thatcher has over 10 years of experience providing strategic and operational financial leadership to public companies. Mr. Thatcher joined us in December 2021 as VP, Corporate Controller. Before joining Palladyne AI Corp., Mr. Thatcher served in various accounting roles from 2014 to 2016 at LifeVantage Corporation (Nasdaq: LFVN), a health, wellness and fitness company, and served as its SVP, Corporate Controller from 2016 until 2021. He oversaw the company's accounting, tax, commissions, treasury and internal audit functions, was a member of the company's international and product expansion teams and helped to align and consolidate company-wide processes to drive operational efficiencies. Previous to LifeVantage, Mr. Thatcher served in other accounting and finance roles and began his career in public accounting at a local Utah accounting firm. Mr. Thatcher earned his Masters of Accounting from the University of Utah and his Bachelors of Science in Accounting and Economics from Utah State University. He is a Certified Public Accountant in Utah and was a recipient of the Direct Selling "Forces Under 40" award in 2017 while working for LifeVantage Corporation. |

  47. Restricted Stock Award(s) Benefits

    | | Matthew Vogt | | | Matthew Vogt has served as our Chief Revenue Officer since July 2023. In this role, he is responsible for overseeing and optimizing all revenue-generating activities for the Company. Previously, from December 2021 to July 2023, Mr. Vogt served as our Senior Vice President of Global Defense Solutions where he was responsible for strategic customer engagements, partnerships and program execution, business development, customer-funded research and development, and domestic and international sales. Prior to joining us, Mr. Vogt was Senior Director of Business Development at AeroVironment, Inc. (NASDAQ: AVAV), a global leader in unmanned aircraft systems from 2011 to 2021. During that time, Mr. Vogt led business development efforts for customers in the Department of Defense, Department of Homeland Security, Department of Justice, Department of Defense Labs, multiple international governments and militaries, and various corporate entities. While at AeroVironment, he also led the MacCready Works business development market segment, a group focused on classified programs, customer-funded research and development projects and merger and acquisition activities. Mr. Vogt began his professional career as a U.S. Marine Corps AV-8B Harrier attack pilot and later served as a Marine Special Operations Command Forward Air Controller and Joint Terminal Attack Controller. Mr. Vogt holds a Bachelor's degree in Politics from Princeton University (1999) and an MBA from the University of Southern California (2023). |

  48. Restricted Stock Award(s) Benefits

    We have designed our compensation and benefits programs to attract, retain, incentivize and reward talented and qualified executives. We believe our compensation program should promote our success and align executive incentives with the long-term interests of our stockholders. Our current compensation programs primarily consist of salary, bonuses and equity compensation awards. We believe that our use of equity compensation awards strongly aligns the interests of our executive officers with those of our stockholders by providing meaningful compensation opportunities through the use of long-term equity incentives. Further, we believe that the vesting schedules associated with our equity compensation awards promote our accomplishment of key objectives and our long-term success. As a result, we do not believe that our compensation programs promote excessive or inappropriate risk-taking. As our needs evolve, we intend to continue to evaluate our philosophy and compensation programs as circumstances require. Our named executive officers, consisting of each individual serving in the role of principal executive officer in 2024, the next two most highly compensated executive officers (other than our principal executive officers during 2024) as of December 31, 2024, and up to two additional individuals who were executive officers in 2024 but were not serving as executive officers as of December 31, 2024, were: • Benjamin G. Wolff, our President, Chief Executive Officer and Director; • Laura J. Peterson, our former President, Chief Executive Officer, Executive Vice Chair and Director; • Dr. Denis Garagić, our Chief Technology Officer; and • Stephen Sonne, our Chief Legal Officer and Secretary.

