Hoth Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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FY2025 · Filed Mar 27, 2026
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Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth the compensation paid or accrued during the fiscal year ended December 31, 2025 and 2024 to our principal executive officer (the “named executive officer”):
| ● | Robb Knie, Chief Executive Officer and President |
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(4) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Nonqualified deferred compensation earnings ($) | All Other Compensation ($)(3) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Robb Knie | 2025 | 485,833 | 200,000 | 968,000 | 129,370 | - | - | 146,877 | 1,930,080 |
| Chief Executive Officer and President | 2024 | 450,000 | 200,000 | - | 449,685 | - | - | 127,107 | 1,226,792 |
| (1) | Represents payments of discretionary bonuses for performance during the applicable years as determined by the board, and as further described below Bonus Arrangements. |
| (2) | Represents the aggregate grant date fair value of options granted for the fiscal year ended December 31, 2025 and December 31, 2024 as determined in accordance with FASB ASC Topic 718, rather than the amount paid to or realized by Robb Knie. See Note 6, “Stockholders’ Equity” in the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 and December 31, 2024 included elsewhere in this Annual Report on Form 10-K for more information regarding the Company’s accounting for share-based compensation plans. |
| (3) | All other compensation represents the employer matching contributions to Robb Knie’s 401(k) account and the amounts received for his executive health or supplemental health insurance premiums. Mr. Knie received (i) an employer 401(k) contribution in the amount of $21,000 and $20,475 for fiscal years 2025 and 2024, respectively, and (ii) payments for executive health or supplemental medical insurance premiums in the amount of $125,877 and $106,632 for fiscal years 2025 and 2024, respectively. |
| (4) | Represents the grant date fair value of restricted stock units granted for the fiscal year ended December 31, 2025. On August 28, 2025, we issued 800,000 shares of common stock to Mr. Knie as compensation under our equity incentive plan. The total grant-date fair value of the awards was $968,000, which was recognized as compensation expense in the consolidated statements of operations for the year ended December 31, 2025. In connection with the issuance, we withheld 310,744 shares with a total fair value of $376,000 to satisfy employees’ minimum statutory tax withholding obligations. As a result, we issued a net of 489,256 shares to Mr. Knie. The shares withheld for taxes are accounted for as a repurchase of shares and do not reduce the amount of compensation expense recognized. The Company remitted the related cash obligation to taxing authorities during the period. |
Employment Agreements
Robb Knie Employment Agreement
On August 21, 2025, the board of directors of the Company approved the entry into an employment agreement (the “Employment Agreement”) with Robb Knie and on August 22, 2025 (the “Effective Date”) the Company entered into the Employment Agreement with Robb Knie pursuant to which Mr. Knie shall continue to serve as Chief Executive Officer and President of the Company. Unless terminated earlier pursuant to its terms, the Employment Agreement shall commence on the Effective Date and shall continue until the third anniversary of the Effective Date and thereafter shall automatically renew for successive one year terms unless either party provides written notice of non-renewal to the other party at least six months prior to the last day of the then-current term.
Pursuant to the Employment Agreement, Mr. Knie shall (i) receive an annual base salary of $550,000, (ii) be eligible to receive an annual bonus of up to $550,000 based upon the achievement of Company and individual performance targets established by the Company’s compensation committee, (iii) be eligible to receive equity incentive and (iv) be entitled to participate in any benefit plans offered by the Company (the “Benefit Plans”). Furthermore, the Company will cover Mr. Knie under directors’ and officers’ liability insurance during his employment and for a period of six years following the termination of his employment. In addition, if during the term of the Employment Agreement (and so long as Mr. Knie is employed by the Company on the closing date of the Transaction (as defined below)), the Company enters into a Transaction, Mr. Knie will be eligible to receive a one-time bonus (the “Transaction Bonus”), based on the Equity Value (as defined in the Employment Agreement) of the Company measured as of the closing date of such Transaction as set forth in the Employment Agreement; provided that if multiple Transactions occur during the term of the Employment Agreement which would qualify as the Transaction, the Transaction Bonus will only be payable with respect to the first Transaction. The Transaction Bonus shall be payable to Mr. Knie in the same form of consideration received by the Company’s stockholders or in cash at the rate of 1.5% of license fees received from an out license agreement.
