Nuo Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
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ITEM 11. Executive Compensation
This following table presents information regarding compensation paid to our named executive officers for the fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position · Year · Salary · Bonus · Option and Equity Awards · All Other Compensation · Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| David E. Jorden | 2025 | $250,000(a) | $ | - | $ | - | $ | - | $250,000 |
| Chief Executive and Financial Officer | 2024 | $225,000 | $ | - | $ | - | $ | - | $225,000 |
| Peter A. Clausen | 2025 | $237,500(a)(b) | $ | - | $ | - | $ | - | $237,500 |
| Chief Scientific and Operating Officer | 2024 | $210,000(b) | $ | - | $ | - | $ | - | $210,000 |
| (a) | Effective October 1, 2025, Mr. Jorden's and Dr. Clausen's annual base salaries were increased to $325,000 and $290,000. |
|---|---|
| (b) | Effective January 1, 2024, Dr. Clausen voluntarily reduced his salary by $15,000 to enable a salary increase for certain other Company employees. Effective April 1, 2025, Dr. Clausen's annual salary was reestablished at $225,000. |
Employment Agreements
On May 9, 2022, the Company entered into an employment agreement effective April 1, 2022 with David Jorden, the Company’s Chief Executive and Financial Officer. The employment agreement provides for a base salary to Mr. Jorden as determined by the Compensation, Nominating and Governance Committee of the Board (the "CNG Committee"), an annual bonus of up to 50% of such base salary. The employment agreement with Mr. Jorden also provides, upon certain circumstances, for a severance payment to him of twelve months base salary as in effect at the time upon termination of services, including due to a change in control of the Company. The terms of the employment agreement with Mr. Jorden contain other customary provisions.
On May 9, 2022, the Company also entered into an employment agreement effective January 1, 2022 with Peter Clausen, the Company’s Chief Scientific Officer and Chief Operating Officer. The employment agreement provides for a base salary to Dr. Clausen as determined by the CNG Committee, an annual bonus of up to 50% of such base salary. The employment agreement with Dr. Clausen also provides, upon certain circumstances, for a severance payment to him of twelve months base salary as in effect at the time upon termination of services, including due to a change in control of the Company. The terms of the employment agreement with Dr. Clausen contain other customary provisions.
The Company does not provide any pension plans/benefits or non-qualified deferred compensation.
Outstanding Equity Awards
The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date |
|---|---|---|---|---|
| David E. Jorden | 162,500(a) | - | $1.00 | 6/30/2026 |
| 125,000(b) | - | $0.40 | 01/01/2026 | |
| 66,672(c) | - | $0.50 | 03/03/2032 | |
| 125,000(d) | - | $0.75 | 03/03/2032 | |
| Peter A. Clausen | 43,228(c) | - | $0.50 | 03/03/2032 |
| 275,000(e) | - | $0.75 | 03/03/2032 |
| (a) | 62,500 vested immediately upon the January 9, 2017 date of grant, 50,000 vested on March 31, 2017, and 50,000 vested on December 31, 2017. |
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| (b) | Fully vested upon the March 4, 2022 date of grant in settlement of $50,000 of accrued compensation liabilities for Mr. Jorden. |
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| (c) | Fully vested upon the March 4, 2022 date of grant in settlement of $33,336 and $21,614 of accrued compensation liabilities for Mr. Jorden and Dr. Clausen, respectively. |
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| (d) | Fully vested upon the March 4, 2022 date of grant. |
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| (e) | One-third vested immediately upon the March 4, 2022 date of grant and the remainder vested quarterly over three years. |
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Potential Payments Upon Termination or Change of Control
The May 9, 2022 employment agreements of each of Mr. Jorden and Dr. Clausen as described above provide, upon certain circumstances, for a severance payment of twelve months of his base salary as in effect at the time upon termination of services, including due to a change in control of the Company.
Director Compensation in 2025
Effective May 1, 2019, concurrent with the Company’s decision to furlough its remaining employees, compensation to the members of the Board ceased. Accordingly, for approximately five years, our non-executive directors received no cash or non-cash compensation. In July 2024, the CNG Committee resumed granting non-cash compensation to our non-executive directors. In August 2025, the CNG Committee resumed awarding cash compensation to the non-executive directors, with a one-time cash fee of $15,000 to each non-executive director for the remainder of his 2025 service.
The following table sets forth, for the fiscal year ended December 31, 2025, the cash and non-cash compensation of our non-executive directors.
| Fees Earned or Paid in Cash · Option and Equity Awards · Total | ||||
|---|---|---|---|---|
| Name · 2025 · 2025 · 2025 | ||||
| C. Eric Winzer | $15,000 | $ | - | $15,000 |
| Scott M. Pittman | $15,000 | $ | - | $15,000 |
| Paul D. Mintz, MD | $15,000 | $ | - | $15,000 |
Equity Grant Practices
We donot have any formal policy that requires us to grant, or avoid granting, stock options at particular times. The Company has a small number of employees and directors. The Board and its Compensation, Nominating and Governance Committee grant stock option awards throughout the year based upon its determination of the Company’s and an individual grantee’s performance, and other relevant factors. During the period covered by this report, we did not grant any stock options to executive officers. We do not intend to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
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