Nuvectis Pharma, Inc.
For the period ended Dec 31, 2025. Filed Feb 11, 2026.
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FY2025 · Filed Feb 11, 2026
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Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth information concerning compensation paid by us to Mr. Bentsur, Dr. Poradosu, and Mr. Shemesh, our “named executive officers,” for their services rendered to us in all capacities during the years ended December 31, 2025 and 2024.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | Stock | | |
| | | | | Salary | | | | Awards(1)(2) | | Total |
| Name and Principal Position | | Year | | ($) | | Bonus | | ($) | | ($) |
| Ron Bentsur, Chairman & CEO | 2025 | 653,987 | (3) | 539,539 | (5) | 1,395,000 | (2) | 2,588,526 | ||
| | | 2024 | | 634,323 | (4) | 523,316 | (5) | — | | 1,157,639 |
| Enrique Poradosu, Chief Scientific & Business Officer | 2025 | 483,381 | 265,860 | (5) | 837,000 | (2) | 1,586,241 | |||
| | | 2024 | | 468,847 | | 257,866 | (5) | 1,088,100 | | 1,814,813 |
| Shay Shemesh, Chief Development and Operations Officer | 2025 | 483,381 | (3) | 265,860 | (5) | 837,000 | (2) | 1,586,241 | ||
| | | 2024 | | 468,847 | | 257,866 | (5) | 1,088,100 | | 1,814,813 |
| (1) | Reflects the aggregate grant date fair value of equity awards granted during the fiscal year calculated in accordance with FASB ASC Topic 718. Refer to Note 7 in the Notes to the Financial Statements included in this Annual Report on Form 10-K for information regarding the assumptions used to value these awards. The grant date fair value of the equity awards does not take into account any awards which vest upon certain corporate milestones when the “measurement date” for accounting purposes for such awards has not yet occurred and the fair value is uncertain. For such awards, stock-based compensation is measured and recorded if and when a milestone occurs, and the compensation for such awards are reflected in the table in such year the compensation is recorded. |
| (2) | In 2024, Dr. Poradosu, and Mr. Shemesh were granted 130,000, and 130,000 shares of restricted stock, respectively, which will vest two thirds on July 15, 2026 and one third on January 3, 2027. In 2025, Mr. Bentsur, Dr. Poradosu, and Mr. Shemesh were granted 250,000, 150,000, and 150,000 shares of restricted stock, respectively, which will vest one third on July 15, 2026, one third on January 2, 2027, and one third on January 2, 2028. |
| (3) | Reflects salary earned for 2025, of which $454,631 to Mr. Bentsur has not been paid, and $20,856 to Mr. Shemesh has not been paid. |
| (4) | Reflects salary earned for 2024, of which $634,323 to Mr. Bentsur has not been paid. |
| (5) | Reflects bonus awards earned in 2025 and 2024 upon the achievement of certain Company goals and objectives, which have not been paid. |
Narrative to Summary Compensation Table
Overview
The following are our employment arrangements with our named executive officers:
Ron Bentsur
On February 4, 2022, we entered into an employment agreement with Mr. Bentsur, pursuant to which he received an initial annual base salary of $575,000, paid monthly in equal installments. On an annual basis, the amount
of Mr. Bentsur’s salary shall be increased by no less than the greater of (1) the amount determined by the Company’s Compensation Committee, or (2) the relevant consumer price index (“CPI”).
In 2024 and 2025, Mr. Bentsur received a bonus of $523,316 and $539,539, respectively, related to the achievement of certain Company goals and objectives, which have not been paid.
In 2024, the Company did not award Mr. Bentsur any equity awards. In 2025, the Company awarded 250,000 shares of restricted stock to Mr. Bentsur, which vest one third on July 15, 2026, one third on January 2, 2027 and one third on January 2, 2028.
In the event that Mr. Bentsur is terminated without Cause, for Good Reason, upon a Change of Control “Transaction” (as such term is defined in the Company’s Global Equity Incentive Plan, as amended from time to time, or a successor plan), Death or Disability, as each such term is defined in Mr. Bentsur’s employment agreement, all unvested shares of restricted stock and options shall be immediately accelerated and become fully vested and unrestricted/exercisable. Upon termination for Cause, all unvested shares of restricted stock and options shall expire and terminate.
If Mr. Bentsur resigns for Good Reason or is terminated due to Death or Disability, Change of Control, or otherwise terminated without Cause, then Mr. Bentsur or his estate or beneficiaries, in the case of Death, will receive a one-time payment equal to two years of Mr. Bentsur’s then annual base salary, plus a bonus payment equal to the annual bonus earned in the preceding year (if not already paid), the pro rata portion of the target bonus earned in the current year, benefits and expense reimbursement due to Mr. Bentsur, payment in lieu of any accrued but unused vacation time, payment of any unreimbursed expenses, and continued coverage through the longest applicable limitations period under the Company’s directors and officers insurance policies, all such payments to be made within 60 days of the date of termination.
