Genprex, Inc.
For the period ended Jun 18, 2026. Filed Apr 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2026 · Filed Apr 29, 2026
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Contents
Pay Versus Performance Table
In accordance with rules adopted by the SEC as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO Named Executive Officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
| Year | Summary Compensation Table Total for PEO (Current) ($) (1) | Compensation Actually Paid to PEO (Current) ($) (1) | Summary Compensation Table Total for PEO (Former) ($) (2) | Compensation Actually Paid to PEO (Former) ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($) (4) | Net Loss ($) |
|---|---|---|---|---|---|---|---|---|
| 2025 | $ 728,871 | $ 906,314 | $ - | $ - | $ 688,604 | $ 801,262 | $ (95.89) | $ (16,228,953) |
| 2024 | $ 541,567 | $ 588,698 | $ 254,739 | $ 343,071 | $ 500,422 | $ 531,072 | $ (90.74) | $ (21,388,282) |
| 2023 | $ - | $ - | $ 1,680,958 | $ 909,633 | $ 940,192 | $ 491,070 | $ (84.14) | $ (30,860,461) |
| (1) | Amounts represent compensation paid to Ryan M. Confer in all capacities for the years ended December 31, 2024 and 2025. Mr. Confer served as our Chief Financial Officer since September 2016. On May 8, 2024, Mr. Confer was appointed President and Chief Executive Officer, and since May 8, 2024 has served as our President, Chief Executive Officer and Chief Financial Officer. |
| (2) | Amounts represent compensation paid to Rodney Varner. Mr. Varner served as our President and Chief Executive Officer until May 8, 2024. |
| (3) | Our Non-PEO NEO for 2025 was Mark S. Berger. Dr. Berger is our Chief Medical Officer. Our Non-PEO NEOs for 2024 and 2023 were Catherine M. Vaczy and Mark S. Berger. Ms. Vaczy previously served as our Executive Vice President, General Counsel and Chief Strategy Officer until February 4, 2024, on which date Ms. Vaczy’s employment with the Company terminated. On June 21, 2024 we entered into a Separation Agreement and Release with Ms. Vaczy (the “Separation Agreement”). Amounts include amounts payable to Ms. Vaczy pursuant to the Separation Agreement. |
| (4) | Cumulative total stockholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. No dividends were paid on our common stock in 2025, 2024 or 2023. The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year. |
Amounts represent the Summary Compensation Table Total Compensation for the applicable fiscal year adjusted as follows:
| Fiscal Year (“FY”) · 2025 · 2024 · · 2023 | |||||||
|---|---|---|---|---|---|---|---|
| PEO | Average Non-PEO NEOs | Current PEO | Former PEO | Average Non-PEO NEOs | Former PEO | Average Non-PEO NEOs | |
| Deduction for ASC 718 Fair Value as of Grant Date Reported under the Stock Awards Columns in the Summary Compensation Table | $ 90,450 | $ 57,285 | $ 31,725 | $ - | $ 9,855 | $ (1,068,750) | $ (418,950) |
| Increase based on ASC 718 Fair Value of Stock Awards Granted during the FY that Remain Unvested as of FY End (“FYE”) | $ 78,750 | $ 49,875 | $ 25,028 | $ - | $ 7,775 | $ 143,658 | $ 56,350 |
| Increase based on ASC 718 Fair Value of Stock Awards Granted during the FY that Vested during the FY as of Vesting Date | $ - | $ - | $ - | $ - | $ - | $ - | $ - |
| Increase/deduction based on ASC 718 Fair Value of Outstanding Unvested Prior FY Stock Awards as of FYE Compared to Valuation as of Prior FYE | $ - | $ - | $ (34,241) | $ - | $ (13,723) | $ (482,426) | $ (230,342) |
| Increase/deduction based on ASC 718 Fair Value of Prior FY Stock Awards that Vested during the FY as of Vesting Date Compared to Valuation as of Prior FYE | $ 8,243 | $ 5,499 | $ 24,620 | $ 88,332 | $ 26,743 | $ 636,192 | $ 143,819 |
| Total Adjustments | $ 177,443 | $ 112,659 | $ 47,131 | $ 88,332 | $ 30,650 | $ (771,325) | $ (449,122) |
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