Pulmatrix, Inc.

Executive Summary

This section discusses the material components of our executive compensation program. We comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for (i) our principal executive officer; (ii) the two most highly compensated executive officers other than our principal executive officer; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but for the fact that the individual was not serving as an executive officer at the end of 2025. These current officers are referred to as our Named Executive Officers.

Summary Compensation Table

The following table sets forth information concerning the compensation of our Named Executive Officers for the years ended December 31, 2025 and 2024.

Narrative Disclosure to Summary Compensation Table

Mr. Ludlum, Interim Chief Executive Officer and Interim Chief Financial Officer

Mr. Ludlum has served as our Interim Chief Executive Officer and principal executive officer since July 20, 2024, our Interim Chief Financial Officer, principal accounting officer and principal financial officer since April 2022, and our Strategic Advisor – Finance since December 2021, all pursuant to a November 30, 2021, consulting agreement and subsequent amendments thereto, by and between us and Danforth (the “Ludlum Consulting Agreement”).

Ludlum Consulting Agreement

Pursuant to the Ludlum Consulting Agreement, Danforth received cash compensation at a rate of $400 per hour for Mr. Ludlum’s services as our Interim Chief Financial Officer. Effective following Mr. Ludlum’s appointment as our Interim Chief Executive Officer, the rate payable to Danforth increased to $700 per hour to cover Mr. Ludlum’s roles as interim CEO and interim CFO collectively. Each month, we and Danforth shall evaluate jointly the current fee structure and scope of Services (as defined in the Ludlum Consulting Agreement). Danforth reserves the right to an annual increase in consultant rates of up to 4%, effective January 1 of each year. Upon termination of the Ludlum Consulting Agreement, no compensation or benefits of any kind shall be payable or issuable to Danforth after the effective date of such termination. In addition, we will reimburse Danforth for reasonable out-of-pocket business expenses, including but not limited to travel and parking, incurred by Danforth in performing the services, upon submission by Danforth of supporting documentation reasonably acceptable to us. Any such accrued expenses in any given three (3) month period that exceed $1,000 shall be submitted to us for our prior written approval.

Pursuant to the Ludlum Consulting Agreement, Mr. Ludlum will provide services to us under the Ludlum Consulting Agreement as an independent contractor and employee of Danforth. The term of the Ludlum Consulting Agreement will continue until such time as either party has given notice of termination. The Ludlum Consulting Agreement may be terminated by either party hereto: (a) with cause (as defined in the Ludlum Consulting Agreement) upon written notice to the other party; or (b) without cause upon 30 days prior written notice to the other party.

Ludlum Retention Agreement

In addition to the Ludlum Consulting Agreement, pursuant to the terms of a retention letter agreement, dated as of July 15, 2024, and effective as of July 20, 2024 (the “Ludlum Retention Agreement”), we also agreed to pay to Mr. Ludlum two bonuses to reflect his increased role with us. We paid Mr. Ludlum a lump sum $30,000 bonus in July 2024 and an additional $20,000 following the completion of our 2024 annual meeting of stockholders (the “2024 Annual Meeting”) held on December 18, 2024. Pursuant to this agreement, Mr. Ludlum must be providing services to us on the date of the 2024 Annual Meeting (such date, the “Ludlum Retention Date” and each bonus, a “Ludlum Retention Bonus”), which Mr. Ludlum was as of the date of the 2024 Annual Meeting.

Notwithstanding the foregoing, if Mr. Ludlum’s services relationship with us is terminated prior to the Ludlum Retention Date by us without Cause (as defined in the Ludlum Retention Agreement) or due to Mr. Ludlum’s death or disability, then we shall pay any Ludlum Retention Bonus not previously paid to him (or to his estate) on our next regularly scheduled payroll date following the date he (or his estate or legal representative) returns a validly executed, irrevocable release of claims in the form provided by us at the time of his termination (the “Ludlum Release”) and such Ludlum Release becomes effective; provided, however, that in the event the time period for signing the Ludlum Release, plus the expiration of any applicable revocation period, begins in one taxable year and ends in a second taxable year, payment of the applicable retention bonus will not be made until the second taxable year.

Outstanding Equity Awards at Fiscal Year-End

Mr. Ludlum had no outstanding equity awards as of December 31, 2025.

Compensation Recovery Policy

In November 2023, our board of directors approved a Compensation Recovery Policy, which states that in the event we are required to prepare an accounting restatement, then we are directed, to the fullest extent permitted by governing law, to recover from each executive officer the amount, if any, of previously awarded compensation that has been determined to be erroneously awarded. This policy applies to incentive-based compensation received by executive officers on or after October 2, 2023.

Director Compensation

We have entered into a director’s agreement with each of our non-employee directors. In 2025, under these agreements, non-employee directors were paid cash compensation payable in four quarterly payments as set forth in the table below.

The agreements also provide that such directors will be reimbursed for reasonable out-of-pocket expenses incurred in connection with the attendance of board and committee meetings.

Director Compensation Table

The following table presents the total compensation for each person who served as a member of our Board during 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board in such period.