Mr. Knie’s employment may be terminated (i) upon his death, (ii) by the Company (A) in the event of his Disability (as defined in the Employment Agreement), (B) for Cause (as defined in the Employment Agreement) or (C) without Cause on 30 days’ prior written notice or (iii) by Mr. Knie for (A) Good Reason (as defined in the Employment Agreement) or (B) on 30 days’ prior written notice to the Company. If Mr. Knie’s employment is terminated by (i) the Company without Cause or the Company’s decision not to renew the Employment Agreement or (ii) by Mr. Knie for Good Reason or his voluntary termination, Mr. Knie shall receive (A) his accrued but unpaid base salary and reimbursement of expenses through the date of termination (“Accrued Salary”), (B) a cash payment equal to the sum of 24 months (or 36 months if such termination occurs within 12 months of a Change in Control (as defined in the Employment Agreement)) of his base salary, (C) his annual bonus as in effect as of the last day of employment, (D) 24 months (or 36 months if such termination occurs within 12 months of a Change in Control) of COBRA coverage, (E) any annual bonus earned with respect to a fiscal year ending prior to the date of termination but unpaid as of such date (“Earned Bonus”), (F) any annual bonus accrued for the year in which Mr. Knie’s employment ends as determined by the Company’s board (“Accrued Bonus” and together with the Earned Bonus, the “Termination Bonus”) and (G) all other accrued or vested amounts or benefits due to Mr. Knie in accordance with the Employment Agreement, the Company’s benefit plans, programs or policies (other than severance) (the “Accrued Benefits”). In addition, Mr. Knie’s awards shall be treated as set forth in the respective award agreements. Furthermore, if Mr. Knie complies with the restrictive covenants set forth in the Employment Agreement, the outstanding and unvested portion of any time-vesting equity award granted to Mr. Knie shall automatically accelerate and vest in full upon his termination. If Mr. Knie’s employment is terminated for death or Disability, Mr. Knie shall receive the Accrued Salary, the Termination Bonus and the Accrued Benefits and any then outstanding and unvested portion of any time-vesting equity award granted to Mr. Knie shall accelerate and vest in full. In the event Mr. Knie’s employment is terminated due to non-renewal by Mr. Knie or by him without Good Reason, Mr. Knie shall receive the Accrued Salary, the Earned Bonus and the Accrued Benefits and his awards shall be treated as set forth in the respective award agreements. If Mr. Knie’s employment is terminated by the Company for Cause, Mr. Knie shall receive his Accrued Salary and Accrued Benefits and his awards shall be treated as set forth in the respective award agreements. The foregoing payments other than the Accrued Salary, Earned Bonus and Accrued Benefits shall be payable if Mr. Knie executes a general release in favor of the Company as set forth in the Employment Agreement.
The Employment Agreement contains non-competition, non-solicitation, non-disparagement, confidentiality and assignment of Inventions (as defined in the Employment Agreement) provisions.
Equity Grant Practices
2018 Equity Incentive Plan
On May 4, 2018, the Company’s board of directors adopted the Hoth Therapeutics, Inc. 2018 Omnibus Equity Incentive Plan (the “2018 Plan”). The 2018 Plan became effective on May 4, 2018 upon approval of the 2018 Plan by the Company’s shareholders at the Company’s annual meeting of shareholders. Pursuant to the 2018 Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. As of December 31, 2025, the outstanding option awards under the 2018 Plan total 170,362 as described in the table under “Outstanding Equity Awards at December 31, 2025” below.
2022 Equity Incentive Plan
On March 24, 2022, the Company’s board of directors adopted the Hoth Therapeutics, Inc. 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) initially reserving 96,000 shares of the Company’s common stock for issuance thereunder. The 2022 Plan became effective on June 23, 2022 upon approval of the 2022 Plan by the Company’s shareholders at the Company’s annual meeting of shareholders. On June 2, 2023, the Company’s board of directors approved the Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (the “Amended and Restated 2022 Plan”) which was approved by stockholders on August 18, 2023. Pursuant to the Amended and Restated 2022 Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards. As of December 31, 2025, the outstanding option awards under the Amended and Restated 2022 Plan total 1,090,000 as described in the table under “Outstanding Equity Awards at December 31, 2025” below.
Bonus Arrangements
Pursuant to the terms of the executive employment agreements described above, the Company, through the board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. Based on the review of the Company’s performance for calendar year 2025, the board, in its sole discretion, determined to pay the bonus to the named executive officer listed in the summary compensation table above.
401(k) Plan
The Company maintains a defined contribution employee retirement plan, or 401(k) plan, for its employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Code so that contributions to the 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. The Company will match a participant’s contribution 100% up to 6% of their compensation, subject to statutory limits.
Perquisites
Perquisites are not a material component of compensation. In general, named executive officers do not receive reimbursements for meals, airlines, and travel costs, other than those costs allowed for all employees. During 2025, our named executive officer did not receive an allowance from the Company or any of the above or a reimbursement for any expense incurred for non-business purposes.
