Longevity Health Holdings, Inc.

Our named executive officers, or NEOs, determined pursuant to Item 402 of Regulation S-K for the year ended December 31, 2024, consist of the following:

•

Rajiv Shukla, our Chairman and Chief Executive Officer;

•

Bryan Cassaday, our Chief Financial Officer; and

•

Kendra Bracken-Ferguson, our former Chief Executive Officer

2024 Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by and paid to our NEOs for services rendered to us in all capacities for the years ended December 31, 2024 and 2023. In addition to serving as our Chief Executive Officer, Mr. Shukla serves as the Chairman of our Board but receives no additional compensation for his service in this role.

(1)

Mr. Shukla became our Chairman in July 2023 and served as our Chief Executive Officer from September 2023 to August 2024 and as Executive Chairman from August 2024 to January 2025. The 2023 base salary amounts presented are prorated based on the 170 days in fiscal 2023 during which he was employed with us. During 2023, Mr. Shukla's annualized cash compensation was $318,750. Effective January 2024, Mr. Shukla's annual cash compensation was $360,0000.

(2)

In conjunction with the Employment Agreement (as defined below), the right to receive fully vested shares of Common Stock, valued at $48,857, granted as part of Mr. Shukla's 2023 at annual compensation were cancelled. Please see the “Narrative Disclosure to the Summary Compensation Table” below for additional details regarding Mr. Shukla’s compensation arrangements.

(3)

Mr. Cassaday was appointed Interim Chief Financial Officer in June 2023 and Chief Financial Officer in November 2023. The base salary amounts presented are prorated based on the 190 days in fiscal 2023 during which he was employed with us.

(4)

Ms. Bracken-Ferguson became our Chief Executive Officer in July 2024 and served in this role until her departure from the Company in January 2025. The base salary amounts presented are prorated based on the 155 days in fiscal 2024 during which she was employed with us.

(5)

Amounts shown in this column represent the aggregate grant date fair value of the stock options awarded to the NEOs in fiscal years 2024 and 2023. These values have been determined in accordance with FASB ASC Topic 718 using a Black-Scholes model. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of option awards contained in Note 2and Note 13 to the accompanying consolidated financial statements. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options.

Narrative Disclosure to the Summary Compensation Table

Elements of Compensation

The compensation of our NEOs generally consists of base salary, annual cash bonus opportunities, long-term incentive compensation in the form of equity awards and other benefits, as described below.

2024 Base Salaries

The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, responsibilities, and contributions. Each NEO’s initial base compensation was specified in their employment agreement, as described below, and is reviewed (and, if applicable, adjusted) from time to time by our Board's compensation committee (the “Compensation Committee”). For 2024, the NEOs annualized base compensation equaled $360,000 for Mr. Shukla, $245,000 for Mr. Cassaday, and $300,000 for Ms. Bracken-Ferguson.

Annual Performance-Based Bonus

Our NEOs are eligible for a performance-based cash bonus opportunity expressed as a percentage of their respective annual base salary that can be achieved at a target level by meeting predetermined corporate and individual performance objectives. Mr. Shukla, Mr. Cassaday, and Ms. Bracken-Ferguson each had the opportunity to earn an annual bonus with a target of 50%, 20%, and 50%, respectively, of their total base compensation in effect as of the end of the applicable year. The actual amount of such annual bonus paid is solely determined by our Compensation Committee based on the satisfactory achievement of corporate and/or personal objectives set by the committee. Our Compensation Committee determined not to pay the NEOs any performance-based cash bonuses for fiscal years 2024 and 2023 in order to conserve cash.

Long-Term Equity Awards

Carmell’s equity-based incentive awards are designed to align its interests and the interests of its stockholders with those of its employees and consultants, including the NEOs. The Board or Compensation Committee approves equity-based grants. Mr. Shukla and Mr. Cassaday received options to purchase shares Common Stock in 2024 and 2023. Such options vest over four years, with 25% of the option vesting on the one-year anniversary of the grant, with the remaining options vesting thereafter in equal monthly installments over a period of thirty-six (36) months. Vesting ceases immediately upon termination of employment or service for any reason, and any portion of this option that has not vested on or prior to the date of such termination is forfeited on such date. See “Outstanding Equity Awards at Fiscal Year-End” for more information regarding equity awards made in 2024 and 2023 to the NEOs.

