DEF 14A of Skye Bioscience, Inc., Apr 25, 2025

DEF 14A of Skye Bioscience, Inc.

Filed Apr 25, 2025 · FY20240001516551-25-000035

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | Narrative Disclosure to Summary Compensation Table | 36 | | Retirement Plans | 40 | | Change in Control Benefits | 40 | | Outstanding Equity Awards at Fiscal Year-end | 41 | | Equity Compensation Plan Information | 43 | | Pay Versus Performance | 44 | | Compensation Actually Paid and Cumulative TSR of the Company | 46 | | Compensation Actually Paid and Net Income | 46 | | Policies and Practices Related to the Grant of Equity Grant Awards | 47 | | Certain Relationships And Related Person Transactions | 48 | | Director and Executive Officer Compensation | 48 | | Employment Agreements | 48 | | Indemnification Agreements | 48 | | Bird Rock Bio Acquisition and 2023 PIPE Financing | 48 | | 2024 PIPE Financings | 49 | | Policies and Procedures for Related Party Transactions | 50 | | Householding Of Proxy Materials | 51 | | Stockholder Proposals | 52 | | Adjournment of the Special Meeting of Shareholders | 53 | | Where You Can Find More Information | 54 | | Forward Looking Statements | 55 |

  2. Nominees for Election Until the 2026 Annual Meeting of Stockholders

    Nominees for Election Until the 2026 Annual Meeting of Stockholders The following table sets forth the name, age, position and tenure of each of our directors who are up for re-election at the Annual Meeting:

  3. Nominees for Election Until the 2026 Annual Meeting of Stockholders

    | Name | Age | Present Position | Director Since | | Paul Grayson | 60 | Chairman of the Board | 2023 | | Deborah Charych | 61 | Director | 2023 | | Punit Dhillon | 44 | Director and Chief Executive Officer | 2018 | | Annalisa Jenkins | 59 | Director | 2024 | | Karen Smith | 57 | Director | 2024 | | Andrew J. Schwab | 54 | Director | 2023 |

  4. Nominees for Election Until the 2026 Annual Meeting of Stockholders

    The following includes a brief biography of each of the nominees standing for election to the Board of Directors at the Annual Meeting, based on information furnished to us by each director nominee, with each biography including information regarding the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee of the Board of Directors (the “Nominating and Corporate Governance Committee”) and the Board of Directors to determine that the applicable nominee should serve as a member of our Board of Directors.

  5. Nominees for Election Until the 2026 Annual Meeting of Stockholders

    | Skye Bioscience, Inc. | 9 | 2025 Proxy Statement |

  6. Directors

    Directors

  7. Paul Grayson

    Paul Grayson

  8. Age: 60

    Age: 60

  9. Director Since: 2023

    Director Since: 2023 Paul Grayson has served on our Board of Directors since the closing of our merger with Bird Rock Bio, Inc. (“Bird Rock Bio”) in August 2023. Mr. Grayson was appointed as Chairman of the Board of Directors in October 2024. Mr. Grayson has served as President and Chief Executive Officer [and director] of Radionetics Oncology, Inc., a clinical stage biotechnology company focused on novel radiopharmaceutical products, since November 2023. From July 2020 to November 2023, Mr. Grayson served as President and Chief Executive Officer of Tentarix Biotherapeutics Inc., a biotechnology company. Mr .Grayson served as President and Chief Executive Officer of Bird Rock Bio, a clinical stage biopharmaceutical company, from June 2011 until its acquisition by the Company in August 2023. From November 2019 to July 2020, Mr. Grayson also served as a partner at Versant Ventures, a venture capital firm. Mr. Grayson received a Bachelor of Arts in Biochemistry and Computer Science from the University of California, Los Angeles and a Master of Business Administration from the University of California, Irvine. We believe Mr. Grayson’s extensive experience in the biotechnology industry give him the qualifications and skills necessary to serve as a director of the Company.

