BioRestorative Therapies, Inc.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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FY2025 · Filed Mar 26, 2026
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Item 11. Executive Compensation
| ITEM 11. | EXECUTIVE COMPENSATION. |
|---|
Summary Compensation Table
The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, 2025 and 2024 by (i) our principal executive officer, and (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as an executive officer as of December 31, 2025 and whose total compensation for the 2025 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000 (the individuals falling within categories (i) and (ii) are collectively referred to as the Named Executive Officers):
| Name and Principal Position · Year · Salary · Bonus · Stock Awards(1) · Option Awards(1) · All Other Compensation · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Lance Alstodt | 2025 | $596,666 | $ | - | (2) | $ | - | $1,512,500 | $ | - | $2,109,167 |
| Chief Executive Officer | 2024 | $539,583 | $275,000 | (3) | $ | - | $500,000 | $ | - | $1,314,583 | |
| Francisco Silva | 2025 | $566,666 | $ | - | (2) | - | $1,468,750 | - | $2,035,416 | ||
| VP, Research and Development | 2024 | $514,583 | $262,500 | (3) | $ | - | $450,000 | $ | - | $1,227,083 | |
| Robert Kristal | 2025 | $343,750 | $ | - | (2) | $ | - | $318,000 | $ | - | $661,750 |
| Chief Financial Officer | 2024 | $293,752 | $90,000 | (3) | $ | - | $300,000 | $ | - | $683,752 | |
| (1) | Amounts reflect the aggregate grant date fair value of grants made in the fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic 718-Stock Compensation). Assumptions used in the calculations of these amounts are included in Note 6 to our consolidated financial statements included in this Annual Report. |
| (2) | No determination has yet been made as to the amount of the discretionary bonus in consideration of 2025 services. |
| (3) | The 2024 Bonus amount represents a discretionary bonus in consideration of 2024 services which was paid in 2025. |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information on outstanding equity awards as of December 31, 2025 to the Named Executive Officers:
| Option Awards · Stock Awards | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name · Number of securities underlying unexercised options exercisable · Number of securities underlying unexercised options unexercisable · Equity incentive plan awards: Number of securities underlying unexercised unearned options · Option exercise price · Option expiration date · Number of shares or units of stock that have not vested · Market value of shares of units that have not vested · Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested · Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested | ||||||||||||
| Lance Alstodt | 293,479 | - | - | $5.08 | 3/18/31 | - | $ | - | - | $ | - | |
| Lance Alstodt | 42,059 | - | - | $5.08 | 11/4/31 | - | $ | - | - | $ | - | |
| Lance Alstodt | 106,762 | - | - | $2.91 | 2/17/33 | - | $ | - | - | $ | - | |
| Lance Alstodt | 328,947 | 109,649 | (1) | - | $1.45 | 2/13/34 | - | $ | - | - | $ | - |
| Lance Alstodt | 395,943 | 395,942 | (2) | - | $2.46 | 2/14/35 | - | $ | - | - | $ | - |
| Francisco Silva | 15 | - | $3,000 | 6/10/26 | - | $ | - | - | $ | - | ||
| Francisco Silva | 20 | - | $3,000 | 7/12/27 | - | $ | - | - | $ | - | ||
| Francisco Silva | 25 | - | $3,000 | 10/29/28 | - | $ | - | - | $ | - | ||
| Francisco Silva | 293,479 | - | - | $5.08 | 3/18/31 | - | $ | - | - | $ | - | |
| Francisco Silva | 42,059 | - | - | $5.08 | 11/4/31 | - | $ | - | - | $ | - | |
| Francisco Silva | 106,762 | - | - | $2.91 | 2/17/33 | - | $ | - | - | $ | - | |
| Francisco Silva | 296,053 | 98,684 | (1) | - | $1.45 | 2/13/34 | - | $ | - | - | $ | - |
| Francisco Silva | 384,490 | 384,489 | (2) | - | $2.46 | 2/14/35 | - | $ | - | - | $ | - |
| Robert Kristal | 10,490 | - | - | $5.08 | 11/4/31 | - | $ | - | - | $ | - | |
| Robert Kristal | 88,968 | - | - | $2.91 | 2/17/33 | - | $ | - | - | $ | - | |
| Robert Kristal | 197,369 | 65,789 | (1) | - | $1.45 | 2/13/34 | - | $ | - | - | $ | - |
| Robert Kristal | 83,246 | 83,246 | (2) | - | $2.46 | 2/14/35 | - | $ | - | - | $ | - |
| (1) | Option becomes exercisable in four nearly equal quarterly installments beginning on February 13, 2025. |
| (2) | Option becomes exercisable in eight nearly equal quarterly installments beginning on February 14, 2026. |
Employment Agreements
Lance Alstodt
Effective November 16, 2020, Mr. Alstodt was elected our Chief Executive Officer, President and Chairman of the Board. On March 18, 2021, we entered into an employment agreement with Mr. Alstodt which provided for a term ending on March 18, 2026. The agreement expired on such date. Pursuant to the employment agreement, at the time of its expiration, Mr. Alstodt was entitled to receive an annual salary of $600,000 (giving effect to a $150,000 performance salary increase received in November 2021 and $50,000 annual increases in salary pursuant to his employment agreement).
Francisco Silva
On March 18, 2021, we and Mr. Silva entered into an employment agreement which provided for a term ending on March 18, 2026. The agreement expired on such date. Pursuant to the employment agreement, at the time of its expiration, Mr. Silva was entitled to receive an annual salary of $575,000 (giving effect to a $150,000 performance salary increase received in November 2021 and $50,000 annual increases in salary pursuant to his employment agreement).
Director Compensation
The following table sets forth certain information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2025:
| Name · Fees Earned or Paid in Cash · Stock Awards · Option Awards · Non-Equity Incentive Plan Compensation · Nonqualified Deferred Compensation Earnings · All Other Compensation · Total | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nickolay Kukekov | $35,000 | $ | - | $100,001 | (1) | $ | - | $ | - | $ | - | $135,001 |
| Patrick F. Williams | $35,000 | $ | - | $100,001 | (2) | $ | - | $ | - | $ | - | $135,001 |
| David Rosa | $35,000 | $ | - | $100,001 | (3) | $ | - | $ | - | $ | - | $135,001 |
| (1) | As of December 31, 2025, Dr. Kukekov held options for the purchase of 189,542 shares of common stock. |
| (2) | As of December 31, 2025, Mr. Williams held options for the purchase of 174,796 shares of common stock. |
| (3) | As of December 31, 2025, Mr. Rosa held options for the purchase of 174,796 shares of common stock. |
Dr. Kukekov and Messrs. Williams and Rosa, our non-employee directors, as compensation for their services as a director, are entitled to receive per annum $35,000 in cash and $100,000 in option grants.
Equity Award Grant Practices
Equity awards are discretionary and are generally granted to our named executive officers in the second or third week of February each year. In certain circumstances, including the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
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