Cingulate Inc.

EXECUTIVE COMPENSATION

The following tables and accompanying disclosure set forth information about the compensation earned by our named executive officers during 2025. Our named executive officers include (i) all individuals that served as principal executive officer during 2025, (ii) the two most highly compensated executive officers (other than our principal executive officer) serving as executive officers as of December 31, 2025 and (iii) a former executive officer who would have been one of the two most highly-compensated executive officers (other than our principal executive officer) had they been serving as an executive officer as of December 31, 2025 as set forth below:

SUMMARY COMPENSATION TABLE

The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years shown.

Employee Benefit Plans

We currently provide broad-based health and welfare benefits that are available to all of our employees, including our named executive officers, including medical, dental, and vision insurance.

401(k) Plan

We sponsor a 401(k) savings plan (the “401(k) Plan”) for all eligible employees. Under the 401(k) Plan, we do not make matching contributions into the 401(k) Plan other than the annual required safe harbor match.

Contingent Bonus Plan

In connection with the reduction in annual base salary for employees, effective December 16, 2023, and to incentivize employees to remain with the Company, the independent members of the Board approved a contingent bonus plan. Pursuant to this plan, on the date that is three months after the filing date of the NDA for CTx-1301 with the FDA (the “payment date”) each impacted employee would receive an amount equal to the aggregate dollar amount of base salary that was not paid to the employee due to the salary reductions (“unpaid salary”) plus 20% of the unpaid salary amount. The Board reinstated base salaries for employees in September 2024 and we filed the NDA for CTx-1301 on July 31, 2025. The unpaid salary amount for Dr. Schaffer ($195,960) and Ms. Callahan ($88,754) plus 20% was paid in cash on October 31, 2025.

Employment Arrangements with our Named Executive Officers

Shane J. Schaffer

On September 23, 2021, we entered into an employment agreement with Dr. Schaffer. Under the terms of Dr. Schaffer’s employment agreement, he holds the position of Chief Executive Officer. The employment agreement originally provided for a base salary of $475,000 annually, which was increased to $503,500, effective January 1, 2023. In connection with cost containment measures, Dr. Schaffer’s base salary was reduced to $226,350, effective December 16, 2023. In September 2024, Dr. Schaffer’s base salary was reinstated to $503,500 and effective January 1, 2025, Dr. Schaffer’s base salary was increased to $523,120. In connection with his administrative leave, Dr. Schaffer’s base salary was reduced to $392,340, effective August 14 to December 15, 2025. Effective December 15, 2025, Dr. Schaffer’s employment agreement was amended and restated and his base salary was reinstated from the reduced salary he received while on administrative leave.

In addition, Dr. Schaffer is eligible to receive an annual bonus, with a target amount equal to twenty-five percent (25%) of Dr. Schaffer’s base salary. The actual amount of each bonus will be determined by the sole discretion of our Compensation Committee and will be based upon both the Company’s performance and Dr. Schaffer’s individual performance. Pursuant to the terms of his employment agreement, Dr. Schaffer is also eligible to participate in all incentive and deferred compensation programs available to other executives or officers of the Company, and will be eligible to participate in any employee benefit plans and equity plans that we may adopt, which plans may be amended by the Company from time to time in its sole discretion.

We may terminate Dr. Schaffer’s employment at any time upon providing written notice to Dr. Schaffer, and Dr. Schaffer may terminate his employment at any time for any reason, including for Good Reason (as that term is defined in Dr. Schaffer’s employment agreement).

If Dr. Schaffer’s employment is terminated by the Company without cause or by Dr. Schaffer for Good Reason, Dr. Schaffer will be entitled to receive, subject to his signing a general release of claims in favor of the Company and related persons and entities within twenty-one (21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance payment of a lump sum amount in cash equal to one and one (1) times Dr. Schaffer’s base salary and annual target bonus, within 60 days following the date of termination. In addition, all stock options and stock appreciation rights held by Dr. Schaffer, which would have vested if he had remained employed for an additional four (4) months following the date of termination, shall become vested and exercisable as of the date of termination for the remainder of their full term. If Dr. Schaffer’s employment is terminated by the Company without cause or by Dr. Schaffer for Good Reason within twelve (12) months of a Change of Control, Dr. Schaffer will be entitled to receive, subject to his signing a general release of claims in favor of the Company and related persons and entities within twenty-one (21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance payment of a lump sum amount in cash equal to one and one half (1 ½) times Dr. Schaffer’s base salary and annual target bonus, within 60 days following the date of termination; provided however, if any payment or benefits would constitute an “parachute payment” as defined in Section 280(G) of the Internal Revenue Code, the payments will be the greater of (i) the largest amount to ensure that no portion of those payments be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code and (ii) the amount of the full payment, less all taxes, including the excise tax imposed by Section 4999 of the Internal Revenue Code. In addition, all stock options and stock appreciation rights held by Dr. Schaffer shall become vested and exercisable as of the date of termination for the remainder of their full term.

