EXOZYMES INC.

Executive Compensation

This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer and our next two most highly compensated executive officers in respect of their service to our company during the years ended December 31, 2024, and 2025. The amounts indicated for the year ending December 31, 2025, do not include any amounts that may be awarded in 2026 as bonus compensation for the year ending 2025. We refer to these individuals as our named executive officers. The compensation information disclosed herein for our three named executive officers is disclosed in accordance with SEC requirements; such disclosure does not include the compensation for our other executive officers. Our named executive officers for the years ended December 31, 2024 and 2025 respectively, are:

Options Exercisable as of December 31, 2025

Equity Compensation

From time to time, in addition to the cash compensation, we grant equity-based awards to our named executive officers, which are generally subject to vesting based on each of our named executive officer’s continued service with us. (See table of exercisable options above.)

Equity Incentive Plan

The Company adopted an equity incentive award plan, the 2020 Equity Incentive Award Plan, that permits awards to be granted to directors, officers, employees and others that contribute to the success of the Company. The awards may include stock options, restricted stock, restricted share units, deferred stock and other equity-based awards. The ultimate value of these various awards is dependent on increases in our share of Common Stock price. Awards are granted to provide the holder of an award with a personal financial interest in our long-term success, encourage retention through vesting provisions and enable us to compete for the services of employees in an extremely competitive market and industry. Objectives of the long-term incentive portion of our compensation package include aligning the personal and financial interests of management and other employees with shareholder interests; balancing short-term decision-making with a focus on improving shareholder value over the long-term; and providing a means to attract, reward and retain a skilled management team.

The 2020 Equity Incentive Award Plan provides award grants of up to 2,497,008 shares of Common Stock. As of December 31, 2025, there were 19,102 shares converted and all shares of Common Stock committed under awards subject to the plan. Shareholder approval is required for the plan to comply with certain IRS and Nasdaq requirements. Both the board of directors and shareholders have approved the plan.

In 2025, the Company adopted a new plan, the Equity Incentive Award Plan. This plan allows for an additional 1,250,000 shares to be added to the equity incentive pool. On July 25, 2025, the Company’s shareholders approved, by a majority, the “2025 equity incentive plan”. The 2025 Equity Incentive plan has identical terms as the 2020 Equity Incentive plan. As of December 31, 2025, no shares have converted and 1,054,419 shares of Common Stock are available under the plan.

The board of directors may grant awards under the plan for up to ten years from the date of plan adoption. The board of directors or a committee thereof will determine the form of award and its terms, such as the vesting period, the exercise period, and any vesting criteria that might include performance goals and termination provisions. Typically, termination of an award will be a result of retirement, disability, and the end of employment. Awards may not be issued at less than the fair market value of a share of Common Stock at the time of granting an award. Although awards are typically exercised for a cash payment, the board of directors or applicable committee may issue the awards on a net exercise, or cashless, basis. Management makes recommendations to the board of directors or committee about the form of the award, the amount of the award levels and its terms. Management monitors overhang (a measure of potential earnings dilution from stock awards) as well as run rate (the rate at which stock awards are being awarded from our equity plans) when making recommendations to the board of directors or applicable committee regarding plan awards.

Employment Agreement

Michael Heltzen, our Chief Executive Officer, is employed under an employment agreement, which was amended in June 2025, on an at-will basis. Mr. Heltzen is paid an annual base salary of $450,000. Mr. Heltzen initially was granted at the time of his initial employment an option to acquire up to 311,636 shares of common stock that vests over a five-year period, based on his continued employment with the Company as of the applicable vesting date, and on April 12, 2024 was granted a separate incentive option to acquire up to 22,097 shares of common stock which vest over a five year period, based on his continued employment with the Company as of the applicable vesting date. Mr. Heltzen was also granted stock options for 235,817 shares of common stock in June 2025. Mr. Heltzen, and his family, will be entitled to participate in all of the Company’s executive benefit plans that may be established from time to time, including, without limitation, any 401(k) and cafeteria plans, health, hospitalization, medical insurance, dental and disability programs. Mr. Heltzen will be reimbursed for ordinary business expenses. The employment can be terminated for cause, which is defined in the employment agreement, but if it is not terminated for cause, then the Company will pay a severance equal to nine months base salary and reimbursement for COBRA payments. The agreement provides typical indemnification for acts undertaken for the Company during the employment period.