  10. Director Since: 2023

    | Skye Bioscience, Inc. | 10 | 2025 Proxy Statement |

  11. Deborah Charych

    Deborah Charych

  12. Age: 61

    Age: 61

  13. Director Since: 2023

    Director Since: 2023 Deborah Charych, Ph.D., has served as member of our Board of Directors since February 2023. From October 2018 to September 2022, Dr. Charych served as the Co-Founder, Chief Technology Officer, and Advisor of RayzeBio, Inc, an oncology company focused on the targeted delivery of radionuclides. Dr. Charych conceived and led the scientific and operational R&D strategy for RayzeBio, acquired by BMS for $4.1 billion, leading a successful Series A financing and launch in August 2020, as well as subsequent Series B, C, and D rounds. Prior to launching RayzeBio, Dr. Charych held a number of scientific leadership positions in biotech companies focused on translational drug development. From 2017 to 2019, she founded Third Rock Ventures, creating new biotech companies based on strong science, co-founding Maze Therapeutics, which focuses on harnessing the power of human genetics, functional genomics, and data science to advance our understanding of how to more effectively treat patients with severe rare and common diseases. From 2010 to 2018, Dr. Charych served as Executive Director of Preclinical and Translational Research at Nektar Therapeutics. At FivePrime Therapeutics from 2007 to 2010, Dr. Charych was the Director of Biologics Process Development/CMC/Protein Chemistry. From 1998 to 2006, while at Chiron Corporation, she initiated and led a large proteomics effort to guide oncology target discovery, including the discovery of peptide-mimetic binders ('peptoids'). During her time at Lawrence Berkeley National Laboratory from 1993 to 1998, she assumed an academic leadership role as a tenured Principal Investigator, focusing on new biomaterials. Dr. Charych earned a PhD in Physical Chemistry from the University of California in Berkeley, CA and a B.S. in Chemistry from Carnegie- Mellon University in Pittsburgh, PA. We believe Dr. Charych’s education and significant experience with a wide variety of life science companies give her the qualifications and skills necessary to serve as a director of the Company.

  14. Director Since: 2023

    | Skye Bioscience, Inc. | 11 | 2025 Proxy Statement |

  15. Punit Dhillon

    Punit Dhillon

  16. Age: 44

    Age: 44

  17. Director Since: 2018

    Director Since: 2018 Punit Dhillon currently serves as a member of the Board of Directors and as the Company’s President and Chief Executive Officer. Mr. Dhillon was appointed as a member of the Board of Directors in January 2018. From December 2019 until October 2024, Mr. Dhillon was the Chairman of the Board of Directors. In August 2020, Mr. Dhillon was appointed as the Company's Chief Executive Officer. Mr. Dhillon was the co-founder and former President & CEO of OncoSec Medical, Inc. (NASDAQ: ONCS), a biopharmaceutical company developing cancer immunotherapies for the treatment of solid tumors, where he served as an executive until March 2018 and as a director until February 2020. He led OncoSec through over $250 million in capital raised, NASDAQ listing and launched the registration study, KEYNOTE695, of their proprietary immunotherapy product for melanoma in combination with Keytruda, based on a drug collaboration with Merck. Prior to that, from September 2003 to March 2011, Mr. Dhillon served as Vice President of Finance and Operations at Inovio Pharmaceuticals, Inc. (NASDAQ: INO), a DNA vaccine development company. Collectively, Mr. Dhillon has led and assisted in raising over $500 million through financings and mergers and acquisitions deals, as well as several licensing and development transactions with large pharmaceutical companies including Merck & Co., Inc. (NYSE: MRK), Bristol Myers Squibb Co (NYSE: BMY), and Pfizer Inc. (NYSE: PFE). Mr. Dhillon also co-founded and is the director of YELL Canada, a registered Canadian charity that partners with schools to support entrepreneurial learning. Mr. Dhillon received his Bachelor of Arts Honors degree in Political Science with a minor in Business Administration from Simon Fraser University. We believe Mr. Dhillon's experience in the biotechnology and pharmaceutical industry and his experience with publicly traded companies give him the qualifications necessary to serve as an officer and director of the Company.

