DEF 14A of Innventure, Inc., Apr 30, 2026

DEF 14A of Innventure, Inc.

Filed Apr 30, 2026 · FY20250002001557-26-000092

Open on EDGAR

  1. TABLE OF CONTENTS

    | Securities Authorized for Issuance Under Equity Compensation Plans | 39 | | OTHER INFORMATION | 40 | | Proxy Materials | 40 | | Delivery of Proxy Materials to Households | 40 |

  2. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS Our Board is currently comprised of nine directors. As described in our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Bylaws, our Board is currently divided into three classes (Class I, Class II and Class III), each with a three-year term. The term of our Class II directors currently in office expires at this Annual Meeting; our Class III directors’ terms expire at the 2027 Annual Meeting; and our Class I directors’ terms expire at the 2028 Annual Meeting of Stockholders. Our Certificate of Incorporation provides that the successors to the class of directors whose term expires at each annual meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified. The N&CG Committee oversees an ongoing process to evaluate the composition of the Board in light of the Company’s strategic needs and to ensure that it reflects an appropriate balance of independence, skills, qualification and experience. In doing so, the N&CG Committee considers, among other factors, the independence of each director under applicable listing standards, the mix of professional backgrounds and areas of expertise represented on the Board, and the extent to which the Board collectively possesses the competencies necessary for effective oversight of a public company and the markets in which the Company and its subsidiaries operate. As part of this process, the N&CG Committee maintains and periodically reviews a skills and experience matrix that maps the qualifications of current directors against key areas of expertise, including strategy, operations, industry knowledge, financial and accounting acumen, public company governance and oversight, risk management and other relevant disciplines. Since October 2024, Bruce Brown has served on our Board as a Class II director and as Chair of the Compensation Committee. In November 2025, Mr. Brown was appointed to serve as the Board’s first Lead Independent Director. In light of Mr. Brown’s extensive experience as a director of public companies, leading organizations and commercializing innovations, as well as the significant value he has added to the Board during his tenure related to strategy, governance and risk management, the N&CG Committee recommended that the Board nominate Mr. Brown for reelection. Since October 2024, James O. Donnally has served on our Board as a Class II director, as Chair of the Audit Committee, where he also qualifies as an “audit committee financial expert,” as such term is defined in Item 407 of Regulation S-K, and as a member of the Compensation Committee. Due to Mr. Donnally’s over 30 years of experience in finance, accounting and company development, as well as the financial expertise he has provided during his Board service, the N&CG Committee recommended that the Board nominate Mr. Donnally for reelection. Beginning in 2025, as part of ongoing Board refreshment efforts, the N&CG Committee undertook a review of the Board’s composition with a focus on identifying potential new directors. The goal of these efforts included expanding independent representation on the Board to further align with public company governance standards and addressing areas for enhancement identified through the N&CG Committee’s review of the Company’s skills and experience matrix. In 2025, the Committee engaged an external search firm to assist in identifying independent director candidates. Through this process, the Committee identified Catriona Fallon as a candidate with extensive strategic finance and leadership experience, as well as significant experience chairing public company audit committees. The N&CG Committee believes that Ms. Fallon’s skills and experience will further complement the Board’s capabilities and support its oversight of the Company’s strategy and risk-management efforts. After reviewing the qualifications of each of Mr. Brown, Mr. Donnally and Ms. Fallon, the N&CG Committee recommended to the Board that each nominee be submitted to a vote of our stockholders at the Annual Meeting. The Board unanimously approved the N&CG Committee’s recommendation and nominated Mr. Brown, Mr. Donnally and Ms. Fallon as Class II director nominees for election at the Annual Meeting. If elected, the nominees will serve for a three-year term until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, disability, resignation, disqualification or removal. Each of Mr. Brown, Mr. Donnally and Ms. Fallon has indicated a willingness to serve if elected. The Board expects each nominee to be able to serve if elected and has no reason to believe that any of the nominees will be unable to serve if elected. However, if a director nominee should be unable to serve, or for good cause will not serve, proxies may be voted for a substitute nominee designated by Innventure’s Board of Directors. To be elected, each Class II director nominee must receive a plurality vote of the votes cast. If you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will vote to elect Bruce Brown, James O. Donnally and Catriona Fallon as Class II directors. 7 You may vote “for” or “withhold” authority to vote for each of the director nominees. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Broker non-votes will have no effect on the election of the nominees.

