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Acurx Pharmaceuticals, Inc.

For the period ended Dec 31, 2025. Filed Mar 12, 2026.

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FY2025 · Filed Mar 12, 2026

ACXP$1.060.0%Stored close · as of Nov 9, 2026

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Item 11. Executive Compensation

Summary Compensation Table

The following table contains information concerning the compensation during each of the two years ended December 31, 2025 and 2024 to persons covered by Item 402(m)(2) of Regulation S-K (the “named executive officers”).

​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​Non-equity​Nonqualified​​​​
​​​​​​​​​​​​incentive​deferred​​​​
​​​​​​​​Stock​Option​plan​compensation​All other​​
​​​​Salary​Bonus​awards​awards​compensation​earnings​compensation​Total
Name and principal position​ ​Year​ ​($)​($)​ ​($)​ ​($)​ ​($)​ ​($)​($)(1)​ ​($)
David P. Luci (2)​2025​550,000​—​—​—​—​154,000​25,385​729,385
President and Chief Executive Officer​2024​537,508​249,375​—​—​—​644,500​—​1,431,383
Robert J. DeLuccia (3)​2025​550,000​—​—​—​—​154,000​67,727​771,727
Executive Chairman​2024​539,172​254,625​—​—​—​644,500​25,133​1,463,430
Robert G. Shawah (4)​2025​400,000​—​—​—​—​89,628​13,854​503,482
Chief Financial Officer​2024​395,840​137,813​—​—​—​373,810​—​907,463

(1) Other compensation includes payments for healthcare insurance premiums for Mr. DeLuccia and payments for accrued but unused vacation time for Mr. Luci, Mr. DeLuccia and Mr. Shawah.

(2) Mr. Luci’s base annual salary was $550,000 for the year ended December 31, 2025. In 2025, Mr. Luci received a stock option grant in settlement of his previously accrued 2024 bonus with an exercise price of $15.96 per share. The options were valued using the Black Scholes option valuation model. The options had no intrinsic value at March 12, 2026.

(3) Mr. DeLuccia’s base salary was $550,000 for the year ended December 31, 2025. In 2025, Mr. DeLuccia received a stock option grant in settlement of his previously accrued 2024 bonus with an exercise price of $15.96 per share. The options were valued using the Black Scholes option valuation model. The options had no intrinsic value at March 12, 2026.

(4) Mr. Shawah’s base salary was $400,000 for the year ended December 31, 2025. In 2025, Mr. Shawah received a stock option grant in settlement of his previously accrued 2024 bonus with an exercise price of $15.96 per share. The options were valued using the Black Scholes option valuation model. The options had no intrinsic value at March 12, 2026.

Narrative Disclosure to Summary Compensation Table

Executive Employment Agreements

The following summaries set forth the material terms of the employment agreements entered into with our named executive officers. Each such agreement provides generally that, in the event the named executive officer’s role is terminated by the Board without cause or the named executive officer resigns for “good reason,” they will be entitled to receive an amount equal to two times the sum of their annual base salary and target bonus (DeLuccia and Luci) and one times the sum of annual base salary and target bonus (Shawah), in each case, plus any other incentive compensation earned but unpaid as of the date of termination, and their stock option grant(s) will become fully vested as of the date of termination.

Robert J. DeLuccia, Executive Chairman of the Board and Director

Mr. DeLuccia entered into an employment agreement with us, dated February 5, 2018, and an amended employment agreement dated January 12, 2021. Mr. DeLuccia entered into an Amended and Restated Employment Agreement, dated May 25, 2021, and effective June 29, 2021 (the “DeLuccia Amended and Restated Employment Agreement”). The DeLuccia Amended and Restated Employment Agreement provides for a base salary of $450,000 per year and a potential incentive award bonus of up to 40% (or a higher or lower amount if so determined by the Board) of his base salary on an annualized basis (which amount shall be fixed for the first 12 months of the term). Effective January 13, 2022, Mr. DeLuccia’s base salary was increased to $475,000 and his annual performance bonus increased to up to 45% percent of his base salary. Effective February 13, 2023, Mr. DeLuccia’s salary was increased to $485,000 and his annual bonus target was increased to up to 50% percent of his salary. Effective March 1, 2024, Mr. DeLuccia’s salary was increased to $550,000. Mr. DeLuccia’s employment agreement provides for the grant of an initial stock option award equal to 25,000 shares of common stock, 25% of which vested on the closing date of our IPO and 75% of which vest pro rata on a monthly basis for 36 months thereafter, subject to accelerated vesting under certain circumstances. The options will have an exercise price equal to the fair market value of our common stock on the date of grant with a term of ten years from the date of grant. Mr. DeLuccia also earned a one-time bonus of $60,000 upon the closing of our IPO.