  18. Director Since: 2018

    | Skye Bioscience, Inc. | 12 | 2025 Proxy Statement |

  19. Annalisa Jenkins

    Annalisa Jenkins

  20. Age: 59

    Age: 59

  21. Director Since: 2024

    Director Since: 2024 Annalisa Jenkins, MBBS, FRCP, has served as a member of our Board of Directors since February 2024. From November 2017 until April 2019, Dr. Jenkins served as the Chief Executive Officer of PlaqueTec Ltd., a biotechnology company focusing on coronary artery disease treatment and prevention. Previously, Dr. Jenkins served as the Chief Executive Officer and a member of the board of directors of Dimension Therapeutics, Inc. (Nasdaq: DMTX), a gene therapy company focused on rare and metabolic diseases associated with the liver, from September 2014 until its sale to Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE) in November 2017. From October 2013 to March 2014, Dr. Jenkins served as Executive Vice President, Head of Global Research and Development for Merck Serono Pharmaceuticals, a biopharmaceutical company. Previously, from September 2011 to October 2013, she served as Merck Serono’s Executive Vice President, Global Development and Medical, and was a member of Merck Serono’s executive committee. Prior to that, Dr. Jenkins pursued a 15-year career at Bristol-Myers Squibb Company, a biopharmaceutical company, where, from July 2009 to June 2011 she was a Senior Vice President and Head of Global Medical Affairs. Dr. Jenkins is currently a non-executive director of Genomics England. Dr. Jenkins serves on the board of directors of Affimed GmbH (Nasdaq: AFMD), Mereo BioPharma Group plc (Nasdaq: MREO), Compass Pathways PLC (Nasdaq: CMPS) and a number of privately held biotechnology and life science companies, including the board of directors of four privately listed European based fund platforms investing into the life sciences sector. Previously within the past five years, Dr. Jenkins served on the board of directors of Ardelyx, Inc. (Nasdaq: ARDX), AgeX Therapeutics, Inc. (NYSE American: AGE), Avrobio, Inc. (Nasdaq: AVRO) and Oncimmune Holdings plc (LSE: ONC). Dr. Jenkins serves on a number of charitable boards, advisory boards and contributes publicly on leadership with purpose, social entrepreneurship, diversity and innovation. Dr. Jenkins graduated with a degree in medicine from St. Bartholomew’s Hospital in the University of London and subsequently trained in cardiovascular medicine in the U.K. National Health Service. Earlier in her career, Dr. Jenkins served as a Medical Officer in the British Royal Navy during the Gulf Conflict, achieving the rank of Surgeon Lieutenant Commander. We believe Dr. Jenkins is qualified to serve as a director of our Company based on her industry experience and her executive experience with companies in our industry.

  22. Director Since: 2024

    | Skye Bioscience, Inc. | 13 | 2025 Proxy Statement |

  23. Karen Smith

    Karen Smith

  24. Age: 57

    Age: 57

  25. Director Since: 2024

    Director Since: 2024 Karen L. Smith, M.D., Ph.D., M.B.A., L.L.M., has served on our Board of Directors since July 2024. Dr. Smith is a life sciences thought leader with over 20 years of biopharmaceutical experience bringing drugs into the clinic and through commercialization. She has been a key contributor to the successful development of multiple FDA and EMA approved products in several therapeutic areas, including oncology (Herceptin, Vyxeos), rare disease (Defitelio), cardiology (Irbesartan), dermatology (Voluma, Botox), neuroscience (Abilify) and anti-infectives (Teflaro). Since November 2018, Dr. Smith has been providing consulting services internationally. Dr. Smith most recently served as Chief Medical Officer for Quince Therapeutics, Inc./Novosteo, Inc., a private biopharmaceutical company from January 2022 to September 2023, having previously served as Chief Medical Officer for Emergent BioSolutions, Inc. from April 2020 to December 2021. From May 2019 to January 2020, Dr. Smith served as President and Chief Executive Officer of Medeor Therapeutics, Inc., a biotechnology company. From June 2018 to May 2019, Dr. Smith served as Chief Executive Officer of Eliminate Cancer, Inc. From April 2015 to May 2018, she served as the Global Head of Research & Development and Chief Medical Officer of Jazz Pharmaceuticals plc, a biopharmaceutical company, where she built the R&D function into a pipeline of neuroscience and oncology products across all stages of discovery and development. From 2011 to 2015, she was Senior Vice President, Global Medical Affairs and Global Therapeutic Area Head (Dermatology) for Allergan, Inc., a multi-specialty health care company. Earlier in her career, she held senior leadership roles at AstraZeneca plc and Bristol Myers Squibb Company. Dr. Smith holds several degrees, including an M.D. from the University of Warwick, a Ph.D. in oncology from the University of Western Australia, an M.B.A. from the University of New England and an L.L.M. (Masters in Law) from the University of Salford. Dr. Smith serves on the board of directors of Sangamo Therapeutics, Inc. (Nasdaq: SGMO), Aurinia Pharmaceuticals, Inc. (Nasdaq: AUPH), a public pharmaceutical company, Context Therapeutics Inc. (Nasdaq: CNTX) and another private biotechnology company. Dr. Smith previously served on the board of directors of Talaris Therapeutics, Inc., a public biotechnology company from June 2022 to October 2023, Antares Pharma, Inc., a public pharmaceutical company from March 2019 to May 2022, Acceleron Pharma, Inc., a public biopharmaceutical company from November 2017 to December 2021, Sucampo Pharmaceuticals, Inc. from July 2017 to February 2018, and Forward Pharma A/S, from June 2016 to June 2017, and serves as the chair of the Strategic Advisory Board of Emyria Limited, a healthcare technology and services company. We believe Dr. Smith is qualified to serve as a director of our Company based on extensive executive experience in global research and development and tenure on prior public company boards.