If Mr. Bentsur’s employment is terminated for Cause, he shall be entitled to receive (i) the unpaid portion of his base salary then in effect accrued through the effective date of the termination of his employment hereunder, and (ii) payment for any unused vacation days, which have accrued through the effective date of the termination of Mr. Bentsur’s employment, in each case to be paid within 30 days after such effective date.
In the event that a “Transaction” occurs during Mr. Bentsur’s employment, regardless of whether Mr. Bentsur’s employment is terminated, Mr. Bentsur shall receive payment of the termination benefits described above as if his employment had been terminated on the effective date of the Transaction. Following the Transaction, Mr. Bentsur shall not be entitled to receive such termination benefits upon a future termination of his employment; provided that he shall remain eligible to receive (i) any accrued benefits upon any such subsequent termination, and (ii) cash payments, paid in periodic installments in accordance with the Company’s usual payroll practices, for a period of 18 months, equal to the cost the Company would have incurred had Mr. Bentsur continued group medical, dental, vision and/or prescription drug benefit coverage for himself and/or his eligible dependents under any Company sponsored group health plan covering Mr. Bentsur and his eligible dependents at the time of the termination of employment.
Enrique Poradosu
On February 4, 2022, we entered into an employment agreement with Dr. Poradosu, pursuant to which he received an initial annual base salary is $400,000, paid monthly in equal installments. On an annual basis, the amount
of Dr. Poradosu’s salary shall be increased by no less than the greater of (1) the amount determined by the Company’s Compensation Committee, or (2) the relevant CPI.
In 2024 and 2025, Dr. Poradosu received a bonus of $257,866, and $265,860, respectively, related to the achievement of certain Company goals and objectives, which has not been paid.
Dr. Poradosu is eligible for grants of equity awards under the Company’s long-term equity incentive plan. In 2024, the Company awarded 130,000 shares of restricted stock to Dr. Poradosu, which vest two thirds on July 15, 2026, and one third on January 3, 2027. In 2025, the Company awarded 150,000 shares of restricted stock to Dr. Poradosu, which vest one third on July 15, 2026, one third on January 2, 2027 and one third on January 2, 2028.
In the event that Dr. Poradosu is terminated without Cause, for Good Reason, upon a Change of Control “Transaction” (as such term is defined in the Company’s Global Equity Incentive Plan, as amended from time to time, or a successor plan), Death or Disability (as such terms are defined in Dr. Poradosu’s employment agreement) all unvested shares of restricted stock and options shall be immediately accelerated and become fully vested and unrestricted/exercisable. Upon termination for Cause, all unvested shares of restricted stock and options shall expire and terminate.
If Dr. Poradosu resigns for Good Reason or is terminated due to Death or Disability, Change of Control, or otherwise terminated without Cause, Dr. Poradosu or his estate or beneficiaries, in the case of Death, will receive a one-time payment equal to two years of Dr. Poradosu’s then annual Base Salary, plus a bonus payment equal to Dr. Poradosu’s annual bonus earned in the preceding year if not already paid, the pro rata portion of the target bonus earned in the current year, benefits and expense reimbursement due to Dr. Poradosu, payment in lieu of any accrued but unused vacation time, payment of any unreimbursed expenses, and continued coverage through the longest applicable limitations period under the Company’s directors and officers insurance policies, all such payments to be made within 60 days of the date of termination.
If Dr. Poradosu’s employment is terminated for Cause, he shall be entitled to receive (i) the unpaid portion of his base salary then in effect accrued through the effective date of the termination of his employment hereunder, and (ii) payment for any unused vacation days, which have accrued through the effective date of the termination of his employment, in each case to be paid within 30 days after such effective date.
In the event that a “Transaction” occurs during Dr. Poradosu’s employment, regardless of whether Dr. Poradosu’s employment is terminated, Dr. Poradosu shall receive payment of the termination benefits described above as if his employment had been terminated on the effective date of the Transaction. Following the Transaction, Dr. Poradosu shall not be entitled to receive such termination benefits upon a future termination of his employment; provided that he shall remain eligible to receive (i) any accrued benefits upon any such subsequent termination, and (ii) cash payments, paid in periodic installments in accordance with the Company’s usual payroll practices for a period of 18 months, equal to the cost the Company would have incurred had Dr. Poradosu continued group medical, dental, vision and/or prescription drug benefit coverage for himself and/or his eligible dependents under any Company sponsored group health plan covering Dr. Poradosu and his eligible dependents at the time of the termination of employment.