David P. Luci, President and Chief Executive Officer, Director

Mr. Luci entered into an employment agreement with us, dated February 5, 2018, and an amended employment agreement dated January 12, 2021. Mr. Luci entered into an Amended and Restated Employment Agreement, dated as of May 25, 2021, and effective June 29, 2021 (the “Luci Amended and Restated Employment Agreement”). The Luci Amended and Restated Employment Agreement provides for a base salary of $450,000 per year and a potential incentive award bonus of up to 40% (or a higher or lower amount if so determined by the Board) of his base salary on an annualized basis (which amount shall be fixed for the first 12 months of the term). Effective January 13, 2022, Mr. Luci’s base salary was increased to $475,000 and his annual performance bonus increased to up to 45% percent of his base salary. Effective February 13, 2023, the annual bonus target was increased to up to 50% percent of his salary. Effective March 1, 2024, Mr. Luci’s salary was increased to $550,000. Mr. Luci’s employment agreement provides for the grant of an initial stock option award equal to 25,000 shares of common stock, 25% of which vested on the closing date of our IPO and 75% of which vest pro rata on a monthly basis for 36 months thereafter, subject to accelerated vesting under certain circumstances. The options will have an exercise price equal to the fair market value of our common stock on the date of grant with a term of ten years from the date of grant. Mr. Luci also earned a one-time bonus of $60,000 upon the closing of our IPO.

Robert Shawah, Chief Financial Officer

Mr. Shawah entered into an employee offer letter with us, dated June 1, 2018, and an amended offer letter, dated January 2, 2019, and the second amended offer letter dated January 12, 2021. In addition, we and Mr. Shawah entered into the Amended and Restated Employment Agreement, dated May 25, 2021, and effective June 29, 2021 (the “Shawah Amended and Restated Employment Agreement”). The Shawah Amended and Restated Employment Agreement provides for a base salary of $250,000 per year and a potential incentive award bonus of up to 30% (or a higher or lower amount if so determined by the Board) of his base salary on an annualized basis. Effective January 13, 2022, Mr. Shawah’s base salary was increased to $300,000 and his annual performance bonus increased to up to 35% percent of his base salary. Effective February 13, 2023, Mr. Shawah’s salary was increased to $375,000. Effective March 1, 2024, Mr. Shawah’s salary was increased to $400,000 with a 40% bonus target. Mr. Shawah’s employment agreement provides for the grant of an initial stock option award equal to 10,000 shares of common stock, 25% of which vested on the closing date of our IPO and 75% of which vest pro rata on a monthly basis for 36 months thereafter, subject to accelerated vesting under certain circumstances. The options will have an exercise price equal to the fair market value of our common stock on the date of grant with a term of ten years from the date of grant. Mr. Shawah also earned a one-time bonus of $25,000 upon the closing of our IPO.

Other Compensation Policies and Practices

Insider Trading Policy

Our Insider Trading Policy prohibits directors, executive officers and other “designated insiders” from engaging in most transactions involving our common stock during periods, determined by us, that those individuals are most likely to be aware of material, non-public information. Directors, executive officers and other designated insiders subject to stock ownership guidelines must clear all their transactions in our common stock with the Chief Financial Officer in advance. Additionally, it is our policy that directors, executive officers and designated insiders are not permitted to hedge their ownership of Company securities, including (a) trading in publicly-traded options, (b) selling any security of the Company “short” and (c) purchasing any financial instruments (including straddles, collars or other similar risk reduction or hedging devices) or otherwise engaging in transactions that are designed to or have the effect of offsetting any decrease in the market value of our securities. A copy of our Insider Trading Policy is attached hereto as exhibit 19.1.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2025, to each of the executive officers named in the Summary Compensation Table.