  26. Director Since: 2024

    | Skye Bioscience, Inc. | 14 | 2025 Proxy Statement |

  27. Director Compensation

    Director Compensation Under our director compensation program , each non-employee director receives the cash and equity compensation for board services described below. Our Compensation Committee and Board of Directors have primary responsibility for reviewing and approving the compensation paid to non-employee directors. Our Compensation Committee periodically reviews the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by our independent compensation consulting firm, Anderson Pay Advisors, LLC (“Anderson”), regarding practices at comparable companies. As part of this analysis, Anderson, reviews non-employee director compensation trends and data from companies comprising the same peer group used by our Compensation Committee in connection with its review of executive compensation. Based on this review, our Compensation Committee makes adjustments to the non-employee director compensation program in an effort to provide competitive compensation to our non-employee directors. In February 2024, our Compensation Committee, reviewed our director compensation program and recommended to the Board of Directors, and the Board of Directors approved, an amendment to our director compensation program to increase the number of shares subject to the initial option award and annual option award to be made to our non-employee directors to 40,000 and 35,000, respectively. Additionally, in February 2024, the Board of Directors, based on the recommendation of the Compensation Committee, granted Mr. Grayson 100,000 restricted stock units (“RSUs”) that vest upon the achievement of the following milestones, subject to Mr. Grayson’s continued service with the Company on the applicable vesting date: (i) 25% vests upon the Company achieving a market capitalization of $750 million and a stock price of $20.00 per share, (ii) an additional 25% vests upon the Company achieving a market capitalization of $1 billion and a stock price of $25.00 per share, (iii) an additional 25% vests upon the Company achieving a market capitalization of $1.25 billion and a stock price of $30.00 per share and (iv) an additional 25% vests upon the Company achieving a market capitalization of $1.5 billion or greater and a stock price of $35.00 per share. Upon a Change in Control (as defined in the Skye Bioscience, Inc. Amended and Restated Omnibus Incentive Plan (the “Amended and Restated Plan”)), all of the restricted stock units will become fully vested. This grant was made in recognition of Mr. Grayson’s unique skills, experience and contributions to the Company. In October 2024, our Compensation Committee, in consultation with Anderson, recommended to the Board of Directors for approval, and the Board of Directors approved, a director retention stock option award to purchase 70,000 shares of our common stock to each of our non-employee directors, with each such stock option award vesting in equal monthly installments during the one year following the grant date, subject to the director’s continued service on our Board of Directors. In October 2024, our Compensation Committee, in consultation with Anderson, reviewed our non-employee director cash compensation program and recommended to the Board of Directors, and the Board of Directors approved, certain changes to the cash compensation for our non-employee directors to align with the level of compensation of directors in our 2024 peer group. Such changes are described in the “Cash Compensation” section below. Compensation paid to our non-employee directors is subject to the annual limits on non-employee director compensation set forth in our Amended and Restated Plan. As provided in the Amended and Restated Plan, our Board of Directors or its authorized committee may make exceptions to this limit for individual non-employee directors, as the Board of Directors or its authorized committee may determine in its discretion. We have reimbursed and will continue to reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our Board of Directors and committees of our Board of Directors.