Shay Shemesh
On February 4, 2022, we entered into an employment agreement with Mr. Shemesh, pursuant to which he received an initial annual base salary of $400,000, paid monthly in equal installments. On an annual basis, the amount
of the Mr. Shemesh’s Salary shall be increased by no less than the greater of (1) the amount determined by the Company’s Compensation Committee, or (2) the relevant CPI.
In 2024 and 2025, Dr. Poradosu received a bonus of $257,866, and $265,860, respectively, related to the achievement of certain Company goals and objectives, which has not been paid.
Mr. Shemesh is eligible for grants of equity awards under the Company’s long-term equity incentive plan. In 2024, the Company awarded 130,000 shares of restricted stock to Mr. Shemesh, which vest two thirds on July 15, 2026, and one third on January 3, 2027. In 2025, the Company awarded 150,000 shares of restricted stock to Mr. Shemesh, which vest one third on July 15, 2026, one third on January 2, 2027 and one third on January 2, 2028..
In the event that Mr. Shemesh is terminated without Cause, for Good Reason, upon a Change of Control “Transaction” (as such term is defined in the Company’s Global Equity Incentive Plan, as amended from time to time, or a successor plan), Death or Disability (as such terms are defined in the employment agreement) all unvested shares of restricted stock and options shall be immediately accelerated and become fully vested and unrestricted/exercisable. Upon termination for Cause, all unvested shares of restricted stock and options shall expire and terminate.
If Mr. Shemesh resigns for Good Reason or is terminated due to Death or Disability, Change of Control, or otherwise terminated without Cause, then Mr. Shemesh or his estate or beneficiaries, in the case of Death, will receive a one-time payment equal to two years of Mr. Shemesh’s then annual Base Salary, plus a bonus payment equal to the annual bonus earned in the preceding year if not already paid, the pro rata portion of the target bonus earned in the current year, plus benefits and expense reimbursement due to Mr. Shemesh, payment in lieu of any accrued but unused vacation time, payment of any unreimbursed expenses, and continued coverage through the longest applicable limitations period under the Company’s directors and officers insurance policies, all such payments to be made within 60 days of the date of termination.
If Mr. Shemesh’s employment is terminated for Cause, he shall be entitled to receive (i) the unpaid portion of his base salary then in effect accrued through the effective date of the termination of his employment hereunder, and (ii) payment for any unused vacation days, which have accrued through the effective date of the termination of his employment, in each case to be paid within 30 days after such effective date.
In the event that a “Transaction” occurs during Mr. Shemesh’s employment, regardless of whether Mr. Shemesh’s employment is terminated, Mr. Shemesh shall receive payment of the termination benefits described above as if his employment had been terminated on the effective date of the Transaction. Following the Transaction, Mr. Shemesh shall not be entitled to receive such termination benefits upon a future termination of his employment; provided that he shall remain eligible to receive (i) any accrued benefits upon any such subsequent termination and (ii) cash payments, paid in periodic installments in accordance with the Company’s usual payroll practices for a period of 18 months, equal to the cost the Company would have incurred had Mr. Shemesh continued group medical, dental, vision and/or prescription drug benefit coverage for himself and/or his eligible dependents under any Company sponsored group health plan covering Mr. Shemesh and his eligible dependents at the time of the termination of employment.
Outstanding Equity Awards as of December 31, 2025
The following table sets forth certain information concerning option awards and stock awards held by our Named Executive Officers as of December 31, 2025.