  3. Board Recommendation

    Board Recommendation Our Board of Directors unanimously recommends that you vote “FOR” the election of each of Bruce Brown, James O. Donnally and Catriona Fallon as Class II directors. 8

  4. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  5. Our Board of Directors

    Our Board of Directors

  6. Class II Director Nominees

    Class II Director Nominees Bruce Brown, 67, is a Class II director of Innventure and has served as Innventure’s Lead Independent Director since November 12, 2025 and as a director of Innventure since October 2024. Mr. Brown retired from P&G in 2014 after 34 years of service, including six years with the company as Chief Technology Officer (“CTO”), where he was responsible for the company’s R&D Organization, and Innovation & Technology Programs. Before his tenure as CTO, he worked with P&G in Europe & Asia driving international business expansions. Mr. Brown currently serves on the board of Magnera Corporation, a global manufacturing company (NYSE: MAGN), and has previously served on the board of Nokia Corporation, a Finnish telecommunications, information technology, and consumer electronics corporation (NYSE: NOK), where, after 11 years and upon reaching the tenure limit, he concluded his term in 2023. Formerly, Mr. Brown was a director of Medpace Holdings, Inc. (Nasdaq: MEDP) from 2016 to 2019. Mr. Brown was appointed in 2011 by the Government of Singapore as a member of the board of directors of the Agency for Science, Technology, and Research (ASTAR), giving him experience on how to operate within and through government agencies across the globe. Mr. Brown has also served on the board of directors of Xavier University in Cincinnati, Ohio. Mr. Brown has a B.S. in Chemical Engineering from the Polytechnic Institute of New York University, and an MBA in Marketing and Finance from Xavier University. The Company believes that Mr. Brown is well qualified to serve as a member of the Board due to his extensive experience as a director of public companies, leading organizations and commercializing innovations. James (“Jim”) O. Donnally, 61, is a Class II director of Innventure and has served as director for Innventure since October 2024. Mr. Donnally has served as the Managing Member of Bellringer Consulting Group, LLC, a startup consulting company and the General Partner of the Glockner Family Venture Fund, LP, since 2023 and served as a Manager of Innventure LLC from 2015 until 2024. He previously served as the Vice President and Chief Financial Officer for Glockner Enterprises, whose family office investment thesis is around green technology manufacturing and was the original funding partner for Innventure, PureCycle Technologies, Inc. (“PureCycle” or “PCT”) and AeroFlexx, LLC (“AeroFlexx”), from 1996 to 2023. Glockner Enterprises includes a commercial finance division, captive and independent insurance agencies and franchise automobile dealerships in Ohio and Kentucky. Mr. Donnally was the Chief Financial Officer for PureCycle, an innovative plastic waste processing company, from January 2017 to December 2020. In his prior role as Chief Financial Officer at Glockner Enterprises, he managed the Information Technology, Human Resources, Accounting and Legal departments, giving him the ideal view of the inner workings of the enterprise – such as treasury and other asset management, lender and regulatory relations and employee benefit administration. Prior to joining Glockner Enterprises in 1996, Mr. Donnally was a Certified Public Accountant at Hayflich & Steinberg, where he performed for- profit audit, review, compilation and tax engagements for regional wholesale, retail, manufacturing and service concerns, specializing in consolidations. Mr. Donnally received his bachelor’s in accounting with minors in economics, finance, philosophy, psychology and theater in 1991 from Marshall University. The Company believes Mr. Donnally is qualified to serve as a member of the Board due to his over 30 years of experience in finance, accounting and company development. Catriona Fallon, 55, is a nominee for election to the Board. Since 2021, Ms. Fallon has served as an interim and fractional chief financial officer for a number of private and high-growth companies, including Whitehouse Post Companies, an editing and production company, SambaNova AI, an AI infrastructure company, and Aktana, a software company focusing in the global life sciences industry. From 2019 to 2021, Ms. Fallon served as Chief Financial and Administrative Officer of Hitachi Vantara, a subsidiary of Hitachi, Ltd., where she led the company’s global financial reporting and analysis, controllership, tax, treasury, internal audit and controls, real estate, facilities and financial shared services functions. Prior to that, Ms. Fallon served as general manager of Silver Spring Networks following its acquisition by Itron and, prior to the acquisition, as Chief Financial Officer of Silver Spring Networks. Ms. Fallon previously served as Executive Vice President and Chief Financial Officer of Marin Software and also held finance and strategic leadership roles at Cognizant Technology Solutions and Hewlett-Packard, and served as an equity analyst at Citigroup. Ms. Fallon currently serves on the boards of directors of Arlo Technologies, Inc. (NYSE: ARLO) and Palomar Holdings, Inc. (Nasdaq: PLMR), where she chairs the audit committee of each company. Ms. Fallon holds an M.B.A. from Harvard Business School and a B.A. in economics from the University of California, Los Angeles. She is a two-time Olympic rower for the USA. The Company believes that Ms. Fallon is well qualified to serve as a member of the Board due to her extensive financial and strategic leadership experience, including as a chief financial officer of public and private companies, and her public company board and audit committee experience. 9