The definition of “cause” in the amended and restated employment agreement was modified (i) to include a determination by a court that Dr. Schaffer has violated the provisions of any court-imposed probation and (ii) to remove the requirement that certain actions by Dr. Schaffer be willful, and the number of directors required to determine whether termination is for cause was reduced from 80% to a majority (excluding Dr. Schaffer).

Jennifer L. Callahan

On January 25, 2024, we entered into an employment agreement with Ms. Callahan. Under the terms of Ms. Callahan’s employment agreement, she holds the positions of Executive Vice President and Chief Financial Officer. The employment agreement originally provided for a base salary of $350,000 annually. In connection with cost containment measures, Ms. Callahan’s base salary as Chief Financial Officer was reduced to $210,000, effective December 16, 2023. In September 2024, Ms. Callahan’s base salary was reinstated to $350,000 and effective January 1, 2025, Ms. Callahan’s base salary was increased to $364,000. Effective October 1, 2025, Ms. Callahan’s base salary was increased to $400,000. In addition, Ms. Callahan is eligible to receive an annual bonus, with a target amount equal to twenty-five percent (25%) of Ms. Callahan’s base salary. The actual amount of each bonus will be determined by the sole discretion of our Compensation Committee and will be based upon both the Company’s performance and Ms. Callahan’s individual performance, as recommended by the Chief Executive Officer. Pursuant to the terms of her employment agreement, Ms. Callahan is also eligible to participate in all incentive and deferred compensation programs available to other executives or officers of the Company, and will be eligible to participate in any employee benefit plans and equity plans that we may adopt, which plans may be amended by the Company from time to time in its sole discretion.

We may terminate Ms. Callahan’s employment at any time upon providing written notice to Ms. Callahan, and Ms. Callahan may terminate her employment at any time for any reason, including for Good Reason (as that term is defined in Ms. Callahan’s employment agreement).

If Ms. Callahan’s employment is terminated by the Company without cause or by Ms. Callahan for Good Reason, Ms. Callahan will be entitled to receive, subject to her signing a general release of claims in favor of the Company and related persons and entities within twenty-one (21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance payment of a lump sum amount in cash equal to one (1) times Ms. Callahan’s base salary and annual target bonus, within 60 days following the date of termination. In addition, all stock options and stock appreciation rights held by Ms. Callahan, which would have vested if she had remained employed for an additional four (4) months following the date of termination, shall become vested and exercisable as of the date of termination for the remainder of their full term. If Ms. Callahan’s employment is terminated by the Company without cause or by Ms. Callahan for Good Reason within twelve (12) months of a Change of Control, Ms. Callahan will be entitled to receive, subject to her signing a general release of claims in favor of the Company and related persons and entities within twenty-one (21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance payment of a lump sum amount in cash equal to one (1) times Ms. Callahan’s base salary and annual target bonus, within 60 days following the date of termination; provided however, if any payment or benefits would constitute an “parachute payment” as defined in Section 280(G) of the Internal Revenue Code, the payments will be the greater of (i) the largest amount to ensure that no portion of those payments be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code and (ii) the amount of the full payment, less all taxes, including the excise tax imposed by Section 4999 of the Internal Revenue Code. In addition, all stock options and stock appreciation rights held by Ms. Callahan shall become vested and exercisable as of the date of termination for the remainder of their full term.

Matthew N. Brams

On September 23, 2021, we entered into an employment agreement with Mr. Brams. Under the terms of Mr. Brams’s employment agreement, he holds the positions of Executive Vice President and Chief Medical Officer. The employment agreement originally provided for a base salary of $200,000 annually, which was increased to $250,000, effective January 1, 2023. In connection with cost containment measures, Mr. Brams’ annual base salary was reduced to $125,000, effective December 16, 2023. Effective January 1, 2024, Mr. Brams’ employment agreement was amended (i) to modify Mr. Bram’s annual base salary to an amount to allow (a) Mr. Brams to contribute to the 401(k) Plan the maximum amount permitted by the Internal Revenue Service and (b) the Company to withhold the minimum statutory amount to satisfy federal, state and local taxes and (ii) to provide that the Company will grant Mr. Brams 1,000 non-qualified stock options on the last business day of each calendar quarter pursuant to the 2021 Plan. Effective January 1, 2025, Mr. Brams’ employment was amended to prove him with an annual base salary of $165,000 and to eliminate the quarterly equity grants. Effective January 1, 2026, we entered into a new employment agreement with Mr. Brams’ pursuant to which Mr. Brams’ will receive an annual base salary of $400,000 through June 30, 2026. After June 30, 2026, the Company’s Chief Executive Officer will determine whether to maintain Mr. Brams as a full-time employee or return Mr. Brams’ to a part-time role with a lower salary.