  28. Director Compensation

    | Skye Bioscience, Inc. | 20 | 2025 Proxy Statement |

  29. Director Compensation

    Cash Compensation Non-employee directors are entitled to receive the following cash compensation for their services under the program: •$50,000 per year for service as a member of the Board of Directors (increased from $40,000 in October 2024) •$50,000 per year for service as the chairman of the Board of Directors, if one is appointed as such and is a non-employee director •$20,000 per year for service as chairperson of the Audit Committee •$10,000 per year for service as a member of the Audit Committee •$15,000 per year for service as chairperson of the Compensation Committee (increased from $10,000 in October 2024) •$7,500 per year for service as a member of the Compensation Committee (increased from $3,500 in October 2024) •$10,000 per year for service as chairperson of the Nominating and Corporate Governance Committee (increased from $5,000 in October 2024) •$5,000 per year for service as a member of the Nominating and Corporate Governance Committee (increased from $2,500 in October 2024) Each non-employee director who serves as the chairperson of a committee does not receive the additional annual cash fee for serving as a member of the committee. Equity Compensation Initial Option Award. Each person who first becomes a non-employee director is entitled to receive a one-time award of 40,000 stock options which vest in twelve equal monthly installments. This amount was increased from 20,000 stock options in February of 2024. Annual Option Award. Each non-employee director is entitled to receive, an annual stock option award to purchase 35,000 stock options that vest in twelve equal monthly installments. This amount was increased from 20,000 stock options in February of 2024. In the event of a Change in Control (as defined in our Amended and Restated Plan), each director is entitled to full accelerated vesting in their outstanding company equity awards, including any initial stock option award or annual stock option award, immediately prior to the consummation of the Change in Control. All initial stock option awards and annual stock option awards have an exercise price equal to the fair market value of a share of our common stock on the date of grant, and a maximum term of 10 years.

  30. Director Compensation

    | Skye Bioscience, Inc. | 21 | 2025 Proxy Statement |

  31. 2024 Director Compensation Table

    2024 Director Compensation Table The following table summarizes cash and stock compensation received by our non-employee directors during the year ended December 31, 2024. Mr. Dhillon is not included in the following table as he served as an executive officer during 2024 and his compensation is included in the Summary Compensation Table in the “Executive Compensation and Other Information” section below.

  32. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Deborah Charych | 47,245 | — | 642,936 | — | 690,180 | | Paul Grayson | 58,465 | 1,421,250 | 699,316 | — | 2,179,031 | | Annalisa Jenkins (2) | 50,427 | — | 699,316 | — | 749,743 | | Andrew J. Schwab | 42,204 | — | 642,936 | — | 685,140 | | Karen Smith (2) | 34,079 | — | 457,249 | — | 491,328 | | Praveen Tyle(3) | 42,601 | — | 180,300 | — | 222,901 | | Keith Ward(3) | 43,125 | — | 181,468 | — | 224,593 | | Margaret Dalesandro(3) | 33,083 | — | 182,279 | — | 215,363 |

  33. 2024 Director Compensation Table

    1.Consists of grants made in 2024 to the Company’ s non-employee directors pursuant to initial stock option awards, annual stock option awards and director retention awards, as applicable and for Mr. Grayson, his RSUs. The amounts reported under “Stock Awards” and “Option Awards” in the above table reflect the grant date fair value of these awards as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The value of stock option awards was estimated using the Black-Scholes option pricing model. The valuation assumptions used in the valuation of options granted may be found in Note 8 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by exercising stock options). Whether, and to what extent, a non-employee director realizes a financial benefit from the awards will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on our Board of Directors. 2.Dr. Jenkins and Dr. Smith were appointed to our Board of Directors in February 2024 and July 2024, respectively. 3.Dr. Tyle, Dr. Ward and Dr. Dalesandro resigned from our Board of Directors effective August 2024.

  34. 2024 Director Compensation Table

    | Skye Bioscience, Inc. | 22 | 2025 Proxy Statement |

  35. 2024 Director Compensation Table

    As of December 31, 2024, the current and former non-employee directors listed in the table above held the following number of outstanding equity awards:

  36. 2024 Director Compensation Table

    | Name | Stock Awards Outstanding at December 31, 2024 | Number of Securities Underlying Options Outstanding at December 31, 2024 | | Deborah Charych | — | 126,001 | | Paul Grayson | 161,563 | 105,000 | | Annalisa Jenkins | — | 110,000 | | Andrew J. Schwab | — | 125,001 | | Karen Smith | — | 110,000 | | Praveen Tyle | — | 57,101 | | Keith Ward | — | 57,001 | | Margaret Dalesandro | — | 57,601 |