  7. Class I Directors Continuing in Office

    Class I Directors Continuing in Office Michael Amalfitano, 65, is a Class I director of Innventure and has served as director of Innventure since October 2024. Mr. Amalfitano has served as the President and Chief Executive Officer of Embraer Executive Aircraft, Inc., an operating subsidiary of Embraer Aircraft Holdings and Embraer S.A., a global aircraft manufacturing and sales company (“Embraer”), since 2017. Prior to joining Embraer, Mr. Amalfitano served as Executive Vice President, Senior Managing Director of Business Aviation at Stonebriar Commercial Finance, a financing solution company, from 2015 to 2017. Mr. Amalfitano also led as Managing Director, Executive Head of Global Corporate Aircraft Finance at Bank of America Merrill Lynch for over 22 years, following a decade-long tenure in sales management at GE Capital. Mr. Amalfitano also currently serves as a director of Eve Holding, Inc., a publicly traded air mobility solutions company (NYSE: EVEX). He is also a member of the Board of Trustees at Embry-Riddle Aeronautical University (ERAU) and serves on their Finance and Investment Committees. Mr. Amalfitano currently serves on the Finance, Investment, and Strategic Committees of the General Aviation Manufacturer’s Association, is a member of the Advisory Council and Leadership Council of the National Business Aviation Association, and serves on the board of the Corporate Angel Network, a non-profit company. Past board positions include former four-term OEM President of the International Aircraft Dealers Association, Chairman of the Associate Members Advisory Council for the National Aircraft Resellers Association, and former two-term President of the National Aircraft Finance Association. Mr. Amalfitano holds a B.A. in Economics and a Master’s in Financial Management from Fairfield University in Fairfield, Connecticut. The Company believes that Mr. Amalfitano is well qualified to serve as a member of the Board due to his significant executive leadership, corporate governance and financial expertise and public company director experience. Gregory William (“Bill”) Haskell, 69, is Innventure’s Chief Executive Officer and a Class I director and has served as director of Innventure since October 2024. Mr. Haskell previously served as Chief Executive Officer and Manager of Innventure LLC from 2021 until 2024. Prior to his time with Innventure LLC, he was a co-founder and President of both XL Vision and XL TechGroup (“XLTG”), which created the foundational business building methodology upon which Innventure is based, from 1993 to 1999 and 2001 to 2011, respectively. Mr. Haskell has worked with the key principals of Innventure for over 20 years. He has also served as a Chief Executive Officer of a London Stock Exchange- listed company and has been a director of over a dozen companies. From 2019 to 2021, Mr. Haskell was a partner at Bellview Associates, a boutique investment bank focused on converting private companies into employee-owned enterprises. He has over 30 years of experience in company creation and development. Mr. Haskell holds a B.S. degree in engineering and conducted post-graduate work in applied mathematics at Iowa State University. The Company believes Mr. Haskell is qualified to serve as a member of the Board due to his significant corporate leadership experience, deep understanding of our business and extensive experience creating and operating technology companies. John Hewitt, 56, is a Class I director and has served as director of Innventure since April 2026. Since June 2022, Mr. Hewitt has served as Chief Executive Officer and a director of Robertshaw Controls, a provider of technical solutions that control the flow of gas, water and other fluids across a variety of markets. Prior to joining Robertshaw Controls, Mr. Hewitt served as President of the Americas region for Vertiv, a digital infrastructure company focusing on data centers, from October 2017 to March 2022, where he led a $2.3 billion profit and loss business with more than 11,000 employees. Mr. Hewitt previously held leadership roles at TE Connectivity, including leading the company’s Data and Devices business and helping establish an internal start-up focused on connectivity solutions for the global e-Mobility market. Earlier in his career, Mr. Hewitt served in management and leadership roles at Motorola and in business development positions at Baker Hughes. Mr. Hewitt currently serves on the boards of directors of Accelsius LLC, the Company’s subsidiary, and Ideal Industries, Inc.. Mr. Hewitt earned an M.B.A. from the Thunderbird School of Global Management and a B.S. in Finance and Accounting from Oklahoma State University. The Company believes that Mr. Hewitt is well qualified to serve as a member of the Board due to his extensive executive leadership experience and his track record of driving growth and operational performance across global technology and industrial businesses.