The Compensation Committee typically grants equity awards to NEOs during its regularly scheduled meetings. However, the timing of this approval may be changed in the event of extraordinary circumstances, including in connection with mid-year promotions and new hires. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. The Compensation Committee does not time the release of material nonpublic information to affect the value of executive compensation.

Employment Agreements with Our NEOs

Rajiv Shukla

In December 2023, we entered into an employment agreement with Mr. Shukla. Pursuant to the agreement, Mr. Shukla received total annual compensation of $425,000, which was payable as follows: 75% ($318,750) in cash in accordance with the Company's standard payroll schedule and 25% ($106,250) payable quarterly in arrears in the form of fully vested shares of Common Stock based on the average daily price of the Common Stock for the quarter immediately preceding and ending on the date of grant.

In 2024, we entered into an amended and restated employment agreement with Mr. Shukla (the “Employment Agreement:”). Pursuant to this agreement, Mr. Shukla will receive an annual salary of $360,000 (the “Base Salary”). In addition, the right to receive fully vested shares of Common Stock granted to Mr. Shukla as part of his 2023 annual base compensation under his employment agreement dated December 2023 was cancelled.

In addition, Mr. Shukla has the opportunity to earn an annual bonus with a target amount of 50% of his Base Salary in effect at the end of the applicable year. The amount of such annual bonus will be solely determined by the Compensation Committee based on the satisfactory achievement of corporate and/or personal objectives set by the Compensation Committee.

The Employment Agreement also provides Mr. Shukla the opportunity to receive restricted stock units with respect to the Common Stock (“RSUs”) upon the achievement of the milestones detailed in (a) and (b) below, subject to continued employment through the applicable grant date. All RSUs awarded will vest immediately upon achievement of the milestone described below and will provide for share withholding or a broker-assisted share sale to cover any withholding taxes due upon the vesting of the RSUs.

a)

Upon the initial achievement of at least $5 million in net revenue for any trailing 12-month period subsequent to April 1, 2024, a number of RSUs equal to 2% of the Company’s net revenue (e.g. if $5 million in revenue is achieved, the number of RSUs that vest would be 100,000); and

b)

Upon the initial achievement of at least $10 million in net revenue for any trailing 12-month period subsequent to April 1, 2024, an additional number of RSUs equal to 3.5% of the Company’s net revenue in excess of $5 million (e.g. if $10 million in revenue is achieved, the number of RSUs awarded would be 175,000).

Under the Employment Agreement, Mr. Shukla also has the opportunity to receive cash compensation for the achievement of the following performance milestones subject to continued employment through the applicable closing date:

a)

Upon the closing of an acquisition of the Company for an aggregate purchase price of between $150 million and $250 million during the 24-month period ending April 1, 2026, Mr. Shukla would receive cash incentive compensation of $5 million;

b)

Upon the closing of an acquisition of the Company for an aggregate purchase price of between $250 million and $325 million during the 24-month period ending April 1, 2026, Mr. Shukla would receive cash incentive compensation of $10 million; or

c)

Upon the closing of an acquisition of the Company for an aggregate purchase price equal to or more than $325 million during the 24-month period ending April 1, 2026, Mr. Shukla would receive cash incentive compensation of $15 million.

If Mr. Shukla is terminated by the Company without “cause” or upon Mr. Shukla’s resignation for “good reason” (each as defined in the Employment Agreement), the Company will pay to him, in addition to any unpaid portion of Mr. Shukla’s Base Salary or unpaid portion of any annual bonus that would have been earned with respect to the fiscal year ended immediately prior to such termination, (a) a pro rata bonus for the year of termination, (b) 12 months Base Salary, and (c) 12 months of COBRA coverage. If such termination occurs within three months preceding or 15 months following a “change in control” (as defined in the Employment Agreement), (a) the Company will pay to Mr. Shukla, in addition to the unpaid portion of any annual bonus that would have been earned with respect to the fiscal year ended immediately prior to such termination, (i) a pro rata bonus for the year of termination, (ii) 18 months Base Salary, (iii) 18 months of COBRA coverage, and (b) all outstanding time-based equity awards of Mr. Shukla will accelerate and vest upon the later of such termination and the change in control.