The Company entered into an executive at-will employment agreement with Tyler Korman dated November 10, 2025. The agreement provides that Mr. Korman will act as the Chief Scientific Officer of the Company under the direction of the Chief Executive Officer, devoting his full business time and attention to Company matters. Mr. Korman will be provided with a base salary of $250,000, and a target bonus of $125,000, the bonus to be based on annual financial goals and personal performance goals, which will be set each year by the Chief Executive Officer and Mr. Korman. The bonus amount will be paid half in cash and half in restricted stock. Mr. Korman will be entitled to participate in the employee benefit plans and programs as are made available to similarly situated employees of the Company. The employment terms include non-competition and non-solicitation and duty to cooperate provisions. The employment terms also include confidentiality provisions, trade secret and similar provisions to protect the Company rights in inventions and intellectual property. Mr. Korman also entered into a separate proprietary information and invention assignment agreement. Although the employment terms provide that employment is at-will, in certain instances of termination without cause by the Company or for good reason resignation, Mr. Korman’s will continue to be paid severance amounts based on his base salary and the target bonus. The employment terms provide for mutual indemnification provisions, the advancement of expenses to Mr. Korman by the Company in respect of the Company indemnification obligations, and inclusion in Company director and officer liability insurance. Disputes under the employment agreement will be arbitrated in California, and the agreement is governed by California law.

The Company entered into an executive at-will employment agreement with Damien Perriman dated April 1, 2025. The agreement provides that Mr. Perriman will act as the Chief Scientific Officer of the Company under the direction of the Chief Commercial Officer, devoting his full business time and attention to Company matters. Mr. Perriman will be provided with a base salary of $350,000, and a target bonus of $200,000, the bonus to be based on annual financial goals and personal performance goals, which will be set each year by the Chief Executive Officer and Mr. Perriman. The bonus amount will be paid half in cash and half in restricted stock. Mr. Perriman will be entitled to an equity award equal to 2.5% of the total outstanding shares of common stock of the Company, of which 70% will be a stock option and the remaining amount restricted stock units. The option portion and the restricted stock portion will each vest 25% on the first anniversary of his employment and the balance will vest in equal monthly installments over the following 36 months. Mr. Perriman will be entitled to participate in the employee benefit plans and programs as are made available to similarly situated employees of the Company. The employment terms include non-competition and non-solicitation and duty to cooperate provisions. The employment terms also include confidentiality provisions, trade secret and similar provisions to protect the Company rights in inventions and intellectual property. Mr. Perriman also entered into a separate proprietary information and invention assignment agreement. Although the employment terms provide that employment is at-will, in certain instances of termination without cause by the Company or for good reason resignation, Mr. Perriman’s will continue to be paid severance amounts based on his base salary and the target bonus. The employment terms provide for mutual indemnification provisions, the advancement of expenses to Mr. Perriman by the Company in respect of the Company indemnification obligations, and inclusion in Company director and officer liability insurance. Disputes under the employment agreement will be arbitrated in California, and the agreement is governed by California law.

Outstanding Equity Awards Under Plan as of December 31, 2025

The Company has issued RSU’s to employees for an aggregate of 436,786 shares of common stock. As of December 31, 2025, outstanding RSU’s totaling 416,786 have vested and will convert to shares of common stock at the expiration of the then lockup agreement on April 15, 2026. The remaining outstanding 20,000 RSU’s were issued to one recipient of which 10,667 have vested and the remainder will vest on a monthly basis and will be fully vested by June 30, 2026.

The Company has issued options to its key employees for an aggregate of 2,007,830 shares of common stock. These awards were issued pursuant to the eXoZymes’ 2020 Equity Incentive Plan (the “2020 Plan”) and the 2025 Equity Incentive Plan (the “2025 Plan”). These awards generally vest on a monthly or quarterly basis. Certain employees have a one year cliff vesting for their first year of vesting. The vesting for the balance of the cliff vesting is over 4 or 5 years with a contract life of 7 years.