Kintara Therapeutics Inc

Our board of directors has formed a Compensation Committee. The Compensation Committee is responsible for reviewing and approving management compensation, including salaries, bonuses, and equity compensation. We seek to provide competitive compensation arrangements that attract and retain key talent necessary to achieve our business objectives. At our 2024 annual meeting of stockholders, stockholders voted, on an advisory, non-binding basis, to approve the compensation paid to the company’s named executive officers, as disclosed in the proxy statement for the 2021 annual meeting. At our 2024 annual meeting, our stockholders voted, on an advisory, non-binding basis, that such votes on named executive officer compensation should be held every three years. The next advisory, non-binding vote to approve named executive officer compensation is expected to occur in connection with the 2027 annual meeting of stockholders.

Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by, or paid to our Chief Executive Officer and the two most highly-compensated executive officers (other than the Chief Executive Officer) who were serving as executive officers as of June 30, 2024, and June 30, 2023, for services rendered in all capacities to us for the years ended June 30, 2024, and June 30, 2023. These individuals are our Named Executive Officers for 2024.

(1)

On November 8, 2021, Mr. Hoffman, the Chairman of the Board, was appointed President and Chief Executive Officer. Also on November 8, 2018, we entered into the Hoffman Employment Agreement pursuant to which Mr. Hoffman will receive an annual base salary of $551,000 (which may be adjusted on an annual basis in the discretion of the board of directors) and will be eligible to receive a fiscal year target bonus of up to 50% of base salary (which may be adjusted by the board of directors to up to 75% of base salary based on overachievement of bonus targets or other performance criteria). The Hoffman Employment Agreement may be terminated by us with or without cause (as defined therein). In the event we terminate the Hoffman Employment Agreement without cause, we will be required to pay Mr. Hoffman continued payment of his base salary for 12 months, a prorated bonus for the year of termination based on performance through the date of termination, an additional six months of vesting credit for any outstanding options, and continued health coverage during the severance period. In the event that an involuntary termination occurs during a period beginning sixty days before a definitive corporate transaction agreement is entered into that would result in a change in control (as defined therein), or within twelve months following a change in control, the severance period will increase to eighteen months’ severance, Mr. Hoffman will receive 100% of his target bonus. On October 4, 2024, we entered into the Amendment to the Hoffman Employment Agreement with Mr. Hoffman. Pursuant to the Amendment to the Hoffman Employment Agreement, all outstanding stock options previously granted to Mr. Hoffman by us vested in full on October 4, 2024 in exchange for Mr. Hoffman agreeing to extend the non-competition restrictions of the Hoffman Employment Agreement for a period of twelve months following the date that his employment terminates with us.

Effective June 1, 2022, Mr. Hoffman's annual salary was increased to $594,600. On August 1, 2022, Mr. Hoffman was issued 8,022 RSUs and 24,012 stock options at $8.79 per share.

Effective June 1, 2023, Mr. Hoffman's annual salary was reduced to $534,600. In addition, he was issued 59,800 RSUs on June 1, 2023. Also on June 1, 2023, Mr. Hoffman was appointed our Interim Chief Financial Officer. On August 30, 2023, Mr. Hoffman was issued 23,142 stock options at $4.655 per share.

Effective November 1, 2023, Mr. Hoffman's salary was increased to include a monthly retention payment of $30,000. On April 2, 2024, Mr. Hoffman received a one-time special bonus of $327,030 for his service as our Chief Executive Officer.

(2)

On January 1, 2015, we entered into a consulting agreement with Dr. Dennis Brown, our former Chief Scientific Officer. Subsequent to this agreement, it was amended and had been renewed on an annual basis, most recently at an annual consulting fee of $206,000. A bonus and incentive compensation was also payable as determined at the discretion of the board of directors. The consulting agreement with Dr. Brown did not specify the amount of time Dr. Brown was required to devote to us but did require that Dr. Brown provide us with the full benefit of his knowledge, expertise and ingenuity, and prohibited Dr. Brown from engaging in any business, enterprise or activity contrary to or that would detract from our business.

On August 1, 2022, Dr. Brown was issued 4,801 RSU and 14,405 stock options. The stock options were issued at $8.79 per share.

On August 30, 2023, Dr. Brown was issued 10,175 stock options. The stock options were issued at $4.655 per share.

On November 20, 2023, Dr. Brown was terminated from his position as the Company's Chief Scientific Officer. As a result of his termination, all unvested outstanding stock options were cancelled, and vested outstanding stock options expired unexercised.

(3)

On February 9, 2017, we entered into an employment agreement with Scott Praill, our former Chief Financial Officer. Pursuant to the employment agreement, Mr. Praill agreed to serve as our Chief Financial Officer for an indefinite period until termination of the employment agreement in accordance with its terms. Pursuant to his employment agreement, we paid Mr. Praill an annual base salary of $200,000 and Mr. Praill was also eligible to participate in any bonus plan and long-term incentive plan established for our senior executives.

On August 1, 2022, Mr. Praill was issued 4,801 RSU and 14,405 stock options. The stock options were issued at $8.79 per share.

Effective May 31, 2023, Mr. Praill resigned as our Chief Financial Officer but remained as a consultant at $5,000 per month until August 15, 2023. As a result of his resignation, his employment agreement was terminated and all unvested outstanding stock options were cancelled and vested outstanding stock options expired unexercised. On January 1, 2024, Mr. Praill was retained as a consultant at a rate of $250 per hour through December 31, 2024.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth outstanding equity awards to our named executive officers as of June 30, 2024.

(1)

Stock options vest as to 25% on November 8, 2022, with the remaining shares vesting in equal monthly installments over a period of 36 months commencing on December 8, 2022.

(2)

Stock options vest as to 1/6 th on August 1, 2023, with the remaining shares vesting in equal monthly installments over a period of 30 months commencing on September 1, 2023.

(3)

RSU awards of 8,002 on August 1, 2022, and 59,800 on June 1, 2023. The 8,002 vest as to 25% on each anniversary of the grant date with full vesting on August 1, 2026. The 59,800 RSUs fully vested on June 1, 2024, but were not converted into common shares of common stock until subsequent to June 30, 2024.

(4)

Pursuant to the Amendment to the Hoffman Employment Agreement, Mr. Hoffman's outstanding options vested in full on October 4, 2024.

Director Compensation

Director compensation is intended to provide an appropriate level of remuneration considering the responsibilities, time requirements, and accountability of the directors.

The following table sets forth director compensation for the fiscal year ended June 30, 2024, paid by us (excluding compensation to our executive officer set forth in the summary compensation table above).

(1)

For our fiscal year ended June 30, 2024, our directors were paid a $40,000 annual retainer, an additional annual retainer for chairing a committee, and a retainer for being a member of a committee.

(2)

On August 30, 2023, independent directors were each granted 8,500 stock options exercisable at $4.655 per share until August 30, 2033. The options vest pro rata over one year from the date of grant.

Risk Management

We do not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on us.