LIXTE BIOTECHNOLOGY HOLDINGS, INC.
For the period ended Oct 27, 2025. Filed Oct 27, 2025.
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Oct 27, 2025 · Filed Oct 27, 2025
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Contents
Pay Versus Performance
The following information is presented about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company as required by SEC rules. The Company’s executive compensation program is discussed above at “Summary of Named Executive Officer Compensation.”
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEO’s (3) | Average Compensation Actually Paid to Non-PEO NEO’s (2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4) | Net Income (Loss) (5) |
|---|---|---|---|---|---|---|
| 2024 | $153,495 | $94,461 | $562,383 | $542,516 | $17.06 | $(3,585,965) |
| 2023 | $634,565 | $669,196 | $550,000 | $453,624 | $19.75 | $(5,087,029) |
| 2022 | $315,640 | $315,528 | $725,739 | $647,694 | $42.86 | $(6,312,535) |
| (1) | The amounts presented reflect the total compensation set forth in the Summary Compensation Table (“SCT”) for the Company’s former CEO, Dr. John S. Kovach, and the successor CEO, Bas van der Baan, who were the Company’s PEO’s during the years ended December 31, 2024, 2023 and 2022. Dr. Kovach terminated the position of CEO, and Mr. Baan was appointed the successor on September 26, 2023. Mr. Baan terminated the position of CEO, and Geordan Pursglove was appointed his successor effective June 16, 2025. |
| (2) | The following table reflects the adjustments necessary, each of which is prescribed by SEC rule, to calculate the Compensation Actually Paid (“CAP”) from those total amounts reflected in the SCT. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to the Company’s executives during the applicable years but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. To determine CAP, the adjustments below were made to the Company’s executive officer’s total compensation. |
| 2024 · 2023 · 2022 | ||||||
|---|---|---|---|---|---|---|
| PEO’s | Other NEO’s | PEO | Other NEO’s | PEO | Other NEO’s | |
| SCT Amounts | $153,495 | $562,383 | $634,565 | $550,000 | $315,640 | $725,739 |
| Adjustments Related to Defined Benefit and Actuarial Plans: | ||||||
| None (6) | — | — | — | — | — | — |
| Adjustments Related to Stock-Based Compensation: | ||||||
| Values reported in Stock Awards and Option Awards columns of the SCT | — | (29,074) | (403,066) | — | (65,640) | (196,920) |
| Year-end fair value of awards granted during the year that are outstanding and unvested at the end of the year | — | 19,550 | 434,409 | — | 49,118 | 147,353 |
| Decrease in fair value of awards granted in prior years that are outstanding and unvested at year-end | (58,757) | (2,261) | — | (72,405) | — | (39,224) |
| Fair value of awards granted and vested during the year | — | 3,796 | 39,491 | — | 16,410 | 49,230 |
| Decrease in fair value of awards granted in prior years that vested during the year | (277) | (5,095) | — | (23,971) | — | (38,484) |
| Decrease in fair value of awards granted in prior years that failed to meet vesting conditions during the year | — | (6,783) | (36,203) | — | — | — |
| Dividends and other earnings paid on awards before the vesting date | — | — | — | — | — | — |
| CAP Amounts | $94,461 | $542,516 | $669,196 | $453,624 | $315,528 | $647,694 |
| (3) | The amounts presented reflect the total compensation set forth in the SCT for the Company’s Non-PEO NEOs, James S. Miser, Robert N. Weingarten, Eric J. Forman and Jan H.M. Schellens, during the periods presented. |
| (4) | The amounts presented reflect the value of a fixed investment of $100 on January 1st of the reporting period (i.e., January 1, 2022) based upon the closing market price of the Company’s common stock of $2.03, $2.35 and $5.10 at December 31, 2024, December 31, 2023 and December 31, 2022, respectively, as traded on The Nasdaq Capital Market. All amounts presented herein have been retroactively adjusted to reflect the 1-for-10 reverse split of the Company’s common stock effective June 2, 2023. |
| (5) | The amounts presented reflect the net loss as reported in the Company’s audited financial statements for the periods presented. |
| (6) | The Company had no Defined Benefit or Actuarial Plans during the periods presented. |
Analysis of Information Presented in the Pay Verses Performance Table
The Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table, including CAP, as required by Item 402(v) of Regulation S-K under the Exchange Act.
The Company is a pre-revenue drug discovery company that is engaged in research and development activities focused on utilizing biomarker technology to identify enzyme targets associated with serious common diseases and to then design novel compounds to attack those targets.
Accordingly, the Compensation Committee does not use TSR or net income (loss) in its compensation programs. However, the Compensation Committee does utilize several other performance measures that it considers appropriate under the circumstances, including management of research programs and clinical trials, development, management and protection of intellectual property assets, budget management, and capital raising efforts, in order to align executive compensation with the Company’s research, business and performance objectives (see “Executive Compensation”).
Compensation actually paid to the Company’s PEO decreased by $574,735 in 2024 as compared to 2023 due to a decrease in salary paid in cash and the value of stock options. For 2024, the PEOs were paid a salary of $153,495 in cash. No stock options were to the Company’s PEOs during 2024. For 2023, the PEOs was paid a salary of $231,499 in cash and were granted stock options to acquire 250,000 shares of common stock.
Average compensation actually paid to the Company’s non-PEO NEOs decreased by $12,383 in 2024 as compared to 2023. For 2024, the Company’s four non-PEO NEO’s were paid $533,309 in cash and were granted stock options to acquire 15,000 shares of common stock. For 2023, the Company’s four non-PEOs were paid $550,000 in cash. No stock options were granted to the Company’s non-PEO NEO’s during 2023.
Total Shareholder Return represents a cumulative loss in value of 60.2 % for the two years ended December 31, 2024, and a loss in value of 53.9% for the year ended December 31, 2023. Net loss decreased by $1,504,064 in 2024 as compared to 2023.
The information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
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