Mr. Brams is eligible to receive an annual bonus, with a target amount equal to twenty-five percent (25%) of Mr. Brams’s annual base salary. The actual amount of each bonus will be determined by the sole discretion of our Compensation Committee and will be based upon both the Company’s performance and Brams’s individual performance, as recommended by the Chief Executive Officer. Pursuant to the terms of his employment agreement, Mr. Brams is also eligible to participate in all incentive and deferred compensation programs available to other executives or officers of the Company, and will be eligible to participate in any employee benefit plans and equity plans that we may adopt, which plans may be amended by the Company from time to time in its sole discretion.

We may terminate Mr. Brams’s employment at any time upon providing written notice to Mr. Brams, and Mr. Brams may terminate his employment at any time for any reason, including for Good Reason (as that term is defined in Mr. Brams’s employment agreement).

If Mr. Brams’s employment is terminated by the Company without cause or by Mr. Brams for Good Reason, Mr. Brams will be entitled to receive, subject to his signing a general release of claims in favor of the Company and related persons and entities within twenty-one (21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance payment in twelve (12) equal monthly payments equal to $165,000, beginning 30 days following the date of termination. In addition, all stock options and stock appreciation rights held by Mr. Brams, which would have vested if he had remained employed for an additional four (4) months following the date of termination, shall become vested and exercisable as of the date of termination for the remainder of their full term. If Mr. Brams’s employment is terminated by the Company without cause or by Mr. Brams for Good Reason within twelve (12) months of a Change of Control, Mr. Brams will be entitled to receive, subject to his signing a general release of claims in favor of the Company and related persons and entities within twenty-one (21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance payment of a lump sum amount in cash equal to one (1) times Mr. Brams’s base salary, within 60 days following the date of termination; provided however, if any payment or benefits would constitute an “parachute payment” as defined in Section 280(G) of the Internal Revenue Code, the payments will be the greater of (i) the largest amount to ensure that no portion of those payments be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code and (ii) the amount of the full payment, less all taxes, including the excise tax imposed by Section 4999 of the Internal Revenue Code. In addition, all stock options and stock appreciation rights held by Mr. Brams shall become vested and exercisable as of the date of termination for the remainder of their full term.

Nilay D. Patel

On July 8, 2025, we entered into an employment agreement with Mr. Patel. Under the terms of Mr. Patel’s employment agreement, he holds the positions of Executive Vice President, Chief Legal Officer and Chief Compliance Officer. Mr. Patel’s principal place of employment may be his residence in North Carolina; provided, that he performs his duties from the Company’s headquarters in Kansas City on average eight (8) days per month. Provided the Company reimburses Mr. Patel for his relocation expenses, Mr. Patel must relocate to the Kansas City metropolitan area by January 8, 2027 unless otherwise agreed by the Company’s Chief Executive Officer. The employment agreement originally provided for a base salary of $364,000 annually, which was increased to $400,000 upon the FDA’s acceptance of the NDA for CTx-1301 on October 1, 2025. In addition, Mr. Patel is eligible to receive an annual bonus, with a target amount equal to twenty-five percent (25%) of Mr. Patel’s base salary. The actual amount of each bonus will be determined by the sole discretion of our Compensation Committee and will be based upon both the Company’s performance and Mr. Patel’s individual performance, as recommended by the Chief Executive Officer. Pursuant to the terms of his employment agreement, Mr. Patel is also eligible to participate in all incentive and deferred compensation programs available to other executives or officers of the Company, and will be eligible to participate in any employee benefit plans and equity plans that we may adopt, which plans may be amended by the Company from time to time in its sole discretion.

We may terminate Mr. Patel’s employment at any time upon providing written notice to Mr. Patel, and Mr. Patel may terminate his employment at any time for any reason, including for Good Reason (as that term is defined in Mr. Patel’s employment agreement).

