BeyondSpring Inc.

In reviewing this Executive Compensation section, please note that the Company is a “smaller reporting company” as defined under applicable SEC rules and is permitted to include scaled disclosure with respect to certain executive compensation information otherwise required by Item 402 of Regulation S-K.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. For the fiscal year ended December 31, 2024, our named executive officers (“NEOs”) and their positions were as follows:

Summary Compensation Table

The following table provides information regarding the compensation earned by our NEOs from the Company and its subsidiaries for the years ended December 31, 2023 and December 31, 2024.

Elements of Compensation

Our NEOs were provided with the following primary elements of compensation in 2024:

Base Salaries

Each of Dr. Lan Huang and Dr. June Lu received a fixed base salary from the Company in respect of 2024 (in respect of Dr. Huang, from both the Company and SEED). The 2024 base salaries for our NEOs were as follows: (a) $452,920 for Dr. Lan Huang, and (b) $253,500 for Dr. June Lu. Dr. G. Kenneth Lloyd didn’t receive a base salary in 2024, as Dr. Lloyd was engaged by the Company through his consulting service contract entered into with the Company, and received consulting fees as detailed in the Summary Compensation Table.

Annual Incentive Bonuses

Under the terms of Dr. Huang’s employment agreement, Dr. Huang is eligible to participate in any bonus program, on a basis consistent with that applicable to other senior management employees, in accordance with company policy. For years of 2023 and 2024, Dr. Huang’s target annual merit bonuses were 50% of her then-effective base salary. Under the terms of Dr Lu’s offer letter, Dr. Lu was eligible to receive an annual bonus of up to 25% of her base salary, subject to the Company’s performance and terms and conditions to be established by the Company. Dr. G. Kenneth Lloyd was not entitled to receive annual incentive bonuses for years of 2023 or 2024.

The amounts of annual incentive bonuses that each of Dr. Huang and Dr. Lu earned for the years of 2023 and 2024 were included in the Summary Compensation Table, which were based on the performance for the years of 2024 and 2023, and paid or scheduled to be paid in the following years, respectively. The bonuses earned by each of Dr. Huang and Dr. Lu for 2023 and 2024 are the products of (i) their respective target bonus for the year, expressed as a percentage of their then-effective base salary; (ii) a corporate rate as determined by the Compensation Committee, based on the Compensation Committee’s evaluation of Company performance of the year; and (iii) an individual rate based on the valuations of the NEO’s individual performance, including the NEO’s self-evaluations. As of the date of this Annual Report, the 2024 annual incentive bonuses earned by each of Dr. Huang and Dr. Lu have not been paid by the Company, and an amount of $32,113 of Dr. Huang’s 2023 annual incentive bonuses remains unpaid. For Dr. Huang, her annual incentive bonuses include those earned from both the Company and SEED. Refer to section entitled “—Executive Employment Agreements” below for a more detailed description of Dr. Huang’s employment arrangement.

Equity Awards

We granted the following options to our NEOs in fiscal year 2024:

In addition, on February 15, 2024, SEED granted to Dr. Huang an incentive share option to purchase 250,000 ordinary shares of SEED under SEED’s 2022 Share Incentive Plan (the “SEED Incentive Plan”), at an exercise price of $0.50 per share. The aggregate grant date fair value of these options is $30,000, computed in accordance with ASC 718.

Additional information regarding outstanding equity awards held by each of our NEOs is described in greater detail in the section entitled “—Outstanding Equity Awards at Fiscal Year End for 2024” below.

Retirement Benefits

BeyondSpring U.S. maintains a tax-qualified 401(k) savings plan for its employees in the U.S. The Company’s named executive officers are eligible to participate in the 401(k) plan on the same basis as its other employees. The 401(k) plan provides for an employer match of 100% of employee deferrals up to 6% of the employee’s compensation, capped at the statutory compensation limits. Company matching contributions are 100% vested after one year of service.

The Company does not maintain defined benefit plans or nonqualified deferred compensation plans.

Employee Benefits and Perquisites

Dr. Huang and Dr. Lu are eligible to participate in our other broad-based employee benefit plans, including our medical, dental, vision, disability and life insurance plans, in each case, on the same basis as our employees generally and subject to the terms and eligibility requirements of those plans. In accordance with his consulting agreement, Dr. Lloyd was reimbursed for the cost of health insurance for him up to $500 per month.

Outstanding Equity Awards at 2024 Fiscal Year End

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

Executive Employment Agreements

The Company has entered into employment agreements with Dr. Huang and Dr. Lu. The key terms of the employment related agreements are described below.

