DEF 14A of Tevogen Inc.
Filed Jan 26, 2026 · FY20250001493152-26-003649
Director Compensation
Director Compensation Our non-employee directors received no compensation during the fiscal year ended December 31, 2025. Dr. Saadi, who serves as our Chief Executive Officer and Chairperson of the Board, receives no additional compensation for his service as a director. This discussion and the discussion under “Executive Compensation” below may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation practices. Actual compensation practices in the future may differ materially from the forward-looking statements included in this discussion. The following table provides information regarding the stock awards granted to our non-employee directors that were outstanding as of December 31, 2025:
Director Compensation
| Name | RSUs (#) (1) | | Jeffrey Feike | 180,000 | | Keow Lin Goh | 180,000 | | Curtis Patton | 180,000 | | Susan Podlogar | 180,000 | | Victor Sordillo | 195,354 |
Director Compensation
| (1) On December 21, 2024, we granted to each non-employee director an award of 240,000 RSUs, which vest ratably in four equal annual installments beginning on January 1, 2025 subject to each grantee’s continued service, and on December 20, 2024, we granted to Mr. Sordillo an additional 240,000 RSUs, which vested immediately, in recognition of the value of his past service on the Board (collectively, the “December 2024 RSUs”). Under the terms of the Merger Agreement, each RSU with respect to shares of the common stock of Tevogen Bio (each “Tevogen Bio RSU”) that was unvested at the time of the Closing was canceled and converted into an award under the 2024 Plan with respect to a number of RSUs to be settled in our common stock equal to the product, rounded up to the nearest whole number, of (i) the number of shares of the common stock of Tevogen Bio subject to the Tevogen Bio RSU as of immediately prior to the effective time of the Merger, multiplied by (ii) approximately 4.84 (the “Exchange Ratio”). The numbers in the table above reflect, with respect to each non-employee director, the December 2024 RSUs and, with respect to Mr. Sordillo, an award of RSUs of Tevogen Bio granted on January 5, 2023, of which 7,678, as adjusted to reflect the Exchange Ratio and expressed in shares of common stock, remained unvested and 7,676 had vested but not yet been settled into shares of common stock as of December 31, 2025. |
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our named executive officers for the last two completed fiscal years.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Ryan Saadi, M.D., M.P.H. Chief Executive Officer | 2025 | 501,000 | 9,920,000(2) | 0 | 10,421,000 | | | 2024 | 501,000 | 87,263,783(3) | 0 | 87,764,783 | | Kirti Desai Chief Financial Officer | 2025 | 300,000 | 930,000(2) | 0 | 1,230,000 | | | 2024 | 300,000 | 0 | 0 | 300,000 | | Neal Flomenberg, M.D. Chief Scientific Officer and Global R&D Lead | 2025 | 350,000 | 372,000(2) | 0 | 722,000 | | | 2024 | 350,000 | 0 | 0 | 350,000 |
Summary Compensation Table
| (1) The amounts in this column reflect the full grant date fair value of RSUs computed in accordance with ASC 718, excluding estimates of forfeitures related to service-based vesting conditions. See our discussion of “Stock-Based Compensation” under Note 11 to our audited consolidated financial statements included in the 2024 Form 10-K for a discussion of all assumptions made by us in determining the grant date fair values of our equity awards. See also our discussion of stock-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” in the 2024 Form 10-K. The amount reported reflects the accounting cost for the RSUs and does not correspond to the actual value that may be recognized by the applicable grantee in connection with each award. | | (2) On June 27, 2025, the Company granted 8,000,000 shares of restricted common stock (“Restricted Stock”) to Dr. Saadi, 750,000 shares of Restricted Stock to Mr. Desai, and 300,000 shares of Restricted Stock to Dr. Flomenberg (the “June 2025 Awards”), the terms of which are described below under “—Narrative Disclosure to Summary Compensation Table—Equity Compensation.” The fair value per share for the June 2025 Awards was determined to be $1.24 per share, equivalent to the closing price of the Company’s stock on the grant date, resulting in a total grant date fair value of $9,920,000 with respect to Dr. Saadi, $930,000 with respect to Mr. Desai, and $372,000 with respect to Dr. Flomenberg. The fair values of the June 2025 Awards as of December 31, 2025, were $2,640,000 for Dr. Saadi, $247,500 for Mr. Desai, and $99,000 for Dr. Flomenberg, based on a closing price per share of $0.33 on that date. | | (3) Further to a condition to the Closing pursuant to the Merger Agreement, on the Closing Date, the Company issued an aggregate of 19,348,954 RSUs under the 2024 Plan to Dr. Saadi (the “Special RSU Award”), the terms of which are described below under “—Narrative Disclosure to Summary Compensation Table—Equity Compensation.” The fair value per share for the Special RSU Award was determined to be $4.51 per share, equivalent to the closing price of the Company’s stock on the Closing Date, resulting in a total grant date fair value of $87,263,783. The fair value of the Special RSU Award as of December 31, 2025, was $6,385,155, based on a closing price per share of $0.33 on that date. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by our named executive officers that were outstanding as of December 31, 2025. Our named executive officers did not hold any outstanding stock options as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | Name | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ryan Saadi | 27,348,954(1) | $9,025,155(4) | | Kirti Desai | 750,000(2) | $247,500(4) | | Neal Flomenberg | 542,404(3) | $178,993(4) |
Outstanding Equity Awards at Fiscal Year-End
| (1) Reflects the June 2025 Award and the Special RSU Award. | | (2) Reflects the June 2025 Award. | | (3) Reflects the June 2025 Award and an award of 100,000 RSUs of Tevogen Bio originally granted on July 14, 2023 (the “2023 Flomenberg Award”), 50% of which remained unvested as of December 31, 2025, adjusted to reflect the Exchange Ratio and expressed in shares of common stock. The vesting of the 2023 Flomenberg Award requires the satisfaction of both a service-based condition and a performance-based condition (the “Liquidity Event Condition”). The Liquidity Event Condition was satisfied by the consummation of the Business Combination. The 2023 Flomenberg Award vested with respect to 25% of the RSUs on July 14, 2024 and 25% of the RSUs on July 14, 2025, and will vest with respect to additional tranches of 25% on each anniversary thereof, subject to continued service. In addition, as of December 31, 2025, Mr. Flomenberg held 121,204 RSUs that had vested but had not yet been settled into shares of common stock. | | (4) Computed by multiplying the closing price of $0.33 per share of the common stock on December 31, 2025 by the number of RSUs. |
Effect on Equity Compensation Plans and Outstanding Equity Awards
Effect on Equity Compensation Plans and Outstanding Equity Awards If approved by our stockholders at the Special Meeting and implemented by the Board, in its discretion, the principal effects of the Reverse Stock Split Amendment on the holders of RSUs and other securities granted or issued and outstanding under the 2024 Plan would be as follows:
Effect on Equity Compensation Plans and Outstanding Equity Awards
| ● | RSUs and Other Equity-Based Awards: The number of shares issuable under outstanding RSUs and all other outstanding equity-based awards would be reduced proportionately by the Reverse Stock Split Ratio; and |
Effect on Equity Compensation Plans and Outstanding Equity Awards
| ● | Shares Available for Issuance under the 2024 Plan: The number of shares of common stock available for future issuance under the 2024 Plan (including the additional shares that will be available if our stockholders approve the 2024 Plan Amendment Proposal) would be reduced proportionately. |