Matinas BioPharma Holdings, Inc.

Summary Compensation Table – 2025

Our named executive officers for the year ended December 31, 2025 were Jerrome D. Jabbour, Chief Executive Officer, President and Interim Chief Financial Officer; Keith Kucinski, former Chief Financial Officer; and James J. Ferguson, Former Chief Medical Officer.

The following table sets forth information regarding the compensation awarded to, earned by or paid to the named executive officers for the years ended December 31, 2025 and December 31, 2024.

Narrative Disclosure to Summary Compensation Table

Employment Agreements with Our Named Executive Officers

Jabbour

On March 22, 2018, we entered into an employment agreement with Mr. Jabbour, as subsequently amended on March 3, 2023, April 30, 2025 and December 12, 2025. Under the terms of Mr. Jabbour’s employment agreement, Mr. Jabbour received a signing bonus of $84,000 and a base salary of $350,000 per year. Mr. Jabbour’s current salary is $598,000. In addition, Mr. Jabbour is eligible to receive an annual bonus, which is targeted at 50% of his base salary but which may be adjusted by our Compensation Committee based on his individual performance and our performance as a whole. Mr. Jabbour is also eligible to receive option grants at the discretion of our Compensation Committee. In addition, Mr. Jabbour is eligible for a cash retention bonus in the event of a change in control of the Company, as such term is defined in the employment agreement, on or before June 30, 2026, equal to the greater of (i) Mr. Jabbour’s target annual bonus for the fiscal year in which the change in control occurs, or (ii) $299,000 if Mr. Jabbour remains employed with the Company through the date that of such change in control. Two-thirds of the retention bonus will be paid upon the Company’s execution of a definitive agreement that, if consummated, would result in a change in control, and the remaining one-third would be paid immediately prior to the closing of such change in control, so long as for each payment Mr. Jabbour has not resigned without good reason nor been terminated by the Company for cause (each as defined in the employment agreement). If Mr. Jabbour resigns for good reason or is terminated by the Company other than for Cause, he will be entitled to the retention bonus**(**or any remaining portion thereof), payable within ten days following such termination and in any event not later than immediately prior to the closing of a change in control. Mr. Jabbour received $150,000 of his 2025 annual bonus in January 2026 with the remaining $150,000 to be paid upon the signing of a definitive agreement related to MAT2203. If we terminate Mr. Jabbour’s employment without cause or Mr. Jabbour resigns with good reason (absent a change of control), we are required to pay him severance of up to twelve months of his base salary plus COBRA benefits for twelve months, and his target annual bonus for the year pro rated to the date of termination. In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 will be accelerated in full upon such termination and Mr. Jabbour will be provided with an extension through two years after the separation date of the exercise period for his vested stock options. If we terminate Mr. Jabbour’s employment without cause during the 24-month period immediately following a change of control or Mr. Jabbour resigns with good reason during the 24-month period immediately following a change of control, we are required to pay him severance of 18 months of his base salary and 1.5 times his target annual bonus plus 18 months of COBRA benefits. In addition, his outstanding options will be vested in full and Mr. Jabbour will be provided with an extension through two years after the separation date of the exercise period for his vested stock options. Mr. Jabbour is also subject to a customary non-disclosure agreement, pursuant to which Mr. Jabbour has agreed to be subject to a non-compete during the term of his employment and for a period of eighteen months following termination of his employment.

Kucinski

On December 31, 2018, we entered into an employment agreement with Mr. Kucinski which was effective as of January 2, 2019, as subsequently amended on March 3, 2023 and April 30, 2025. Under the terms of Mr. Kucinski’s employment agreement, Mr. Kucinski’s base salary was $250,000 per year, and was $416,000 at the time of his resignation. In addition, Mr. Kucinski was eligible to receive an annual bonus, which is targeted at 40% of his base salary but which may be adjusted by our Compensation Committee based on his individual performance and our performance as a whole. Mr. Kucinski was also eligible to receive option grants at the discretion of our Compensation Committee. In addition, Mr. Kucinski was entitled cash retention bonus in the event of a change in control of the Company, as such term is defined in the employment agreement, on or before March 31, 2026, equal to the greater of (i) Mr. Kucinski’s target annual bonus for the fiscal year in which the change in control occurs, or (ii) $166,400 if Mr. Kucinski remained employed with the Company through the date that of such change in control. If we terminated Mr. Kucinski’s employment without cause or Mr. Kucinski resigned with good reason, we would have been required to pay him severance of up to twelve months of his base salary plus benefits. In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 would have been accelerated in full upon such termination. If we terminated Mr. Kucinski’s employment without cause during the 12-month period immediately following a change of control or Kucinski resigned with good reason during the 12-month period immediately following a change of control, we would have been required to pay him severance of 12 months of his base salary and his target annual bonus plus 12 months of COBRA benefits. In addition, his outstanding options would have been vested in full. Mr. Kucinski was also subject to a customary non-disclosure agreement, pursuant to which Mr. Kucinski has agreed to be subject to a non-compete during the term of her employment and for a period of eighteen months following termination of his employment.

On November 18, 2025, Mr. Kucinski resigned from his position as Chief Financial Officer, effective January 17, 2026. Mr. Kucinski was not entitled to a retention bonus or severance under his employment agreement.