Employment Agreement with Lan Huang, Ph.D., Chief Executive Officer

Dr. Lan Huang, our Co-founder, Chairperson, Chief Executive Officer and Principal Financial Officer, is party to an amended and restated employment agreement with BeyondSpring U.S. dated as of November 10, 2016, as amended by those letter amendments effective January 1, 2020, January 19, 2021, January 11, 2022, April 1, 2023, November 1, 2023, and August 7, 2024. Dr. Huang’s employment agreement provides for a base salary, which has been adjusted from time to time. Dr. Huang is also party to a separate employment agreement with a subsidiary of SEED, pursuant to which Dr. Huang has been assigned by the Company to SEED on a part-time basis and receives a base salary from SEED, which reduces her base salary from us. If Dr. Huang’s employment with SEED terminates other than for cause, Dr. Huang will resume full time employment with us and her base salary from us will be restored.

Pursuant to Dr. Huang’s employment agreement, Dr. Huang is eligible to participate in any bonus program, on a basis consistent with that applicable to other employees at her level, in accordance with company policy, with a target annual merit bonus of 50% of base salary for fiscal year 2023 and 2024. Dr. Huang’s employment is at will, and can be terminated by us at any time or by Dr. Huang upon three months’ notice. Dr. Huang’s employment agreement contains a two year non-solicit of employees, a confidentiality provision and an assignment of intellectual property provision.

Dr. Huang’s employment agreement also provides for severance payments and benefits in the event that Dr. Huang’s employment is terminated by the Company without “cause” or by Dr. Huang with “good reason” (each as defined under Dr. Huang’s employment agreement), subject to the terms and conditions thereof. Additional information regarding Dr. Huang’s severance entitlements is described in greater detail in the section entitled “—Potential Payments Upon Termination or Change in Control” below.

Offer Letter with June Lu, Ph.D., Chief Scientific Officer

Dr. Lu is party to an offer letter with BeyondSpring U.S. dated September 17, 2021, as amended effective as of April 1, 2024. Dr. Lu’s offer letter provides for an annual base salary, which has been adjusted from time to time, and her eligibility for an annual bonus of up to 25% of her base salary, subject to the Company’s performance and terms and conditions to be established by the Company. Effective April 1, 2024, Dr. Lu was promoted to Chief Scientific Officer. Dr. Lu’s employment is at will, and can be terminated by us or by Dr. Lu at any time and for any reason.

Consulting Agreement with G. Kenneth Lloyd, Ph.D., Former Chief Scientific Officer

Dr. G. Kenneth Lloyd had been engaged as the Company’s Chief Scientific Officer until March 31, 2024 through consulting service contracts entered into with the Company, as amended from time to time. Dr. Lloyd retired from his role as Chief Scientific Officer of the Company, effective as of March 31, 2024, and continued to provide services in an advisory role to the Company pursuant to the consulting service contracts through November 1, 2024. The consulting service contracts entered into with Dr. Lloyd, as amended from time to time, provide for payment of consulting fees for his services provided to the Company and its subsidiaries, and reimbursement for the cost of Dr. Lloyd’s health insurance. On November 1, 2024, Dr. Lloyd’s consulting agreement terminated in accordance with its terms.

Potential Payments Upon Termination or Change in Control

Lan Huang, Ph.D., Chief Executive Officer

Effective with the January 11, 2022 amendment to Dr. Huang’s employment agreement, in the event that Dr. Huang’s employment is terminated by the Company without “cause” or by Dr. Huang with “good reason” (as each such term is defined in the employment agreement), Dr. Huang would become entitled (subject to her execution and nonrevocation of a release of claims) to the payment of (i) her then base salary for the nine (9) month period commencing on the date of termination (the “Severance Period”), payable over the Severance Period in regular installments in accordance with the Company’s normal payroll practices and (ii) a pro-rated portion of any bonus earned for the year in which the date of termination occurs, based on actual performance results, and paid at the same time as other senior executives.

Under the terms of the restricted share award agreements, if an executive officer is terminated without “cause” within 12 months of a “change in control” (each as defined in the BeyondSpring Inc. 2017 Omnibus Incentive Plan, as amended and restated as of September 18, 2020, the “2017 Omnibus Incentive Plan”), then any unvested time-based restricted shares will become fully vested on the termination date. If the executive officer’s employment or engagement terminates due to death or disability, the next tranche of time-based restricted shares that would have vested had the executive officer remained in service with us through the applicable vesting date will become fully vested on the termination date, and any remaining unvested time-based restricted shares as of the termination date will be forfeited. Upon any other termination of employment or engagement, all unvested time-based restricted shares as of the termination date will be forfeited. Upon any termination of service for any reason, all unvested performance-based restricted shares as of the termination date will be forfeited.