  8. Class III Directors Continuing in Office

    Class III Directors Continuing in Office Michael (“Mike”) Otworth, 64, is Innventure’s Executive Chairman and a Class III director and has served as director of Innventure since October 2024. Mr. Otworth has served as Executive Chairman of Innventure LLC since 2015. Mr. Otworth was the Founding Chief Executive Officer and Chairman of the Board of PureCycle Technologies, Inc. (“PureCycle” or “PCT”; Nasdaq: PCT), an innovative plastic waste processing company, from 2015 to 2022. Mr. Otworth and team took PCT from an early-stage concept to an operational pilot and funded its first commercial plant, followed by a successful public offering in March of 2021. Prior to PCT, Mr. Otworth served as President and Founding Partner of Green Ocean Innovation, a company that provided technology sourcing, innovation strategy, and development services to Lilly/ Elanco Animal Health, from 2008 to 2015. Mr. Otworth also served as Vice-President and Founding Chief Executive Officer of multiple start-ups at XLTG from 1996 to 2000. Mr. Otworth began his career on Capitol Hill working as a 10 legislative aide and committee staff member in the U.S. House of Representatives. The Company believes Mr. Otworth is qualified to serve as a member of the Board due to his more than 25 years of experience leading start-ups in the technology industry, as well as his deep understanding of our business. Suzanne Niemeyer, 55, is Innventure’s General Counsel and a Class III director and has served as director of Innventure since October 2024. She also serves as a director for Refinity Holdings, LLC (“Refinity Holdings”). From 2019 to 2024, Ms. Niemeyer served as the General Counsel and Corporate Secretary at Magis Capital Partners, a private equity company with a focus on fintech solutions. From 2003 to 2019, Ms. Niemeyer served as General Counsel, Managing Director, Corporate Secretary and a member of the Acquisitions Committee at Actua Corporation (Nasdaq: ACTA) (formerly Internet Capital Group), where she was previously the Vice President of Legal from 2000 to 2003. While serving Actua, Ms. Niemeyer structured and negotiated dozens of complex mergers and acquisitions transactions, oversaw public company compliance with SEC regulations, and presided over all aspects of corporate governance, including stockholder engagement. Prior to joining Actua, Ms. Niemeyer was an Associate in the Corporate Department at Dechert LLP. Ms. Niemeyer has previously served on the board of directors for Astea International Inc. (USOTC: ATEA) (June to December 2019) where she chaired an independent committee that facilitated the sale of the company to IFS, Acquirgy, Inc., Bryn Mawr Rehabilitation Hospital Foundation, and Investor Force Holdings. Ms. Niemeyer has a B.A. from Duke University, and a J.D. from Georgetown University Law Center. The Company believes that Ms. Niemeyer is well qualified to serve as a member of the Board due to her legal and business acumen and her significant experience in corporate governance matters, strategic transactions and advising publicly-traded companies. Elizabeth Williams, 57, is a Class III director of Innventure and has served as director of Innventure since October 2024. Ms. Williams has served as Managing Partner and Founder of &Minds Partners, a consulting firm, since 2019 and is also a full time Finance faculty member at the University of Dayton’s Business School. Before founding &Minds Partners, Ms. Williams held roles of increasing responsibility, ultimately leading Corporate Development and Strategy functions as a C-Suite executive for several Fortune 500 industrial businesses. Ms. Williams was formerly the Vice President of Commercial and Industrial Customer Journey and Products at Entergy Corporation, a publicly-traded energy company (NYSE: ENT) from 2021 to 2022, where she helped large industrial processing businesses achieve sustainability goals through emission reduction solutions. From 2017 to 2019, Ms. Williams was the Senior Vice President of Strategy and Corporate Development at Tenneco Inc., where she focused on improving financial and capital markets performance by defining long-term strategy. Ms. Williams served as the Vice President and Head of Corporate Strategy from 2014 to 2016 at Maersk, where she simultaneously helped capitalize on end of life oil fields, and reduced portfolio risk from oil price exposures. From 2011 to 2014, she was the Senior Vice President and Head of Corporate Strategy at ABB, where she spearheaded the strategic planning, implementation, and execution of $20 billion in institutional investments over four years, including R&D allocation, selling, general, and administrative expenses, mergers and acquisitions, and capital expenditure initiatives. Prior to 2011, Ms. Williams served as the Director of Corporate Development at United Technologies. Ms. Williams has a B.A. in economics from Stanford University, and an MBA from the University of Chicago. The Company believes that Ms. Williams is well qualified to serve as a member of the Board due to her significant experience in corporate strategy and development and her financial literacy.