If Mr. Patel’s employment is terminated by the Company without cause or by Mr. Patel for Good Reason, Mr. Patel will be entitled to receive, subject to his signing a general release of claims in favor of the Company and related persons and entities that becomes irrevocable within twenty-eight (28) days of the date of termination, a severance payment of a lump sum amount in cash equal to one-half (1/2) times (increasing to one (1) times upon Mr. Patel’s relocation to the Kansas City metropolitan area or otherwise agreed by the Company’s Chief Executive Officer) Mr. Patel’s base salary and annual target bonus. In addition, all stock options and stock appreciation rights held by Mr. Patel, which would have vested if he had remained employed for an additional four (4) months following the date of termination, shall become vested and exercisable as of the date of termination for the remainder of their full term. If Mr. Patel’s employment is terminated by the Company without cause or by Mr. Patel for Good Reason within twelve (12) months of a Change of Control, Mr. Patel will be entitled to receive, subject to him signing a general release of claims in favor of the Company and related persons and entities within twenty-one (21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance payment of a lump sum amount in cash equal to one (1) times Mr. Patel’s base salary and annual target bonus, within 60 days following the date of termination; provided however, if any payment or benefits would constitute an “parachute payment” as defined in Section 280(G) of the Internal Revenue Code, the payments will be the greater of (i) the largest amount to ensure that no portion of those payments be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code and (ii) the amount of the full payment, less all taxes, including the excise tax imposed by Section 4999 of the Internal Revenue Code. In addition, all stock options and stock appreciation rights held by Mr. Patel shall become vested and exercisable as of the date of termination for the remainder of their full term.

Laurie A. Myers

On September 23, 2021, we entered into an employment agreement with Ms. Myers. Under the terms of Ms. Myers’ employment agreement, she held the positions of Executive Vice President and Chief Operating Officer. The employment agreement originally provided for a base salary of $400,000 annually, which was increased to $436,720, effective January 1, 2025.

In connection with Ms. Myers’ termination of employment on August 7, 2025, we entered into a Separation Agreement and Release of All Claims on August 28, 2025 (the “Separation Agreement”). Pursuant to the Separation Agreement: (i) Ms. Myers is subject to confidentiality, noncompetition and nonsolicitation covenants pursuant to her employment agreement; and (ii) Ms. Myers (a) released claims against the Company and its affiliates, (b) will receive a separation pay of $436,720 payable in semi-monthly installments for twelve (12) months, (c) unvested stock options vested and will be exercisable for their full term, and (d) is subject to certain post-employment restrictive covenants, including non-disparagement obligations.

Outstanding Equity Awards at 2025 Fiscal Year-End

Stock Option Grant Practices

The Compensation Committee approves and grants annual equity awards at approximately the same time every year. Annual stock option grants for employees are generally made in mid to late February or early March and annual stock option grants for non-employee directors are generally made on the date of the annual meeting of stockholders. Outside of the annual grant cycle, the employment agreement of certain executive officers has provided for stock option grants on the last business day of each calendar quarter in lieu of base salary and the Compensation Committee has provided Dr. Schaffer with authority to make stock option grants within certain limits to non-Section 16 officers on the last business day of a calendar quarter.

All stock options are granted at an exercise price at or above the closing market price of our common stock on the date of grant. Stock options are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of stock option grant dates.

During fiscal year 2025, we did not grant stock options to any named executive officer during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non-public information.

Director Compensation

The following table sets forth information regarding compensation awarded to, earned by or paid to each of the non-employee members of our Board for their service as a director during 2025 other than for reimbursement of reasonable expenses incurred in attending meetings of our Board and committees of our Board.

2025 Director Compensation Table

As of December 31, 2025: Mr. Ervin held 17,825 stock options, of which 2,825 had vested; Mr. Lawrence held 17,846 stock options, of which 2,846 had vested; Mr. Roberts held 17,898 stock options, of which 2,898 had vested; and Mr. Werth held 16,703 stock options, of which 1,703 had vested.

Director Compensation Program

Our Compensation Committee and Board approved a director compensation program for our non-employee directors in June 2025, which was modified in December with Mr. Robert’s appointment as Chairman of the Board. This program provides for the following annual cash compensation:

Annual equity awards shall be granted on the date the awards are approved by the Board and shall vest on the earlier of the first anniversary of the grant date and the date of the 2026 annual meeting of stockholders.

Cash retainers shall be paid quarterly in arrears and shall be pro-rated based on the number of whole or partial months served during a calendar year; provided, that the Board may decide to grant equity awards to non-employee directors in lieu of paying cash retainers depending on the cash needs of the Company.

The Lead Independent Director and/or the Chairman of the Compensation Committee may determine to pay meeting fees for one or more meetings to the extent the number of Board or committee meetings exceeds the typical number of meetings during the year.

Dr. Schaffer, our Chief Executive Officer, served as Chairman of our Board until December 2025 but does not receive additional compensation for his service as a director. See the Summary Compensation Table for a description of Dr. Schaffer’s 2025 compensation.