  37. VOTE

    Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to beneficial ownership of our common stock as of April 18, 2025, by: •each person known to be the beneficial owner of 5% or more of our outstanding common stock; •each named executive officer (as defined in Item 402 of Regulation S-K promulgated under the Securities Act of 1933, as amended); •each director; and •all of the executive officers and directors as a group. Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Skye Bioscience, Inc. 11250 El Camino Real, Suite 100, San Diego, CA 92130. Except for information based on Schedules 13D/A and information collected in connection with our filing of the Post-Effective Amendment to the Registration Statement on Form S-1 (Registration No. 333-278286) on April 24, 2024, as indicated in the footnotes, beneficial ownership is stated as of April 18, 2025. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant or vesting of a restricted stock unit) within 60 days of April 18, 2025. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. Applicable percentage ownership is based on 30,974,558 shares of common stock outstanding on April 18, 2025. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

  38. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation that we paid during 2024 and, for Mr. Dhillon and Ms. Arsenault, 2023 to: (1) our principal executive officer; and (2) our two most highly compensated executive officers, other than the principal executive officer, who were serving as executive officers as of December 31, 2024. We refer to these officers as our named executive officers or NEOs.

  39. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1)(2) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($)(3) | Total ($) | | Punit Dhillon Chief Executive Officer | 2024 | 458,333 | — | 1,501,679 | 3,923,850 | 255,763 | 6,139,625 | | | 2023 | 450,000 | — | 994,364 | 92,974 | 270,000 | 1,807,338 | | Kaitlyn Arsenault Chief Financial Officer | 2024 | 365,000 | — | 408,393 | 1,355,071 | 138,361 | 2,266,825 | | | 2023 | 340,000 | — | 656,234 | 138,056 | 136,000 | 1,270,290 | | Tu Diep Chief Operating Officer | 2024 | 358,333 | — | 376,585 | 1,355,071 | 117,179 | 2,207,168 | | | 2023(3) | — | — | — | — | — | — |

  40. Summary Compensation Table

    1.Amounts reflect the full grant date fair value of RSUs and options, computed in accordance with Accounting Standards Codification (“ASC”) Topic 718 - Stock based compensation, rather than the amounts paid to or realized by the named executive officers. The value of stock option awards was estimated using the Black-Scholes option pricing model. For the market-based RSUs, the grant date fair value is calculated assuming the probable outcome of the market conditions on the date of grant using a Monte Carlo simulation model. The valuation assumptions used in the valuation of options and RSUs may be found in Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025 (the “2024 Form 10-K”). If the maximum level of performance is achieved, the grant date fair value of the RSUs granted to Mr. Dhillon, Ms. Arsenault ,and Mr. Diep in 2024 would be $1,456,000, $364,000, and $364,000, respectively. 2.On August 22, 2024, the Board approved a modification to the terms of the RSUs issued on August 25, 2023, and September 29, 2023 to the NEOs to change the performance-based condition to a market-based condition, as described further under the heading “Narrative Disclosure to 2024 Summary Compensation Table – Executive Compensation Elements – Equity Compensation.” The incremental fair value with respect to the modified awards, computed as of the modification date in accordance with FASB ASC Topic 718, is included in the “Stock Awards” column of the Summary Compensation Table for 2024. The total amount of such incremental fair value for each of Mr. Dhillon, Ms. Arsenault, and Mr. Diep is $80,429, $53,080, and $21,272, respectively. 3.Amounts reflect the cash incentives earned by our named executive officers for the applicable year.Annual cash incentive awards earned were based upon achievement of corporate and individual performance goals as determined by the Compensation Committee and Board of Directors. 4.Mr. Diep was not a named executive officer in 2023.