  9. Limitation of Liability and Indemnification of Directors and Executive Officers

    Limitation of Liability and Indemnification of Directors and Executive Officers Innventure has entered into indemnification agreements with each of Innventure’s directors and executive officers, the form of which is attached as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 14, 2025. The indemnification agreements require Innventure to indemnify its directors and executive officers to the fullest extent permitted by Delaware law.

  10. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION As an emerging growth company and smaller reporting company, Innventure has opted to comply with the executive compensation disclosure rules applicable to “emerging growth companies” and “smaller reporting companies” as each such term is defined in the rules promulgated under the Securities Act, which, in general, require compensation disclosure for Innventure’s principal executive officer and its two other most highly compensated executive officers. Innventure’s principal executive officer and its two other most highly compensated executive officers are referred to herein as our named executive officers (the “NEOs”). Additionally, as an emerging growth company, Innventure is not required to submit an advisory vote to approve the compensation of its named executive officers ("Say-on-Pay") or an advisory vote on the frequency of Say-on-Pay votes ("Say-on-Frequency") to its shareholders. Accordingly, no Say-on-Pay or Say-on- Frequency proposal is included on the agenda for the Annual Meeting. Innventure will remain exempt from these requirements for as long as it continues to qualify as an emerging growth company. Gregory W. (Bill) Haskell was Innventure’s principal executive officer for the entirety of 2025. The two most highly compensated executive officers of Innventure that were serving in such capacity at the end of 2025 (other than Mr. Haskell) were David Yablunosky and Dr. John Scott. Therefore, for the fiscal year ended December 31, 2025, Innventure’s NEOs were: •Gregory W. (Bill) Haskell, Chief Executive Officer and Director; •David Yablunosky, Chief Financial Officer and Director; and •Dr. John Scott, Chief Strategy Officer.

  11. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information regarding the compensation of Innventure’s NEOs for 2025 and 2024, as applicable.

  12. 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Gregory W. (Bill) Haskell Chief Executive Officer ........... | 2025 | 700,000 | — | — | — | 280,000 | 14,000 | 994,000 | | | 2024 | 300,000 | 2,500,000 | — | — | 255,000 | 13,800 | 3,068,800 | | David Yablunosky Chief Financial Officer ......... | 2025 | 450,000 | — | 500,565 | — | 180,000 | 3,750 | 1,134,315 | | Dr. John Scott(5) Chief Strategy Officer ........... | 2025 | 450,000 | — | — | — | 180,000 | 50,336 | 680,336 | | | 2024 | 300,000 | — | 4,100,005 | 6,935,489 | 255,000 | — | 11,590,494 |