Outstanding Equity** **Awards at Fiscal Year-End

​​​​​​​​​​​​​​​​​​​
​​​​​​Option Awards​​​​​​​Stock Awards​​​​
​​​​​​​​​​​​​​​​​​Equity
​​​​​​​​​​​​​​​​​​Incentive
​​​​​​​​​​​​​​​​Equity​Plan
​​​​​​​​​​​​​​​​Incentive​Awards:
​​​​​​​​​​​​​​​​Plan​Market or
​​​​​​Equity​​​​​​​​​Awards:​Payout
​​​​​​Incentive​​​​​​​​​Number of​Value of
​​​​​​95288​​​​​​​Market​Unearned​Unearned
​​​​​​Awards:​​​​​Number​Value of​Shares,​Shares,
​​Number of​Number of​Number of​​​​​of Shares​Shares or​Units or​Units or
​​Securities​Securities​Securities​​​​​or Units​Units of​Other​Other
​​Underlying​Underlying​Underlying​​​​​of Stock​Stock​Rights​Rights
​​Unexercised​Unexercised​Unexercised​Option​​​that have​that have​that have​that have
​​Options​Options​Unearned​Exercise​Option​not​not​not​not
​​Exercisable​Unexercisable​Options​Price​Expiration​Vested​Vested​Vested​Vested
Name and Principal Position​(#)​(#)​(#)​($)​Date​(#)​($)​(#)​($)
David P. Luci​17,500​—​—​125.20​June 2031​—​—​—​—
President and Chief Executive Officer(1)​25,000​—​—​123.60​July 2031​—​—​—​—
​​6,139​361​—​68.20​Feb 2033​—​—​—​—
​​7,639​4,861​—​63.00​Feb 2034​—​—​—​—
​​12,500​—​—​15.96​Feb 2035​—​—​—​—
Robert J. DeLuccia​17,500​—​—​125.20​June 2031​—​—​—​—
Executive Chairman(2)​25,000​—​—​123.60​July 2031​—​—​—​—
​​6,139​361​—​68.20​Feb 2033​—​—​—​—
​​7,639​4,861​—​63.00​Feb 2034​—​—​—​—
​​12,500​—​—​15.96​Feb 2035​—​—​—​—
Robert G. Shawah​3,500​—​—​125.20​June 2031​—​—​—​—
Chief Financial Officer(3)​10,000​—​—​123.60​July 2031​—​—​—​—
​​3,542​208​—​68.20​Feb 2033​—​—​—​—
​​4,431​2,819​—​63.00​Feb 2034​—​—​—​—
​​7,275​—​—​15.96​Feb 2035​—​—​—​—

(1) On June 29, 2021 (the “June Grant Date”), Mr. Luci was granted stock options to purchase 17,500 shares of common stock. 40% of the stock options granted became vested and exercisable on the June Grant Date, and 60% of the stock options shall become vested and exercisable as of each monthly anniversary from the June Grant Date, such that all stock options shall be fully vested and exercisable by June 29, 2024. On July 1, 2021 (the “July Grant Date”), Mr. Luci was granted stock options to purchase 25,000 shares of common stock in connection with his service as President and Chief Executive Officer pursuant to his employment agreement. 25% of the stock options granted became vested and exercisable on the July Grant Date, and 75% of the stock options shall become vested and exercisable as of each monthly anniversary from the July Grant Date, such that all stock options shall be fully vested and exercisable by July 1, 2024. On February 13, 2023, (the “February Grant Date”), Mr. Luci was granted stock options to purchase 6,500 shares of common stock in connection with his service as President and Chief Executive Officer pursuant to his employment agreement, and such stock options shall become vested and exercisable pro-rata on a monthly basis over 36 months, such that all stock options shall be fully vested and exercisable by February 13, 2026. On February 23, 2024, (the “February Grant Date”), Mr. Luci was granted stock options to purchase 12,500 shares of common stock in connection with his service as President and Chief Executive Officer pursuant to his employment agreement, and such stock options shall

become vested and exercisable pro-rata on a monthly basis over 36 months, such that all stock options shall be fully vested and exercisable by February 23, 2027. On February 5, 2025, (the “February Grant Date”), Mr. Luci was granted stock options to purchase 12,500 shares of common stock in lieu of cash bonus payment, and the options were fully vested and exercisable on the grant date.