If Mr. Shukla is terminated by the Company due to death or “disability” (as defined in the Employment Agreement), the Company will pay to him a pro rata bonus for the year of termination. The foregoing severance payments and benefits are subject to Mr. Shukla executing and not revoking a general release of claims against the Company and its affiliates.

Mr. Shukla's employment agreement also required him to enter into a restrictive covenants agreement that contains customary covenants, including with respect to certain confidentiality, non-competition and non-solicitation obligations. Mr. Shukla is also eligible to participate in our employee benefit plans that are generally available to other employees.

Bryan Cassaday

In 2023, we entered into an employment agreement with Mr. Cassaday. Pursuant to the agreement, Mr. Cassaday will receive total annual compensation of $245,000, which may be adjusted from time to time by the Compensation Committee. In addition, Mr. Cassaday has the opportunity to earn an annual bonus with a target of 20% of his total annual compensation in effect at the end of the applicable year and is eligible to participate in our employee benefit plans that are generally available to other employees. The actual amount of such annual bonus paid is solely determined by our Compensation Committee based on the satisfactory achievement of corporate and/or personal objectives set by the committee.

Under Mr. Cassaday's employment agreement, he is entitled to certain severance payments in connection with a termination of employment by the Company without Cause (as defined in his employment agreement) or by Mr. Cassaday for Good Reason (as defined in his employment agreement) (each such termination, a “Qualifying Termination”), subject to his timely execution of a release of claims. If a Qualifying Termination occurs within three months prior or 18 months following a Change in Control (defined as a “Protected Period” in his employment agreement), Mr. Cassaday would be entitled to receive monthly cash severance payments equal to one-twelfth of his annual salary for a six-month period. If a Qualifying Termination occurs other than during the Protected Period, then Mr. Cassaday would be entitled to receive such monthly cash severance payments for a nine-month period. In the event of a Qualifying Termination, Mr. Cassaday would also be entitled to receive his compensation, including any bonus award already accrued, payment of the applicable monthly premium payable for COBRA continuation coverage for six months to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage, and a Pro Rata Bonus (as defined in his employment agreement) based upon actual performance and pro-rated for the portion of the bonus period prior to termination. In the event that such a Qualifying Termination occurs during a Protected Period, Mr. Cassaday would be entitled to receive his bonus at the target level, as well as accelerated vesting in full of all time-based equity awards, as more fully described in the Employment Agreement.

In connection with a termination of his employment for any other reason, Mr. Cassaday would only be entitled to receive his already accrued compensation, provided that he would only be entitled to receive his accrued and unpaid bonus in connection with termination for death or disability.

Mr. Cassaday's employment agreement also required him to enter into a restrictive covenants agreement that contains customary covenants, including with respect to certain confidentiality, non-competition, and non-solicitation obligations.

Kendra Bracken-Ferguson

In July 2024, we entered into an employment agreement with Ms. Bracken-Ferguson. Prior to separating from the Company in January 2025, our employment agreement with Ms. Bracken-Ferguson provided for an annual base salary of $300,000, a target bonus of 50% of her annual base salary, and eligibility to participate in our employee benefit plans that are generally available to other employees. In addition, Ms. Bracken-Ferguson’s employment agreement provided that she receive an initial grant of stock options with a grant date fair value of $700,000 and may receive equity awards at time and on terms determined by the compensation committee in its discretion.

On January 20, 2025, the Company and Ms. Bracken-Ferguson mutually agreed that she would no longer serve as the Chief Executive Officer of the Company. In connection with Ms. Bracken-Ferguson’s separation from the Company, she and the Company entered into a separation and release of claims agreement, dated January 24, 2025, pursuant to which Ms. Bracken-Ferguson will receive cash payments in the aggregate amount of $150,000 to be paid in equal installments over six months. All stock options granted to Ms. Bracken-Ferguson were unvested as of the date of her separation from the Company and, accordingly, were forfeited as of such date.