Ferguson

On February 22, 2019, we entered into an employment agreement with Mr. Ferguson which was effective as of February 25, 2019, as subsequently amended on March 3, 2023. Mr. Ferguson’s employment with the Company was terminated without cause in October 2024, and Mr. Ferguson was eligible to receive the severance benefits described below for a termination by us without cause. Under the terms of Mr. Ferguson’s employment agreement, Mr. Ferguson’s base salary was $375,000 per year, and was $468,000 at the time of his termination. Mr. Ferguson was eligible to receive an annual bonus, targeted at 40% of his base salary and subject to adjustment by our Compensation Committee based on his individual performance and our performance as a whole. Mr. Ferguson was also eligible to receive option grants at the discretion of our Compensation Committee. Under the terms of his employment agreement, if Mr. Ferguson’s employment was terminated by us without cause or by Mr. Ferguson with good reason, we are required to pay him severance of up to twelve months of his base salary plus benefits. In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 was accelerated in full upon such termination. Under the terms of his employment agreement, if we terminated Mr. Ferguson’s employment without cause during the 12-month period immediately following a change of control or Mr. Ferguson resigned with good reason during such period, we were required to pay him severance of 12 months of his base salary and his target annual bonus plus 12 months of COBRA benefits. In addition, his outstanding options would be vested in full. Mr. Ferguson is also subject to a customary non-disclosure agreement, pursuant to which Mr. Ferguson has agreed to be subject to a non-compete during the term of his employment and for a period of eighteen months following termination of his employment. All severance payments have been made to Mr. Ferguson as of October 31, 2025.

Outstanding Equity Awards at Fiscal Year-End Table – 2025

The following table summarizes, for each of the named executive officers, the number of shares of common stock underlying outstanding stock options held as of December 31, 2025.

2013 Equity Compensation Plan

General

2013 Plan

On August 2, 2013, our Board adopted the 2013 Equity Compensation Plan (as amended to date, the “2013 Plan”) pursuant to the terms described herein. The 2013 Plan was approved by the stockholders on August 7, 2013. Effective May 8, 2014, upon the approval of our Board and our stockholders, we amended and restated the 2013 Plan, primarily to include “evergreen” provisions, which provided that the number of shares of common stock available for issuance under the 2013 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2015; to amend the definition of “fair market value”; and to increase the limits on awards under the Plan. The 2013 Plan, which expired on May 7, 2024, provided for the granting of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights. No additional awards will be made under the 2013 Plan.

2025 Plan

On April 30, 2025, the Board, subject to the approval of our stockholders, which was received on June 23, 2025, adopted a new 2025 Equity Incentive Plan (the “2025 Plan”) to succeed the 2013 Plan. The general purpose of the 2025 Plan is to provide an incentive to our employees, directors, consultants and advisors by enabling them to share in the future growth of our business. The term of the 2025 Plan is 10 years.

As of December 31, 2025, there were 116,500 options outstanding and 646,548 remaining shares available for grant under the 2025 Plan, and there are 434,334 awards, including both restricted stock grants and option grants, issued and exercised under the 2013 Plan.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not have any formal policy that requires us to grant, or avoid granting, stock options at particular times. Consistent with our annual compensation cycle, if options are to be granted, the Compensation Committee generally seeks to grant annual stock option awards in connection with our conducting and completing such annual review, which typically occurs in approximately the fourth quarter of each year. Equity awards were awarded to our non-employee directors pursuant to our 2013 Plan and 2025 Plan. The timing of any stock option grants in connection with new hires, promotions, or other non-routine grants may be tied to the event giving rise to the award (such as an employee’s commencement of employment or promotion effective date), and in other cases such grants may be awarded at the same time with other annual grants. As a result, in all cases, the timing of grants of stock options occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

As required by SEC rules, the following table presents information regarding awards issued to our Named Executive Officers in fiscal year 2025 during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

Tax Withholding

The Company has the power and right to deduct or withhold, or require a participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulations to be withheld.

Director Compensation

We maintain a policy pursuant to which our non-employee directors receive annualized compensation. The policy provides for the following compensation amounts payable in cash, or upon election by such non-employee director, in shares of unrestricted common stock: (i) each non-employee director is entitled to receive an annual fee of $50,000; (ii) the chairman of the board is entitled to receive an additional annual fee of $25,000; (iii) the vice chair, if one is appointed, is entitled to receive an additional annual fee of $20,000; (iv) the chair of our audit committee is entitled to receive an annual fee of $15,000 and other members of our audit committee are entitled to receive $7,500; (v) the chair of our compensation committee is entitled to receive an annual fee of $10,000 and other members of our compensation committee are entitled to receive $6,000; and (vi) the chair of our nominating and corporate governance committee is entitled to receive an annual fee of $8,000 and other members are entitled to receive $4,000.

All fees under the director compensation policy are paid on a quarterly basis in arrears and no per meeting fees are paid. All fees may be paid in unrestricted shares of common stock at the election of the director. We also reimburse non-employee directors for reasonable expenses incurred in connection with attending board of director and committee meetings.

Director Compensation Table – 2025

The following table summarizes the annual compensation for our non-employee directors during 2025 and for each who resigned from our Board during 2025.

(1) As of December 31, 2025, Ms. D’ An, Mr. Neugeboren, Mr. Murphy and Ms. Smith each held options to purchase 11,600 shares of common stock.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board is currently composed of the following two non-employee directors: Edward Neugeboren, Chair, and Keith Murphy. No member of the Compensation Committee is or was formerly an officer or an employee of the Company during the last fiscal year. In addition, no executive officer of the Company serves on the Compensation Committee or board of directors of a company for which any of the Company’s directors serve as an executive officer. See Item 13.