  41. Outstanding Equity Awards at Fiscal Year-end

    Outstanding Equity Awards at Fiscal Year-end As of December 31, 2024, our named executive officers held the following outstanding Company equity awards:

  42. Outstanding Equity Awards at Fiscal Year-end

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Punit Dhillon CEO | 10/10/2018(2) | 800 | — | 76.25 | 10/10/2028 | | | | | | | 2/6/2020(2) | 1,560 | — | 27.50 | 2/6/2025 | | | | | | | 4/27/2020(2) | 1,950 | — | 15.00 | 4/27/2025 | | | | | | | 8/3/2020(2) | 1,170 | — | 20.00 | 8/3/2025 | | | | | | | 8/7/2020(2) | 32,400 | 3,600 | 11.25 | 8/7/2030 | | | | | | | 12/14/2021(4) | 9,270 | 3,090 | 14.50 | 12/14/2031 | | | | | | | 8/25/2023(5) | 3,005 | 6,008 | 3.50 | 8/25/2033 | | | | | | | 8/25/2023(6) | | | | | | | 20,278 | 57,387 | | | 9/29/2023(5) | 7,195 | 14,391 | 3.50 | 9/29/2033 | | | | | | | 9/29/2023(6) | | | | | | | 48,568 | 137,447 | | | 2/29/2024(5) | 26,041 | 98,959 | 14.56 | 3/1/2034 | | | | | | | 2/29/2024(7) | | | | | | | 100,000 | 283,000 | | | 10/28/2024(5) | 27,083 | 622,917 | 5.15 | 10/28/2034 | | | | | | Kaitlyn Arsenault CFO | 9/15/2021(3) | 1,240 | 360 | 30.00 | 9/15/2031 | | | | | | | 10/4/2021(3) | 4,960 | 1,440 | 22.50 | 10/4/2031 | | | | | | | 12/14/2021(4) | 5,310 | 1,770 | 14.50 | 12/14/2031 | | | | | | | 8/25/2023(5) | 4,461 | 8,922 | 3.50 | 8/25/2033 | | | | | | | 8/25/2023(6) | | | | | | | 13,382 | 37,871 | | | 9/29/2023(5) | 10,684 | 21,369 | 3.50 | 9/29/2033 | | | | | | | 9/29/2023(6) | | | | | | | 32,053 | 90,710 | | | 2/29/2024(5) | 15,625 | 59,375 | 14.56 | 3/1/2034 | | | | | | | 2/29/2024(7) | | | | | | | 25,000 | 70,750 | | | 10/28/2024(5) | 5,208 | 119,792 | 5.15 | 10/28/2034 | | | | |

  43. Outstanding Equity Awards at Fiscal Year-end

    | Skye Bioscience, Inc. | 41 | 2025 Proxy Statement |

  44. Outstanding Equity Awards at Fiscal Year-end

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Tu Diep COO | 10/5/2020(2) | 8,000 | 0 | 11.25 | 10/5/2030 | | | | | | | 12/14/2021(5) | 5,310 | 1,770 | 14.50 | 12/14/2031 | | | | | | | 8/25/2023(5) | 3,065 | 6,129 | 3.50 | 8/25/2033 | | | | | | | 8/25/2023(6) | | | | | | | 5,363 | 15,177 | | | 9/29/2023(5) | 7,340 | 14,681 | 3.50 | 9/29/2033 | | | | | | | 9/29/2023(6) | | | | | | | 12,846 | 36,354 | | | 2/29/2024(5) | 15,625 | 59,375 | 14.56 | 3/1/2034 | | | | | | | 2/29/2024(7) | | | | | | | 25,000 | 70,750 | | | 10/28/2024(5) | 5,208 | 119,792 | 5.15 | 10/28/2034 | | | | |

  45. Outstanding Equity Awards at Fiscal Year-end

    1.The market value of shares that have not vested is calculated based on the per share closing price of our common stock on December 31, 2024. 2.The options are fully vested. 3.The options vest as follows: 10% vests on the grant date and 90% vests in equal semi-annually installments thereafter over four years. 4.The options vest as follows: 25% vests on the first anniversary of the grant date and 1/48th vests monthly thereafter over three years following the first anniversary of the grant date. 5.The options vest 1/48th monthly over four years from the grant date. 6.The RSUs vest on achievement of following performance milestones: (i) 25% of the RSUs vest upon the Company achieving a market capitalization of $125 million, (ii) 25% of the RSUs vest upon the Company achieving a market capitalization of $250 million, (iii) 25% of the RSUs vest upon the Company achieving a market capitalization of $400 million and (iv) 25% of the RSUs vest upon the Company achieving a market capitalization of $500 million, in each case, subject to the executive’s continued service on the applicable vesting date. As of December 31, 2024, the performance milestones in (i), (ii) and (iii) had been achieved. The amounts reflected in the table represent the total number of RSUs that could be earned upon the achievement of milestone in (iv) above. 7.The RSUs vest on achievement of the following performance milestones: (i) 25% vests upon the Company achieving a market capitalization of $750 million and a stock price of $20.00 per share, (ii) an additional 25% vests upon the Company achieving a market capitalization of $1 billion and a stock price of $25.00 per share, (iii) an additional 25% vests upon the Company achieving a market capitalization of $1.25 billion and a stock price of $30.00 per share and (iv) an additional 25% vest upon the Company achieving a market capitalization of $1.5 billion or greater and a stock price of $35.00 per share, in each case, subject to the executive’s continued service on the applicable vesting date.

