Aspire Biopharma Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
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Item 11. Executive Compensation
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies and smaller reporting companies under SEC rules. Our named executive officers (“NEOs”) for the year ended December 31, 2025 were Kraig Higginson, our current Chief Executive officer, Ernest Scheidemann, our Chief Financial Officer.
The compensation of our NEOs generally consists of a combination of base salary, bonuses and equity-based compensation. Bonus awards for 2025 and 2024 were determined at the sole discretion of the Compensation Committee based on an assessment of the performance of the NEOs.
The following tables contain certain compensation information for our NEOs in the fiscal years ended December 31, 2025 and 2024.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Nonequity Incentive Plan Compensation ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Kraig T. Higginson | 2025 | 135,000 | 120,000 | - | - | 255,000 | |
| Chief Executive Officer(1) | 2024 | - | - | - | - | - | |
| Ernest J. Scheidemann, Jr. | 2025 | 220,000 | 100,000 | - | - | 320,000 | |
| Chief Financial Officer | 2024 | - | - | - | - | - | - |
Employment Agreements
| Name and Principal Position | Annual Base Salary |
|---|---|
| Kraig T. Higginson | |
| Chief Executive Officer | $180,000 |
| Ernest J. Scheidemann, Jr. | |
| Chief Financial Officer | $240,000 |
| (1) | Michael G. Howe, former Chief Executive Officer, received $37,500 in cash compensation in 2025. |
Upon the completion of the Reverse Recapitalization, the Company entered into employment agreements with Kraig T. Higginson, in his capacity as Chief Executive Officer, and Ernest J. Scheidemann, Jr., in his capacity as Chief Financial Officer (the “Executive Employment Agreements”).
The Executive Employment Agreements provide for an indefinite term of employment, during which time Mr. Higginson will be entitled to an annual base salary in the amount of $180,000 and Mr. Scheidemann will be entitled to an annual base salary of $240,000, subject to annual review. Mr. Higginson and Mr. Scheidemann will also be eligible for an annual performance-based bonuses based upon achieved company performance metrics for revenue, profitability, and the development of new business relationships, and/or executive achievement of identified performance goals for the given fiscal year which goals shall be determined by the board of directors.
The Executive Employment Agreements also provide that Mr. Higginson and Mr. Scheidemann would be eligible to participate in all employee benefit plans, programs, and arrangements made available to the Company’s senior employees in accordance with the terms of such plans. Mr. Higginson and Mr. Scheidemann would be eligible for time off as needed, reimbursement of all documented reasonable business expenses incurred, and such other fringe benefits and perquisites as are provided by the Company, in its sole discretion, to its employees from time to time.
The Executive Employment Agreements contain a non-disparagement provision, customary confidentiality, and invention assignment covenants, as well as non-interference and employee and customer non-solicitation covenants. If either Mr. Higginson or Mr. Scheidemann are terminated by the Company without “cause” or due to their resignation for “good reason” (each as defined the Executive Employment Agreements), subject to their execution and non-revocation of a general release of claims in favor of the Company and its affiliates and his continued compliance with the restrictive covenants in the employment agreement, he would be entitled to severance consisting of: (I) the aggregate amount of his earned but unpaid base salary then in effect, (II) incurred but unreimbursed documented reasonable reimbursable business expenses through the date of such termination, and (III) any other amounts due under applicable law, in each case earned and owing through the date of termination.
The foregoing description of the Executive Employment Agreements is qualified in its entirety by the full text of the Executive Employment Agreements, copies of which are attached hereto as Exhibits 10.11 and 10.12, and which are incorporated herein by reference.
Director Compensation
Aspire’s Directors have received the following compensation for services rendered to us.
| Name · Fees Earned or Paid in Cash(5) ($) · Option Awards ($) · All Other Compensation(6) ($) · Total ($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Kraig T. Higginson | $37,500 | $ | - | $50,000 | $87,500 | |||
| Michael C. Howe (1) | $ | - | $ | - | $ | - | $ | - |
| Gary E. Stein (1) | $ | - | $ | - | $ | - | $ | - |
| Barbara J. Sher (1) | $ | - | $ | - | $ | - | $ | - |
| Edward J. Kimball | $29,167 | $ | - | $50,000 | $71,167 | |||
| Surendra Ajjarapu (2) | $29,167 | $ | - | $41,667 | $70,834 | |||
| Donald G. Fell (3) | $37,500 | $ | - | $41,667 | $79,167 | |||
| Howard Doss (4) | $22,500 | $ | - | $16,667 | $39,167 | |||
| (1) | Resigned as of July 24, 2025. |
| (2) | Resigned as of January 7, 2026 |
| (3) | Resigned as of February 6, 2026. |
| (4) | Joined on July 24, 2025 |
| (5) | The Company intends to pay $53,333 of this amount in the form of options in 2026. |
| (6) | Equity bonus not yet granted at December 31, 2025 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.