(2) On the June Grant Date, Mr. DeLuccia was granted stock options to purchase 17,500 shares of common stock. 40% of the stock options granted became vested and exercisable on the June Grant Date, and 60% of the stock options shall become vested and exercisable as of each monthly anniversary from the June Grant Date, such that all stock options shall be fully vested and exercisable by June 29, 2024. On the July Grant Date, the Mr. DeLuccia was granted stock options to purchase 25,000 shares of common stock in connection with his service as the Executive Chairman pursuant to his employment agreement. 25% of the stock options granted became vested and exercisable on the July Grant Date, and 75% of the stock options shall become vested and exercisable as of each monthly anniversary from the July Grant Date, such that all stock options shall be fully vested and exercisable by July 1, 2024. On February 13, 2023, (the “February Grant Date”), Mr. DeLuccia was granted stock options to purchase 6,500 shares of common stock in connection with his service as Executive Chairman pursuant to his employment agreement, and such stock options shall become vested and exercisable pro-rata on a monthly basis over 36 months, such that all stock options shall be fully vested and exercisable by February 13, 2026. On February 23, 2024, (the “February Grant Date”), Mr. DeLuccia was granted stock options to purchase 12,500 shares of common stock in connection with his service as Executive Chairman pursuant to his employment agreement, and such stock options shall become vested and exercisable pro-rata on a monthly basis over 36 months, such that all stock options shall be fully vested and exercisable by February 23, 2027. On February 5, 2025, (the “February Grant Date”), Mr. DeLuccia was granted stock options to purchase 12,500 shares of common stock in lieu of cash bonus payment, and the options were fully vested and exercisable on the grant date.

(3) On the June Grant Date, Mr. Shawah was granted stock options to purchase 3,500 shares of common stock. 40% of the stock options granted became vested and exercisable on the June Grant Date, and 60% of the stock options shall become vested and exercisable as of each monthly anniversary from the June Grant Date, such that all stock options shall be fully vested and exercisable by June 29, 2024. On the July Grant Date, Mr. Shawah was granted stock options to purchase 10,000 shares of common stock in connection with his service as Chief Financial Officer pursuant to his employment agreement. 25% of the stock options granted became vested and exercisable on the July Grant Date, and 75% of the stock options shall become vested and exercisable as of each monthly anniversary from the July Grant Date, such that all stock options shall be fully vested and exercisable by July 1, 2024. On February 13, 2023, (the “February Grant Date”), Mr. Shawah was granted stock options to purchase 3,750 shares of common stock in connection with his service as Chief Financial Officer pursuant to his employment agreement, and such stock options shall become vested and exercisable pro-rata on a monthly basis over 36 months, such that all stock options shall be fully vested and exercisable by February 13, 2026. On February 23, 2024, (the “February Grant Date”), Mr. Shawah was granted stock options to purchase 7,250 shares of common stock in connection with his service as Chief Financial Officer pursuant to his employment agreement, and such stock options shall become vested and exercisable pro-rata on a monthly basis over 36 months, such that all stock options shall be fully vested and exercisable by February 23, 2027. On February 5, 2025, (the “February Grant Date”), Mr. Shawah was granted stock options to purchase 7,275 shares of common stock in lieu of cash bonus payment, and the options were fully vested and exercisable on the grant date.

Director Compensation

The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2025, to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our board of directors.

​​​​​​​​​​​​​​​
​​Fees​​​​​​​Nonqualified​​​​
​​Earned or​​​​​Non-Equity​Deferred​​​​
​​Paid in​Stock​Option​Incentive Plan​Compensation​All Other​​
​​Cash​Awards​Awards​Compensation​Earnings​Compensation​Total
Name​ ​($)​ ​($)​ ​($)​ ​($)​ ​($)​ ​($)​ ​($)
Carl V. Sailer(1)​45,000​—​—​—​—​—​45,000
Jack H. Dean(2)​40,000​—​—​—​—​—​40,000
Joseph C. Scodari(3)​57,500​—​—​—​—​—​57,500
Thomas Harrison(4)​52,500​—​—​—​—​—​52,500
James Donohue(5)​55,000​—​—​—​—​—​55,000

(1) Mr. Sailer had 3,600 option awards outstanding at December 31, 2025.

(2) Mr. Dean had 3,600 option awards outstanding at December 31, 2025.

(3) Mr. Scodari had 3,600 option awards outstanding at December 31, 2025.

(4) Mr. Harrison had 3,600 option awards outstanding at December 31, 2025.

(5) Mr. Donohue had 3,600 option awards outstanding at December 31, 2025.

During the fiscal year ended December 31, 2025, we paid an annual cash retainer of $40,000 to each independent director for their service on our board of directors. In addition to the annual retainer, the chairpersons of the Audit Committee and Compensation Committee are entitled to an additional cash retainer of $15,000 and $10,000 per year, respectively. Non-chair members of the Audit Committee and Compensation Committee are entitled to an additional cash retainer of $7,500 and $5,000 per year, respectively.

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