  13. 2025 Summary Compensation Table

    _____________________________ (1)The amounts in this column for Mr. Haskell and Mr. Yablunosky represent base salary earned during the applicable year. For Dr. Scott, the amount represents payments to Corporate Development Group, LLC (a company 100% owned by Dr. Scott) with respect to Dr. Scott’s consulting services to Innventure for the applicable year. (2)The amounts in this column reflect the aggregate grant date fair value of service-based restricted stock unit (“RSU”) awards granted by the Company to the NEOs, as applicable, each calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. For information regarding the assumptions used in calculating the value of the awards made in 2025, see Note 14 to the consolidated financial statements included in our 2025 Annual Report, filed with the SEC on March 30, 2026. For more information regarding the awards disclosed in this column, see “2025 Equity-Based Compensation” and “2024 Equity-Based Compensation” below. (3)The amount reported in this column for each NEO for 2025 represents an annual cash incentive award earned for 2025 performance and paid in 2026. The amount in this column for 2024 for each of Mr. Haskell and Dr. Scott includes $255,000 in respect of achievement of the Company’s 2024 performance goals pursuant to the 2024 annual cash incentive program; payment of this amount was made in 2026. The Company did not originally include these 2024 annual cash incentive amounts in the 2024 Summary Compensation Table included in the Company’s proxy statement filed in connection with its 2024 annual meeting of shareholders, but upon further review, the Company has determined that such amounts are properly reported as 2024 compensation. (4)The amounts in this column for 2025 for Mr. Haskell and Mr. Yablunosky represent matching contributions provided by Innventure under the 401(k) Plan (as defined and described below). The amount in this column for 2025 for Dr. Scott represents reimbursement for concierge healthcare services. 29 (5)Dr. Scott provided services to Innventure in a consulting capacity during 2024 and 2025 through a contract between Innventure LLC and Corporate Development Group, LLC, pursuant to which Dr. Scott, the founder and principal of Corporate Development Group, LLC, provided strategic guidance and consulting services to Innventure.

  14. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table and related footnotes set forth information about the outstanding equity awards held by the NEOs as of December 31, 2025.

  15. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | Name | Type of Award(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Gregory W. (Bill) Haskell ............................. | Refinity Units | — | — | — | — | 81,750 | (2) | 0 | | David Yablunosky .......... | INV Options | 71,722 | 92,212(3) | 12.20 | 12/9/2034 | | — | — | | | Refinity Units | — | — | — | — | 81,750 | (2) | 0 | | | INV RSUs | — | — | — | — | 224,044 | (4) | 936,504 | | | INV RSUs | — | — | — | — | 112,867 | (5) | 471,784 | | Dr. John Scott ................. | Refinity Units | | — | | | 81,750 | (2) | 0 | | | INV Options | 163,934 | — | 12.20 | 12/9/2034 | | — | — | | | Accelsius SARs | — | 150,000(6) | 12.18 | 12/31/2026 | | — | — |

  16. Outstanding Equity Awards at 2025 Fiscal Year-End

    _____________________________ (1)Type of Award: (a) Refinity Units – Refinity Incentive Units; (b) INV Options – stock options to purchase shares of Common Stock; (c) INV RSUs – restricted stock units settled in shares of Common Stock; and (d) Accelsius SARs – awards granted by Innventure and settled in shares of Common Stock, the value of which is determined based on the increase in value of Class A Common Units of Accelsius. (2)On December 11, 2024, Refinity Holdings granted to each NEO 109,000 Refinity Incentive Units, with a Refinity Distribution Threshold of $0. Such Refinity Incentive Units vest over a three-year period, with 25% vesting on the one-year anniversary of the grant date and 9.375% vesting quarterly thereafter. 32 (3)On December 9, 2024, Innventure granted 163,934 stock options to Mr. Yablunosky that vest as follows: 25% of the shares of Common Stock underlying the option vest on May 1, 2025 and 75% of the shares of Common Stock underlying the option vest in eight substantially equal installments on each three-month anniversary thereafter, subject to Mr. Yablunosky’s continuous service until the applicable vesting date. (4)On December 9, 2024, Innventure granted 336,066 RSUs to Mr. Yablunosky that vest in three equal installments on each of May 1, 2025, May 1, 2026 and May 1, 2027, subject to Mr. Yablunosky’s continuous service until the applicable vesting date. (5)On August 25, 2025, Innventure granted 112,867 RSUs to Mr. Yablunosky that vest in three equal installments on each of August 25, 2026, August 25, 2027 and August 25, 2028, subject to Mr. Yablunosky’s continuous service until the applicable vesting date. (6)In general, these Accelsius SARs will be automatically exercised upon the earliest to occur of: (i) the 24-month anniversary of the grant date, (ii) the participant’s death, or (iii) the participant’s “disability” (as defined in the applicable award agreement).