Restrictive Covenant Agreement

Mr. Shukla, Mr. Cassaday, and Ms. Bracken-Ferguson also entered into Restrictive Covenant Agreements, which include customary prohibitions against competition with Carmell and solicitation of Carmell’s customers and employees, both during employment and for two (2) years following any cessation of employment. The Restrictive Covenant Agreement also includes standard provisions relating to the Company’s intellectual property rights and prohibiting the executive from disclosing confidential information. Mr. Shukla, Mr. Cassaday, and Ms. Bracken-Ferguson’s employment agreements are conditioned on continued compliance with his Restrictive Covenant Agreement.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table sets forth information concerning outstanding equity awards held by each of our NEOs as of December 31, 2024.

(1)

Options granted to Mr. Shukla, Mr. Cassaday, and Ms. Bracken-Ferguson vest over four years, with 25% of the option vesting on the one-year anniversary of the grant, with the remaining options vesting thereafter in equal monthly installments over the remaining thirty-six (36) months. All of Ms. Bracken Ferguson’s options were unvested on the effective date of her separation from the Company and, accordingly, were forfeited.

2023 Long-Term Incentive Plan

In July 2023, the stockholders of the Company approved the 2023 Long-Term Incentive Plan (the “2023 Plan”), which replaced the Amended and Restated 2009 Stock Incentive Plan of Legacy Carmell (the “2009 Plan”). No new awards are being made under the 2009 Plan. Under the 2023 Plan, the Board may grant awards of stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards to employees and other recipients as determined by the Board. The exercise price per share for an option granted to employees owning stock representing more than 10% of the Company at the time of the grant cannot be less than 110% of the fair market value. Incentive and non-qualified stock options granted to all persons shall be granted at a price no less than 100% of the fair market value and any price determined by the Board. Options expire no more than ten years after the date of the grant. Incentive stock options to employees owning more than 10% of the Company expire no more than five years after the date of grant. The vesting of stock options is determined by the Board. Generally, the options vest over a four-year period at a rate of 25% one year following the date of grant, with the remaining shares vesting equally on a monthly basis over the subsequent thirty-six months.

The maximum number of shares that may be issued under the 2023 Plan is the sum of: (i) 1,046,408, (ii) an annual increase beginning on January 1, 2024 and each anniversary of such date prior to the termination of the 2023 Plan, equal to the lesser of (a) 4% of the outstanding shares of our Common Stock determined on a fully diluted basis as of the immediately preceding year-end and (b) such smaller number of shares as determined by the Board or compensation committee, and (iii) the shares of Common Stock subject to 2009 Plan awards, to the extent those shares are added into the 2023 Plan by operation of the recycling provisions described below.

The maximum number of shares of Common Stock that may be issued under the 2023 Plan through incentive stock options is 1,046,408, provided that this limit will automatically increase on January 1 of each year for a period of not more than ten years, commencing on January 1, 2024 and ending on (and including) January 1, 2032, by an amount equal to the lesser of 1,500,000 shares or the number of shares added to the share pool as of such January 1, as described in clause (ii) of the preceding sentence. The following shares will be added (or added back) to the shares available for issuance under the 2023 Plan:

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Shares subject to 2009 Plan or 2023 Plan awards that expire, terminate or are canceled or forfeited for any reason after the effectiveness of the 2023 Plan;

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Shares that after the effectiveness of the 2023 Plan are withheld to satisfy the exercise price of an option issued under the 2009 Plan or 2023 Plan;

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Shares that after the effectiveness of the 2023 Plan are withheld to satisfy tax withholding obligations related to any award under the 2009 Plan or 2023 Plan; and

•

Shares that after the effectiveness of the 2023 Plan are subject to a stock appreciation right that are not delivered on exercise or settlement.

However, the total number of shares underlying 2009 Plan awards that may be recycled into the 2023 Plan pursuant to the above-described rules will not exceed the number of shares underlying 2009 Plan awards as of the effective date of the 2023 Plan (as adjusted to reflect the Business Combination). Shares of Common Stock issued through the assumption or substitution of awards in connection with a future acquisition of another entity will not reduce the shares available for issuance under the 2023 Plan.