Under the terms of the 2017 Omnibus Incentive Plan and option agreements, (i) if the options are assumed or substituted for in the change in control, if the executive officer is terminated without cause within 12 months of such change in control, then any unvested options will become vested and will remain exercisable for the 90-day period following the termination date, and (ii) if the options are not assumed or substituted for in the change of control, then any unvested options will become vested upon such change of control and otherwise be treated as determined by the plan administrator. If the executive officer’s employment or engagement terminates due to death or disability, the next tranche of time-based options that would have vested had the executive officer remained employed or engaged through the applicable vesting date will become fully vested on the termination date (and will remain exercisable for one year following such termination), and any remaining unvested time-based options will be forfeited. On a termination by us for cause, all vested and unvested options are forfeited. On a termination for any other reason, vested options remain exercisable for three months following such termination date. Upon any termination of employment, any unvested performance-based options as of the termination date will be forfeited.

June Lu, Ph.D., Chief Scientific Officer

Under the terms of the restricted share award agreements, if an executive officer is terminated without “cause” within 12 months of a “change in control” (each as defined in the 2017 Omnibus Incentive Plan), then any unvested time-based restricted shares will become fully vested on the termination date. If the executive officer’s employment or engagement terminates due to death or disability, the next tranche of time-based restricted shares that would have vested had the executive officer remained in service with us through the applicable vesting date will become fully vested on the termination date, and any remaining unvested time-based restricted shares as of the termination date will be forfeited. Upon any other termination of employment or engagement, all unvested time-based restricted shares as of the termination date will be forfeited. Upon any termination of service for any reason, all unvested performance-based restricted shares as of the termination date will be forfeited.

Under the terms of the 2017 Omnibus Incentive Plan and option agreements, (i) if the options are assumed or substituted for in the change in control, if the executive officer is terminated without cause within 12 months of such change in control, then any unvested options will become vested and will remain exercisable for the 90-day period following the termination date, and (ii) if the options are not assumed or substituted for in the change of control, then any unvested options will become vested upon such change of control and otherwise be treated as determined by the plan administrator. If the executive officer’s employment or engagement terminates due to death or disability, the next tranche of time-based options that would have vested had the executive officer remained employed or engaged through the applicable vesting date will become fully vested on the termination date (and will remain exercisable for one year following such termination), and any remaining unvested time-based options will be forfeited. On a termination by us for cause, all vested and unvested options are forfeited. On a termination for any other reason, vested options remain exercisable for three months following such termination date. Upon any termination of employment, any unvested performance-based options as of the termination date will be forfeited.

Director Compensation

We have entered into a director agreement (a “Director Agreement”), with each of our non-employee directors. Under the terms of each Director Agreement (as amended effective July 1, 2020), the compensation payable to our non-employee directors consists of:

Such options are granted under the 2017 Omnibus Incentive Plan, with a per share exercise price equal to the fair market value per share as of the date of grant. The initial option grant for a new director (made in respect of the director’s first 12 months of service) is issued on or around the date of commencement of service, and vests in three equal installments on the first three anniversaries of the grant date, subject to the director’s continued service as our director through the applicable vesting date. The annual director grants are made on a fiscal year basis at the start of the applicable fiscal year (with the annual grant made in respect of the first full fiscal year beginning during the director’s term to be pro-rated for the length of service from the first anniversary of the director’s start date through the end of such fiscal year), and vest on the first anniversary of the grant date, subject to the director’s continued service as our director through the vesting date. All director option grants are subject to the terms and conditions of the 2017 Omnibus Incentive Plan and the applicable option award agreement memorializing such grant.

Director Compensation Table for 2024

The following table summarizes the total compensation earned by our non-employee directors in 2024.

Policies And Practices Related to The Grant of Certain Equity Awards

We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, service or promotion. Although we do not have a formal policy regarding the timing of stock option grants, we donot grant stock options or any other form of equity compensation in anticipation of the release of material, non-public information. Similarly, we donot time the release of material, non-public information based on stock option or other equity award grant dates for the purpose of affecting the value of executive compensation. During the last completed fiscal year, we have not made stock option awards to any named executive officer during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K. For clarity, we note that as a foreign private issuer, we were not subject to the relevant filing requirements during the last completed fiscal year.