Traws Pharma, Inc.

​

PAY VERSUS PERFORMANCE

Introduction

The following is a disclosure pursuant to the SEC’s pay versus performance (“PVP”) rules. The PVP rules create a new definition of pay, referred to as Compensation Actually Paid (“CAP”), which is compared to certain performance measures as defined by the SEC.

Summary Compensation Table Versus Compensation Actually Paid

The Summary Compensation Table (“SCT”) discloses a mix of compensation earned during the year, e.g., base salary and annual cash incentive, and the full grant date fair value of equity awards granted during the year. The new CAP definition of pay adjusts compensation reported for a particular year to reflect an annualized value of compensation by removing the values mandated by the SCT for equity awards granted during the year and instead including the value of equity awards vesting during the year and the potential change in value of unvested equity awards granted in prior years. It is important to note that the executive did not actually earn or receive the amount defined as CAP in the applicable year.

Pay Versus Performance Table

The following table summarizes the SCT compensation and CAP for our principal executive officers (“PEOs”) and the average for our non-PEO NEOs for 2023, 2024 and 2025. In accordance with the PVP rules, the table also includes certain prescribed performance related measures.

​

(1)

The PEO 1 for 2025 is Werner Cautreels, Ph.D., who served as Chief Executive Officer of the Company until March 31, 2025. The PEO 2 for 2025 is Iain Dukes, D. Phil., who served as Interim Chief Executive Officer from March 31, 2025 to October 1, 2025 and as Chief Executive Officer since October 1, 2025. Non-PEO NEOs for 2025 are Charles Pauza and Nikolay Savchuk, Ph.D.

​

(2)

The PEO 1 for 2024 is Steven M. Fruchtman, M.D., who served as Chief Executive Officer of the Company until April 1, 2024. The PEO 2 for 2024 is Werner Cautreels, Ph.D., who served as Chief Executive Officer of the Company from April 1, 2024 through the year ended December 31, 2024. Non-PEO NEOs for 2024 are Mark P. Guerin and Victor Moyo.

​

(3)

The PEO 1 for 2023 is Steven M. Fruchtman, M.D.; there was no PEO 2 for 2023. Non-PEO NEOs for 2023 are Mark P. Guerin and Victor Moyo.

​

The following table provides additional information on how the preliminary 2025 CAP amounts were determined, starting with SCT compensation and applying the required adjustments, as applicable, in accordance with the PVP rules. Prior-year PVP amounts are carried forward from the Company’s previously disclosed pay versus performance table.

​

(1)

These amounts represent the fair value as of the indicated fiscal year-end, or the vesting date if earlier, of applicable equity awards, calculated using the methodology used for financial reporting purposes.

​

(2)

These amounts represent the change in fair value during the indicated fiscal year of applicable equity awards granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year or vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes.

​

Analysis of Information Presented in the Pay versus Performance Table

The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the PVP table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP, as computed in accordance with SEC rules, for a particular year. In accordance with SEC rules, the Company is providing the following narrative disclosure regarding the relationships between the information presented in the PVP table.

Relationship between CAP and TSR

During fiscal 2023, 2024 and 2025, the value of an initial fixed $100 investment based on total shareholder return was $10.67, $13.93 and $1.77, respectively. CAP amounts for the PEOs and average CAP for the non-PEO NEOs did not move in lockstep with TSR over this period. The differences reflect, among other things, the impact of changes in the fair value of equity awards used in calculating CAP and the Company’s CEO transitions during 2024 and 2025.

Relationship between CAP and Net Income (Loss)

During fiscal 2023, 2024 and 2025, the Company reported GAAP net income (loss) of $(18.9) million, $(166.5) million and $9.2 million, respectively. CAP did not correlate directly with GAAP net income (loss) during the period, as CAP is significantly affected by equity award valuation changes and executive transitions, while GAAP net income (loss) is affected by broader operating results and non-cash accounting items.

