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, 2025, consist of the following:

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Rajiv Shukla, our former Chairman and Chief Executive Officer;

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Bryan Cassaday, our Chief Financial Officer; and

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Kendra Bracken-Ferguson, our former Chief Executive Officer

In January 2025, the Company and Ms. Bracken-Ferguson mutually agreed that Ms. Bracken-Ferguson would no longer serve as the Chief Executive Officer of the Company, effective as of January 20, 2025. Effective as of January 24, 2025, the Board appointed Mr. Shukla, the Company’s then Executive Chairman, as the Chief Executive Officer of the Company. Effective March 16, 2026, Mr. Shukla stepped down from his positions as the Chief Executive Officer of the Company, a Class III director of the Company and the Chairman of the Board.

Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by or paid to our NEOs for services rendered to us in all capacities for the years ended December 31, 2025 and 2024. In addition to serving as our Chief Executive Officer, Mr. Shukla served as the Chairman of our Board during the years ended December 31, 2025 and 2024, but received no additional compensation for his service in this role.

(1)

Under the terms of Mr. Shukla’s Separation Agreement (as defined below), the bonus awarded to Mr. Shukla for 2025 is payable upon the closing of a capital raise of at least $1,000,000.

(2)

Mr. Cassaday’s bonus for 2025 is payable upon the determination that our cash balances are sufficient to pay his bonus in full and fund ninety days of the Company’s budgeted fixed operating expenses. As of March 27, 2026, the bonus remains unpaid.

(3)

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 for each partial year of service.

(4)

In connection with Ms. Bracken-Ferguson’s separation from the Company in January 2025, Ms. Bracken-Ferguson and the Company entered into a separation and release of claims agreement, pursuant to which she was paid cash payments in the aggregate amount of $150,000.

(5)

Amounts shown in this column represent the aggregate grant date fair value of the stock options awarded to the NEOs in fiscal year 2024. These values were 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 2 and 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.

(6)

Except as disclosed in Note 4, the NEOs received no perquisites or benefits that were not available generally to all employees.

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.

2025 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 2025, the 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. These performance objectives include, among others, strategic goals, operational milestones and capital resource and cost management initiatives. 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. Bonuses awarded in 2025 were in excess of each NEO’s target, as no bonuses had been awarded for any year prior to 2025 in order to conserve cash. The Compensation Committee determined that above-target payouts were appropriate in recognition of each NEO’s sustained individual contributions during the period in which no bonuses were paid. The Compensation Committee also determined that above-target payouts were necessary to retain and motivate the NEOs, particularly in light of the extended period during which no bonuses were paid and the competitive market for executive talent.

Long-Term Equity Awards

Our equity-based incentive awards are designed to align the interests of the Company 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. The NEOs received options to purchase shares of Common Stock in 2024. 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 to the NEOs.

The Compensation Committee typically grants equity awards, including 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 2024, we entered into an amended and restated employment agreement with Mr. Shukla (the “Employment Agreement”). Pursuant to this agreement, Mr. Shukla received 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 had 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.

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 was also eligible to participate in our employee benefit plans that are generally available to other employees.

Under the Employment Agreement, if Mr. Shukla was terminated by the Company without “cause” or upon Mr. Shukla’s resignation for “good reason” (each as defined in the Employment Agreement), he would have become entitled to, 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 occurred within three months preceding or 15 months following a “change in control” (as defined in the Employment Agreement), (a) he would have become entitled to, 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 was terminated by the Company due to death or “disability” (as defined in the Employment Agreement), he would have become entitled to a pro rata bonus for the year of termination. The foregoing severance payments and benefits would have been subject to Mr. Shukla executing and not revoking a general release of claims against the Company and its affiliates.

Effective March 16, 2026, Mr. Shukla stepped down from his positions as the Chief Executive Officer of the Company, a Class III director of the Company and the Chairman of the Board. The cessation of Mr. Shukla’s service with the Company was the result of a mutual agreement between Mr. Shukla and the Company related to the Company’s strategic objectives and not due to any disagreement between the Company and Mr. Shukla regarding the Company’s operations, policies, or practices.

The Company and Mr. Shukla entered into a Separation and Release of Claims Agreement (the “Separation Agreement”) on March 13, 2026. Pursuant to the Separation Agreement, subject to Mr. Shukla executing, and not revoking, a general release of claims set forth in the Separation Agreement, and ongoing compliance with the restrictive covenants applicable to him, the Company will provide Mr. Shukla with severance payments set forth in the Separation Agreement, including: (i) monthly payments of $30,000 for a period of 12 months (the “Severance Period”), provided that the Severance Period shall be extended to 18 months in the event that, within three months following the effective date of the Separation Agreement, the Company consummates a transaction or transactions resulting in any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total power to vote for the election of directors of the Company; and (ii) a one-time, lump sum cash payment in satisfaction of Mr. Shukla’s accrued and unpaid bonus of $450,000 for 2025 and a prorated bonus of $30,000 for 2026 upon the closing of a capital raise of at least $1 million. Any vested or unvested stock options or other equity awards held by Mr. Shukla, including those awarded under the Company’s 2023 Long-Term Incentive Plan, and any rights to future equity awards granted under Mr. Shukla’s Amended and Restated Executive Employment Agreement, dated July 30, 2024, were forfeited upon the cessation of Mr. Shukla’s employment with the Company. Mr. Shukla has agreed that, during the Severance Period, he will provide occasional assistance to the Company as reasonably requested, including making periodic introductions to his financial and commercial contacts in his sole and absolute discretion and leveraging his expertise and institutional knowledge for the benefit of the Company.

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 to or 12 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 nine-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 six-month period. In the event of a Qualifying Termination, Mr. Cassaday would also be entitled to receive his compensation, including any unpaid bonus with respect to the prior fiscal year and payment of the applicable monthly premium payable for COBRA continuation coverage for six or nine months, as applicable, to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage. 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. Mr. Cassaday was also eligible to participate in our employee benefit plans that are generally available to other employees.

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 a 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 received cash payments in the aggregate amount of $150,000. 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 Longevity and solicitation of Longevity’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 their respective Restrictive Covenant Agreements.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table sets forth information concerning outstanding equity awards held by each of our NEOs as of December 31, 2025.

(1)

Options granted to Mr. Shukla and Mr. Cassaday 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 options granted to Mr. Shukla were forfeited on the effective date of his separation from the Company.

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 nonqualified 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) 34,880, (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 34,880, 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 50,000 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

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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. Longevity’s 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, 2025 and 2024. 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 2025 and 2024, 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, did not receive any compensation from us for his services on our Board.

Under our non-employee director compensation policy, non-employee directors are entitled to an annual retainer of $50,000.

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 2023, our non-employee directors also received one-time option grants, which are intended to provide equity compensation for board service for four years following the grant. The options 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.

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.

2025 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 2025. 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, 2025. Mr. Shukla’s compensation during the fiscal year 2025 for his service as an executive officer of the Company is set forth above in “Executive Compensation – Summary Compensation Table.”

(1)

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

(2)

As of December 31, 2025, our non-employee directors held unexercised stock options as follows:

(1)

The outstanding stock awards held by Mr. Shukla as of December 31, 2025 are reported under the table under "Outstanding Equity Awards at 2025 Fiscal Year-End" above.