Outstanding Equity Awards at December 31, 2025
The following table provides information regarding option awards held by our named executive officer that were outstanding as of December 31, 2025. There were no stock awards or other equity awards outstanding as of December 31, 2025.
| Option Awards | |||||
|---|---|---|---|---|---|
| Name · Number of Securities Underlying Unexercised Options (#) Exercisable · Number of Securities Underlying Unexercised Options (#) Unexercisable · Option Exercise Price ($) · Option Expiration Date | |||||
| Robb Knie | 10,000 | (1) | - | $131.50 | 12/24/2029 |
| 3,201 | (1) | - | $76.25 | 7/21/2030 | |
| 9,000 | (1) | - | $52.75 | 1/29/2031 | |
| 20,000 | (1) | - | $14.75 | 3/16/2032 | |
| 40,000 | (1) | - | $2.59 | 7/17/2033 | |
| 225,000 | (1) | - | $1.36 | 1/5/2034 | |
| 325,000 | (1) | - | $0.7548 | 8/19/2034 | |
| 100,000 | (1) | - | $1.55 | 1/14/2035 | |
| (1) | Stock options granted to Robb Knie vested in full immediately upon grant. |
Pay Versus Performance Disclosure
In accordance with the SEC’s disclosure requirements regarding pay versus performance (“PVP”), this section presents the SEC-defined “Compensation Actually Paid,” (“CAP”) of our NEO for each of the fiscal years ended December 31, 2025 and 2024, and our financial performance. Also required by the SEC, this section compares CAP to various measures used to gauge performance at HOTH for each such fiscal year.
Pay versus Performance Table — Compensation Definitions
Salary, Bonus, Stock Awards, and All Other Compensation are each calculated in the same manner for purposes of both CAP and Summary Compensation Table (“SCT”) values. The primary difference between the calculation of CAP and SCT total compensation is the calculation of the value of “Stock Awards,” with the table below describing the differences in how these awards are valued for purposes of SCT total and CAP:
| SCT Total | CAP | |
| Stock Awards | Grant date fair value of stock and option awards granted during the year | Year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year |
|---|
Pay Versus Performance Table
| Year(1) · Summary Compensation Table Total for PEO · Compensation Actually Paid to PEO(2) · Average Summary Compensation Table Total for Non-PEO NEOs · Average Compensation Actually Paid to Non-PEO NEOs(2) · Value of Initial Fixed $100 Investment Based On Total Shareholder Return · Net Loss | ||||||||
|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (h) | ||||||||
| 2025 | $1,930,080 | $1,930,080 | $ | - | $ | - | $1.67 | $(12,469,302) |
| 2024 | $1,226,792 | $1,226,792 | $ | - | $ | - | $1.26 | $(8,188,300) |
| 2023 | $846,342 | $846,342 | $ | - | $ | - | $2.43 | $(8,106,122) |
| 2022 | $1,060,370 | $1,060,370 | $ | - | $ | - | $13.16 | $(11,361,023) |
| (1) | The PEO (CEO) in the 2025 and 2024 reporting year is Robb Knie. |
| (2) | The CAP was calculated beginning with the PEO’s SCT total. No amounts were deducted from or added to the applicable SCT total compensation. Since all equity awards were fully vested prior to 2022, no reconciliation with respect to equity awards for summary compensation numbers was required. |
Non-Employee Director Compensation
The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2025.
| Name | Fees earned or paid in cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified deferred compensation earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Jeff Pavell | 50,000 | - | - | - | - | - | 50,000 |
| David Sarnoff | 50,000 | - | - | - | - | - | 50,000 |
| Chris Camarra | 32,361 | - | - | - | - | - | 32,361 |
| Graig Springer(1) | 14,560 | - | - | - | - | - | 14,560 |
| Wayne Linsley | 56,000 | - | - | - | - | - | 56,000 |
| (1) | Graig Springer resigned from the Board on April 9, 2025. |
Non-Employee Director Compensation Policy
Our directors receive $50,000 cash compensation per year for their service on the board of directors, as well as reimbursement for out-of-pocket expenses with respect to such directors’ attendance at meetings of the board of directors of the Company.
Committee chairs receive an additional one-time $6,000 cash compensation upon appointment for their added services in such roles.
Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
The Compensation Committee last granted a stock option in January 2025. The Company does not grant stock options or similar awards to Section 16 Insiders, most SVPs, and other Vice Presidents and above who directly report to the CEO in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, the Company does not grant stock options or similar awards during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Current Report on Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of the Company’s stock on the date of grant.
The Company’s executive officers would not be permitted to choose the grant date for any stock option grants.
During fiscal 2025, the Company’s named executive officer was awarded stock options. The Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.