  49. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the compensation of our named executive officers for services rendered during the fiscal years ended December 31, 2024 and December 31, 2023 if they were an executive officer during those years:

  50. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Benjamin G. Wolff(5) | 2024 | $228,797 | — | $369,125 | — | — | $597,922 | | President, Chief Executive Officer and Director | 2023 | $75,026 | — | $137,500 | — | $35,887 | $248,413 | | Laura Peterson(6) | 2024 | $260,271 | — | $100,000 | — | $15,000 | $375,271 | | Executive Vice Chair and Director | 2023 | $290,985 | — | — | — | $20,867 | $311,852 | | Dr. Denis Garagić | 2024 | $412,174 | $364,417 | $295,301 | $74,514 | — | $1,146,406 | | Chief Technology Officer | 2023 | $332,856 | $118,000 | $125,000 | $125,000 | — | $700,856 | | Stephen Sonne | 2024 | $370,000 | $240,500 | $59,060 | $14,818 | — | $684,378 | | Chief Legal Officer and Secretary | 2023 | $288,970 | $102,600 | $100,000 | $100,000 | — | $591,570 |

  51. Summary Compensation Table

    The amounts in this column represent discretionary bonuses approved by our Compensation Committee after taking into account the Company's performance against targets, individual performance and retention bonuses approved by our Board of Directors and patent bonuses. Amounts reported in the "Bonus" column for 2024 include (i) for Dr. Garagić a retention bonus of $318,750, a discretionary bonus of $42,500 and a patent bonus for $3,167, and (ii) for Mr. Sonne a retention bonus of $185,000 and a discretionary bonus of $55,500. Amounts reported in the "Bonus" column for 2023 include (i) for Dr. Garagić a discretionary bonus of $118,000, and (ii) for Mr. Sonne a discretionary bonus of $102,600. The amounts in these columns represent the aggregate grant-date fair value of equity awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718. See Notes 1 and 9 to our audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024 for a discussion of the assumptions made by us in determining the grant-date fair value of our equity awards. (3) In April 2024, the Company approved amendments to certain options held by seven senior employees, including Dr. Garagić's option awards granted on May 29, 2020, May 20, 2022 and March 29, 2023 (representing an incremental value of $30,848) and Mr. Sonne's option awards granted on April 1, 2022 (representing an incremental value of $14,818). These options were amended to (a) reduce the per share exercise price of the options to $1.59, which is equal to the closing price of the Company's common stock on April 17, 2024, the effective date of the amendment, and (b) revise the vesting terms to restart the vesting schedule, including options that had already vested, such that 25% of the shares underlying the options will vest on March 29, 2025, and then subsequently 1/12 of the remaining shares underlying the options will vest on each of the company's quarterly vesting dates, subject to Dr. Garagić and Mr. Sonne, respectively, continuing to be a service provider as of each such vesting date. No other terms of these options were modified. (4) Amounts reported in the "All Other Compensation" column for 2024 include (i) for Ms. Peterson, reimbursements related to certain legal costs ($15,000). Amounts reported in the "All Other Compensation" column for 2023 include (i) for Mr. Wolff, payments related to his service provided as a non-employee director ($35,887), and (ii) for Ms. Peterson, payments related to her service provided as a non-employee director ($20,867). (5) Mr. Wolff, served as our Executive Chairman until February 1, 2023 and served as our Executive Vice Chairman from October 19, 2023 until February 23, 2024 when he became our President and Chief Executive Officer, Mr. Wolff was an employee during those periods of service, and thus did not receive compensation under our outside director compensation policy for services on the Board during those periods. (6) Ms. Peterson became our President and Chief Executive Officer on May 11, 2023, and ceased to be our President and Chief Executive Officer on February 23, 2024, when she became our Executive Vice Chair. Ms. Peterson resigned from her roles as Executive Vice Chair and as a member of our Board of Directors on February 23, 2025.

  52. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.