Under both the 2023 Plan and 2009 Plan, the Board and/or the Compensation Committee, at its discretion, may take such actions as it deems appropriate with respect to outstanding awards under the 2023 Plan and the 2009 Plan upon or in anticipation of a change in control (which includes certain merger, asset or stock transactions, certain changes in the Board composition and any other event deemed by the Board to constitute a change in control). Such actions may include (among other things) the acceleration of award vesting, the substitution of awards, the cancellation of unexercised or unvested awards and the redemption or cashout of awards. In the discretion of the Compensation Committee, any cash or other substitute consideration payable upon redemption or cashout of an award may be subjected to the same vesting terms that applied to the original award or earn-out, escrow, holdback or similar arrangements comparable to those applicable to stockholders in connection with the change in control.

Indemnification Agreements

We entered into indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to us or, at our request, service to other entities as officers or directors to the maximum extent permitted by applicable law.

401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis. Plan participants are able to defer eligible compensation subject to applicable annual limits established by the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Employees’ pre-tax or Roth contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their contributions. Carmell discretionary contributions to the plan are determined annually by the Board. No discretionary contributions were made to the 401(k) plan during the years ended December 31, 2024 and 2023. Our 401(k) plan is intended to be qualified under Section 401(a) of the Code with our 401(k) plan’s related trust intended to be tax-exempt under Section 501(a) of the Code.

Health and Welfare Benefits

Our NEOs are eligible to participate in our group health and welfare plans that are generally available to all of our employees, including medical, dental, and vision benefits, short-term and long-term disability insurance, and life insurance. In fiscal 2024 and 2023, we did not provide our NEOs with any material benefits or perquisites that were not generally available to all of our employees.

Director Compensation

Non-Employee Director Compensation Policy

Directors who are not employees of the Company are eligible to receive compensation pursuant to our non-employee director compensation policy. Mr. Shukla, our Chairman and Chief Executive Officer, does not receive any compensation from us for his services on our Board.

Following the Business Combination on July 14, 2023, the Board adopted a non-employee director compensation policy retroactive to the date of the Business Combination, under which our non-employee directors are entitled to an annual retainer of $50,000. This retainer is paid in annual installments beginning with the third quarter of 2024. Prior to such time, the retainer was paid on a quarterly basis.

Our Board may, in its discretion, permit a non-employee director to elect to receive any portion of the annual cash retainer in the form of fully vested shares of Common Stock in lieu of cash. In addition, following the Business Combination, our non-employee directors receive one-time option grants, which are intended to provide equity compensation for board service for four years following the grant. All equity awards granted under the non-employee director compensation policy following the closing of the Business Combination are granted under, and subject to the terms of, our 2023 Plan.

We also reimburse non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings.

Prior to the Business Combination, we did not have a formal policy to provide any cash or equity compensation to our non-employee directors for their service on our Board or Board committees.

Oversight of Non-Employee Director Compensation

Our non-employee director compensation is overseen by the compensation committee, which makes recommendations to our Board on the appropriate structure for our non-employee director compensation program and the appropriate amount of compensation to offer to our non-employee directors. Our Board is responsible for final approval of our non-employee director compensation program and the compensation paid to our non-employee directors.

2024 Director Compensation Table

The following table presents the total compensation for each person who served as a non-employee director of our Board during fiscal year 2024. Mr. Shukla, our Chairman of the Board and Chief Executive Officer did not receive any compensation from us for his service on the Board during the fiscal year ended December 31, 2024. Mr. Shukla’s compensation during the fiscal year 2024 for his service as an executive officer of the Company is set forth above in “Executive Compensation—2024 Summary Compensation Table.”

(1)

David Anderson, a former director, did not stand for re-election at the 2024 Annual Meeting Stockholders, and his compensation reflects his service through the meeting date.

(2)

Mr. Sturgeon does not receive additional compensation for his service as Vice Chairman.

(3)

Please see footnote 5 under the 2024 Summary Compensation Table for more information on the grant date fair value of stock options. As of December 31, 2024, our former non-employee and current non-employee directors held unexercised stock options as follows:

(1)

The outstanding stock awards held by Mr. Shukla as of December 31, 2024 are reported under the table under "Outstanding Equity Awards at 2024 Fiscal Year-End" above.