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| Stock Awards | ||||||||
| | | | | | | | | |
| | | | | | | Equity Incentive Plan Awards: | | Equity Incentive Plan Awards: Market |
| | | Number of Shares | | Market Value of Shares | | Number of Unearned Shares, | | or Payout Value of Unearned Shares, |
| | | that Have Not Vested | | that Have Not Vested(1) | | Units or Other Rights That Have | | Units or other rights That Have |
| Name | | (#) | | ($) | | Not Vested (#) | | Not Vested ($)(1) |
| Ron Bentsur | 96,759 | (2) | 730,530 | | | | — | |
| | | 120,000 | (3) | 906,000 | | | | — |
| | | 210,000 | (4) | 1,585,500 | | | | — |
| | | 250,000 | (6) | 1,887,500 | | | | — |
| Enrique Poradosu | 48,399 | (2) | 365,412 | | | | — | |
| | | 60,000 | (3) | 453,000 | | | | — |
| | | 115,000 | (4) | 868,250 | | | | — |
| | | 130,000 | (5) | 981,500 | | | | — |
| | | 150,000 | (6) | 1,132,500 | | | | — |
| Shay Shemesh | | 48,399 | (2) | 365,412 | | | | — |
| | | 60,000 | (3) | 453,000 | | | | — |
| | | 115,000 | (4) | 868,250 | | | | — |
| | 130,000 | (5) | 981,500 | | | | — | |
| | 150,000 | (6) | 1,132,500 | | | | — | |
| (1) | Market value is based on $7.55 per share, the closing price of our common stock on the Nasdaq Capital Market on December 31, 2025, the last trading day of the fiscal year. |
| (2) | Reflects restricted stock awards granted upon the completion of a $15.3 million financing round in 2021, which will vest on July 15, 2026. |
| (3) | Reflects restricted stock awards granted upon the completion of the Company’s IPO, which will vest on July 15, 2026. |
| (4) | Reflects restricted stock awards granted by the Company, which will vest on July 15, 2026. |
| (5) | Reflects restricted stock awards granted by the Company, which will vest two thirds on July 15, 2026, and one third on January 3, 2027. |
| (6) | Reflects restricted stock awards granted by the Company, which will vest one third on July 15, 2026, one third on January 2, 2027, and one third on January 2, 2028. |
D****IRECTOR COMPENSATION
Director Compensation Program
In February 2022, our directors adopted a Non-Employee Directors Compensation Plan. Our non-employee directors receive the following compensation:
Cash Compensation:
| · | $40,000 annual retainer; |
| · | $5,000 additional annual retainer for Compensation Committee membership; |
| · | $5,000 additional annual retainer for Audit Committee membership; |
| · | $15,000 additional annual retainer for the Audit Committee Chair; and |
| · | $15,000 additional annual retainer for the Compensation Committee Chair. |
Equity Compensation:
| · | Initial Equity Grant: 29,250 options to purchase our common stock, which shares shall vest and become non-forfeitable in equal annual installments over three years, beginning on the first anniversary of the grant date, subject to the director’s continued service on the board of directors on such date. |
| · | Re-Election Equity Grant: Options having an estimated value of approximately $150,000, which shall vest and become non-forfeitable in equal annual installments over three years, beginning on the first anniversary of the grant date, subject to the director’s continued service on the board of directors on such date. |
In addition, each non-employee director receives reimbursement for reasonable travel expenses incurred in attending meetings of our board of directors and meetings of committees of our board of directors.
2025 Director Compensation Table
The following table sets forth the cash and other compensation we paid to the non-employee members of our Board of Directors for all services in all capacities during 2025. Mr. Bentsur is the Chief Executive Officer of the Company and does not receive additional compensation for his service on the Board of Directors.
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | Fees Earned | | Stock | | Option | | |
| | | or Paid in | | Awards | | Awards | | Total |
| Name | | Cash ($)(1) | | ($)(2) | | ($) | | ($) |
| Kenneth Hoberman | 60,000 | 795,600 | (3) | 144,060 | (5) | 999,660 | ||
| Matthew Kaplan | | 50,000 | | 795,600 | (3) | 144,060 | (5) | 989,660 |
| James Oliviero | 60,000 | 795,600 | (3) | 144,060 | (5) | 999,660 | ||
| Juan Sanchez | | 12,500 | | 178,500 | (4) | — | | 191,000 |
| (1) | Represents cash retainer for serving on our Board and committees of the Board. |
| (2) | Reflects the aggregate grant date fair value of restricted stock awards granted during the fiscal year calculated in accordance with FASB ASC Topic 718. Refer to Note 7 in the Notes to the Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, 2025, for information regarding the assumptions used to value these awards |
| (3) | On June 16, 2023, all non-employee directors, except Dr. Sanchez, received a grant of 18,000 restricted stock awards, which vest one third on each anniversary date until 2026. On June 13, 2024, all non-employee directors, except Dr. Sanchez, received a grant of 30,000 restricted stock awards, which vest one third on each anniversary date until 2027. On June 12, 2025, all non-employee directors, except Dr. Sanchez, received a grant of 30,000 restricted stock awards, which vest one third on each anniversary date until 2028. |
| (4) | On November 5, 2025, Dr. Sanchez received a grant of 30,000 restricted stock awards, which vest one third on each anniversary date until 2028. |
| (5) | All non-employee directors, except Dr. Sanchez, received a grant of 29,250 options for their initial equity grant during 2021, all of which are vested. In addition, 15,000 options were granted to the non-employee directors, except Dr. Sanchez, on April 1, 2022, which vest one third on each anniversary date until 2025. All of these options remained outstanding on December 31, 2025. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.