  53. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | | Stock Awards | | Option Awards | | | | | Name | Grant Date(1) | Number of Shares, Units or Other Rights That Have Not Vested(#) | Market Value of Units of Stock that Have Not Vested (2) ($) | Number of Securities Underlying Unexercised Options (Exercisable) | Number of Securities Underlying Unexercised Options (Unexercisable) | Option Exercise Price | Option Expiration Date | | Benjamin Wolff | 2/23/2024 | 625,000(3) | $7,668,750 | — | — | — | | | Laura Peterson | 2/23/2024 | 169,319(4) | $2,077,544 | — | — | — | | | Dr. Denis Garagić | 5/29/2020 | — | — | — | 21,372(5) | $1.59 | 5/29/2030 | | | 5/20/2022 | — | — | — | 14,204(6) | $1.59 | 5/20/2032 | | | 5/20/2022 | 3,367(7) | $41,313 | — | — | — | | | | 3/29/2023 | — | — | — | 68,486(8) | $1.59 | 3/29/2033 | | | 3/29/2023 | 25,104(9) | $308,026 | — | — | — | | | | 2/23/2024 | 500,000(10) | $6,135,000 | — | — | — | | | | 4/24/2024 | — | — | — | 40,000(11) | $1.51 | 4/24/2034 | | Stephen Sonne | 4/1/2022 | — | — | — | 19,757(12) | $1.59 | 2/7/2032 | | | 4/1/2022 | 2,565(13) | $31,473 | — | — | — | | | | 3/29/2023 | — | — | 7,928 | 10,194(14) | $2.82 | 3/29/2033 | | | 3/29/2023 | 20,084(9) | $246,431 | — | — | — | | | | 2/23/2024 | 100,000(10) | $1,227,000 | — | — | — | |

  54. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1) Represents grant dates of the stock options and stock awards. (2) The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on December 31, 2024 the last trading day of the year, which was $12.27 per share. (3) 100% of the restricted stock vested on February 23, 2025. Represents restricted stock units with each unit representing the right to receive one share of our Common Stock ("RSUs").100% of the award vested on February 23, 2025. 25% of the shares underlying the options vested on March 29, 2025, and then subsequently 1/12 of the remaining shares underlying the options will vest on each quarterly vesting date, subject to continued service through such date. (6) 25% of the shares underlying the options vested on March 29, 2025, and then subsequently 1/12 of the remaining shares underlying the options will vest on each quarterly vesting date, subject to continued service through such date. (7) Represents RSUs, 25% of the award vested on May 20, 2023, and thereafter 1/12 of the remaining portion of the award will vest on each quarterly vesting date thereafter, subject to continued service through such date. (8) 25% of the shares underlying the options vested on March 29, 2025, and then subsequently 1/12 of the remaining shares underlying the options will vest on each quarterly vesting date, subject to continued service through such date. (9) Represents RSUs, 25% of the award vested on March 29, 2024, and thereafter 1/12 of the remaining portion of the award will vest on each quarterly vesting date thereafter, subject to continued service through such date. (10) Represents RSUs, 25% of the award vested on February 23, 2025, and thereafter 1/12 of the remaining portion of the award will vest on each quarterly vesting date thereafter, subject to continued service through such date. (11) In order for these options to become eligible to vest and become exercisable, the Company must have satisfied certain performance criteria during calendar year 2024. To the extent that the option was determined to be eligible to vest, 25% of the shares underlying the options would have vested on May 20, 2025, and then subsequently 1/12 of the remaining shares underlying the options would have vested on each quarterly vesting date, subject to continued service through such date. Subsequent to December 31, 2024, the performance criteria for these options was determined not to have been achieved during the 2024 calendar year and these options were canceled. (12) 25% of the shares underlying the options vested on March 29, 2025, and then subsequently 1/12 of the remaining shares underlying the options will vest on each quarterly vesting date, subject to continued service through such date. (13) Represents RSUs, 25% of the award vested on March 29, 2023, and thereafter 1/12 of the remaining portion of the award will vest on each quarterly vesting date thereafter, subject to continued service through such date. (14) 25% of the shares underlying the options vested on March 29, 2024, and then subsequently 1/12 of the remaining shares underlying the options will vest on each of quarterly vesting date, subject to continued service through such date.