  46. Exercises of Options

    | Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for non-PEO NEOs(3) ($) | Average Compensation Actually Paid to non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return(5) ($) | Net Loss ($)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2024 | 6,139,625 | 2,823,424 | 2,236,997 | 1,141,803 | 21.77 | (26,567,123) | | 2023 | 1,807,338 | 1,254,456 | 1,270,290 | 874,797 | 20.92 | (37,644,784) | | 2022 | 668,481 | 304,870 | 469,087 | 314,576 | 31.15 | (19,481,602) |

  47. Compensation Actually Paid and Cumulative TSR of the Company

    Compensation Actually Paid and Cumulative TSR of the Company The graph below sets forth the relationship between the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEO, and the Company’s cumulative TSR over the three most recently completed fiscal years.

  48. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The graph below sets forth the amount of Compensation Actually Paid to our PEO, the amount of Compensation Actually Paid to our Non-PEO NEO, and our net income during the three most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  49. Compensation Actually Paid and Net Income

    | Skye Bioscience, Inc. | 46 | 2025 Proxy Statement |

  50. Compensation Actually Paid and Net Income

    Policies and Practices Related to the Grant of Equity Grant Awards The Compensation Committee and Board of Directors generally approve annual grants to executive officers at a meeting that occurs following performance review by the Compensation Committee and the Board of Directors. In addition to the annual grants, stock awards may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for our named executive officers. The following table contains information required by Item 402(x) of Regulation S-K about stock options granted to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of Current Reports on Form 8-K that disclosed material nonpublic information. The Company did not grant any stock options to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, or the filing of the Company’s Annual Report on Form 10-K.

  51. Compensation Actually Paid and Net Income

    | Name | Grant Date(1) | Number of Securities Underlying the Award (#) | Exercise Price of the Award ($/sh) | Grant Date Fair Value of the Award ($)(2) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (%) | | | Punit Dhillon | 2/29/2024 | 125,000 | 14.56 | 11.78 | | 6.10%(3) | | | 10/28/2024 | 650,000 | 5.15 | 3.77 | | -1.17%(4) | | Kaitlyn Arsenault | 2/29/2024 | 75,000 | 14.56 | 11.78 | | 6.10%(3) | | | 10/28/2024 | 125,000 | 5.15 | 3.77 | | -1.17%(4) | | Tu Diep | 2/29/2024 | 75,000 | 14.56 | 11.78 | | 6.10%(3) | | | 10/28/2024 | 125,000 | 5.15 | 3.77 | | -1.17%(4) |

  52. Compensation Actually Paid and Net Income

    1.On March 4, 2024, we filed a Current Report on Form 8-K announcing the appointment and departure of members of our Board of Directors. October 29, 2024, we filed a Current Report on Form 8-K announcing increases of base salaries for and grants of stock options to Mr. Dhillon and Ms. Arsenault and the appointment and resignation of our Chair of the Board. 2.Amounts reflect the grant date fair value of each option award granted, calculated in accordance with ASC 718. 3.Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the filing of the Company’s Current Report on Form 8-K on March 4, 2024 announcing the appointment and departure of directors ($16.73 per share) and the trading day beginning immediately following the filing of such Current Report on Form 8-K ($17.75 per share). 4.Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the filing of the Company’s Current Report on Form 8-K on October 29, 2024 announcing compensation changes for our NEOs ($5.15 per share) and the trading day beginning immediately following the filing of such Current Report on Form 8-K ($5.09 per share).

  53. Compensation Actually Paid and Net Income

    | Skye Bioscience, Inc. | 47 | 2025 Proxy Statement |

  54. Compensation Actually Paid and Net Income

    Certain Relationships and Related Person Transactions The following is a description of transactions since January 1, 2023 to which we have been a party, in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unaffiliated third parties.