  17. Director Compensation

    Director Compensation Bill Haskell, David Yablunosky, Mike Otworth, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel Hennessy, and Michael Amalfitano served on the Innventure Board of Directors during 2025. Mr. Hennessy resigned from the Innventure Board of Directors and all committees thereof effective April 29, 2026 and was replaced by Mr. Hewitt as of that date. Non-Management Director Compensation Policy In 2024, our Board of Directors adopted the Innventure, Inc. Non-Management Director Compensation Plan (such plan as amended and restated on November 14, 2025, the “Director Compensation Plan”). The Director Compensation Plan is intended to allow us to attract and retain qualified individuals to serve on our Board and align their interests with those of our stockholders. The Director Compensation Plan is generally administered by the Compensation Committee. The Director Compensation Plan provides for the following cash retainers and equity awards under the 2024 Plan: •Quarterly cash retainer: Each non-management director will receive an annual cash retainer fee of $80,000, paid in arrears on a quarterly basis. The annual cash retainer fee will be prorated in the event that a non- management director serves on our Board for a portion of any calendar quarter. •Annual equity retainer: On the date of each of our regularly scheduled annual meetings of stockholders, each non-management director will receive a grant of RSUs with a targeted value of $120,000, which will generally vest on the earlier of (i) the first anniversary of the grant date and (ii) the next annual meeting of stockholders that occurs following the grant date, subject to each non-management director providing service on our Board on such vesting date. If a non-management director is elected to our Board other than in connection with an annual meeting of stockholders, such non-management director’s annual equity retainer will be prorated based on the number of days of service until the scheduled date of the next annual meeting of stockholders. •Committee retainers: Each non-management director who serves as the chairperson of a standing committee of our Board will receive an annual cash retainer fee of $20,000, paid in arrears on a quarterly basis and prorated in the event that such non-management director serves in such position for a portion of any calendar quarter. Each non-management director who serves as a member, but not a chairperson, of a committee of our Board will receive an annual cash retainer fee of $10,000 for each committee, paid in arrears on a quarterly basis and prorated in the event that such non-management director serves in such position for a portion of any calendar quarter. •Lead Independent Director retainer: A non-management director who serves as the Lead Independent Director shall receive an annual retainer fee of $30,000, paid in arrears on a quarterly basis and prorated in the event that such non-management director serves in such position for a portion of any calendar quarter. Participants in the Director Compensation Plan may elect that all or a specified percentage of any cash Board retainer, Committee retainer or Lead Independent Director retainer that would otherwise be payable to such participant in cash shall instead be paid in the form of fully vested Common Stock under the 2024 Plan. The following table sets forth the total compensation received by our non-management directors in 2025. Directors who were also executives of Innventure did not receive additional compensation in 2025 for their Board service. 34

  18. 2025 Director Compensation

    2025 Director Compensation

  19. 2025 Director Compensation

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Option awards ($)(3) | Total ($) | | James O. Donnally .... | 110,000 | 120,001 | — | 230,001 | | Bruce Brown ............. | 113,913 | 120,001 | — | 233,914 | | Elizabeth Williams ... | 100,000 | 120,001 | — | 220,001 | | Daniel Hennessy(4) ... | 100,000 | 120,001 | — | 220,001 | | Michael Amalfitano .. | 100,000 | 120,001 | — | 220,001 |

  20. 2025 Director Compensation

    _____________________________ (1)Each of Mr. Donnally and Mr. Brown elected to receive shares of Common Stock in lieu of cash retainers for the third and fourth quarters of 2025. Pursuant to these elections, Mr. Donnally received 11,930 shares of Common Stock in lieu of $55,000 of cash fees included in this column and Mr. Brown received 13,252 shares of Common Stock in lieu of $58,913 of cash fees included in this column. (2)Reflects the grant date fair value of the RSU awards, calculated in accordance with FASB ASC Topic 718. For information regarding assumptions used in calculating these values, see Note 14 to the consolidated financial statements included in our 2025 Annual Report, filed with the SEC on March 30, 2026. As of December 31, 2025, the non-management directors held the following outstanding stock awards: Mr. Donnally held 22,305 RSUs, Mr. Brown held 22,305 RSUs, Mr. Hennessy held 22,305 RSUs, Mr. Amalfitano held 22,305 RSUs and Ms. Williams held 22,305 RSUs. (3)As of December 31, 2025, Mr. Donnally held 20,000 Accelsius SARs, which are generally subject to the same terms as Dr. Scott’s Accelsius SARs described above, including the terms of the SAR Amendment applicable thereto, except that the Share Cap applicable to Mr. Donnally’s Accelsius SARs is 250,000. (4)Mr. Hennessy resigned from the Innventure Board of Directors and all committees thereof effective April 29, 2026 and was replaced by Mr. Hewitt as of that date. Mr. Hewitt is not listed in the table above, because he did not serve as a director during the year ended December 31, 2025. 35