Stock Option and Other Compensation Plans

We maintain the 2021 Plan for the purpose of attracting key employees, directors and consultants, inducing them to remain with us and encouraging them to increase their efforts to make our business more successful. The 2021 Plan provides for awards of stock options, stock appreciation rights, restricted stock, RSUs and other equity-based awards.

The following table contains certain information regarding equity awards held by the named executive officers as of December 31, 2025.

Outstanding Equity Awards at 2025 Fiscal Year-End

​

(1)

Unless otherwise noted, all unvested option awards vest 100% on the first year anniversary of the grant date.

​

(2)

These are RSUs issued as inducement grants outside of the Company’s incentive plans in accordance with Nasdaq Listing Rules that vest over four years: 25% on the first anniversary; 25% on the second anniversary; 25% on the third anniversary; and 25% on the further anniversary.

​

(3)

Options vested in 24 equal monthly installments.

​

(4)

Options vested 100% on grant date.

​

Potential Payments Upon Termination of Employment or Change in Control

As discussed under the section of this Proxy Statement entitled “Employment Agreements,” above, we have agreements with our named executive officers pursuant to which they are entitled to receive severance payments upon certain termination events. The information below describes certain compensation that would be available under our existing plans and arrangements if (i) the named executive officer was terminated as of December 31, 2025 or (ii) if a Change in Control, as defined in the applicable employment agreement or plan, occurred on December 31, 2025 and the named executive officer’s employment had been subsequently terminated on the same date.

Acceleration of Equity Awards in connection with a Change in Control

Pursuant to the terms of each named executive officer’s option agreements reflecting options granted under the Company’s 2018 Plan, applicable award agreements reflecting options and RSUs granted under the 2021 Plan and the applicable award agreement reflecting cash-settled stock appreciation rights and cash- settled PSUs, in the event of a “Change in Control” in which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) and the awards are assumed by, or replaced with awards with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation) and the named executive officer’s employment or service is terminated without “Cause” or the named executive officer terminates his employment for “Good Reason” ​(as such terms are defined in the applicable award agreement), all such awards shall fully vest and, if applicable, become exercisable, upon termination of employment or service. In the event that the surviving corporation (or a parent or subsidiary of the surviving corporation) does not assume or replace the awards with grants that have comparable terms, and named executive officer is employed by, or providing services to, the Company and its subsidiaries on the date of the Change in Control, all awards granted pursuant to such award agreements shall fully vest and, if applicable, become exercisable.

Termination Other than for Cause, Death or Disability; Resignation for Good Reason

The outstanding options, RSUs and stock appreciation rights held by our named executive officers will vest and, if applicable, become exercisable in the event that the named executive officer’s employment or service is terminated without “Cause” or the named executive officer terminates his employment for “Good Reason” ​(as such terms are defined in the applicable award agreement).

Equity Compensation Plan Information

The following table summarizes the total number of outstanding awards and shares available for other future issuances of options under our equity compensation plans as of December 31, 2025.

​

(1)

Consists of stock options and RSUs granted under our 2013 Plan, 2018 Plan and the 2021 Plan (collectively, the “Plans”).

​

(2)

The weighted average exercise price is calculated based solely on the outstanding stock options. It does not take into account the shares issuable upon vesting of outstanding RSU awards, which have no exercise price.

​

(3)

Consists of shares remaining available for issuance under our 2021 Plan as of December 31, 2024.

​

(4)

Consists of (i) 21,200 shares of common stock underlying outstanding RSUs issued as inducement awards outside of the Plans in April 2024 in accordance with Nasdaq Listing Rules, and (ii) stock options to purchase 365,547 shares of common stock that were assumed by the Company in connection with our acquisition of Trawsfynydd. No additional awards may be granted under the Trawsfynydd Therapeutics, Inc. 2021 Stock Plan, pursuant to which such assumed stock options were initially granted.

​