ARTELO BIOSCIENCES, INC.
For the period ended Jul 17, 2026. Filed Jun 5, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 17, 2026 · Filed Jun 5, 2026
Contents
Pay vs Performance
PAY VERSUS PERFORMANCE
In accordance with the SEC’s disclosure requirements regarding pay versus performance, or PVP, this section presents the SEC-defined “Compensation Actually Paid,” or CAP. Also required by the SEC, this section compares CAP to various measures used to gauge performance at Artelo.
Compensation decisions at Artelo are made independently of disclosure requirements. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in the overview of the executive compensation program, not in replacement.
Pay versus Performance Table - Compensation Definitions
Salary, Bonus, Non-Equity Incentive Plan Compensation, and All Other Compensation are each calculated in the same manner for purposes of both CAP and Summary Compensation Table, or SCT, values. The primary difference between the calculation of CAP and SCT total compensation is “Stock Awards” and “Option Awards.”
| SCT Total | CAP | |
| Stock and Option Awards | Grant date fair value of stock and option awards granted during the year | Year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year |
|---|
Pay Versus Performance Table
In accordance with the SEC’s new PVP rules, the following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2025, 2024 and December 31, 2023 and our financial performance for each such fiscal year. For 2025, our PEO was Gergory Gorgas and our sole Non-PEO NEO was Mark Spring, appointed as Chief Financial Officer and Treasurer effective November 1, 2025. Our PEO was our only NEO for each of 2023 and 2024.
| (in thousands)GAAP | ||||||
|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based on: Total Stockholder Return ($) | Net Income ($) |
| 2025 | 1,213,770 | 883,189 | 41,667 | 53,296 | $7.07 | (12,879) |
| 2024 | 1,060,470 | 879,831 | - | - | $36.68 | (9,826) |
| 2023(2) | 994,095 | 664,634 | - | - | $48.44 | (9,829) |
***(1)***Compensation actually paid (NEO)
The following adjustments were made to the Company’s PEO’s compensation to determine compensation actually paid to PEO (Mr. Gorgas was the Company’s PEO in each of 2023, 2024 and 2025):
| Year | Summary Compensation Table Total for PEO ($) | Deduct ReportedValue of EquityAwards ($) | Add Equity Award Adjustments ($) | CompensationActually Paid toPEO ($) |
|---|---|---|---|---|
| 2025 | 1,213,770 | 346,532 | 15,951 | 883,189 |
| 2024(2) | 1,060,470 | 240,016 | 59,377 | 879,831 |
| 2023 | 994,095 | 251,644 | (77,817) | 664,634 |
Adjustments to equity value
Set out below is a reconciliation of the Equity Award Adjustments column in the table above:
| Year | Year End FairValue of EquityAwards for PEO ($) | Year over YearChange in Fair Valueof Outstanding and Unvested EquityAwards for PEO ($) | Fair value as of Vesting Date of Equity Awards Grated and Vested in the Year for PEO ($) | Year over YearChange in FairValue of EquityAwards Grantedin Prior Yearsthat Vested inthe Year forPEO ($) | Total EquityAwardAdjustmentsfor PEO ($) |
|---|---|---|---|---|---|
| 2025 | 55,228 | 4,140 | - | - | 59,377 |
| 2024 | 79,821 | (124,824) | - | (32,814) | (77,817) |
| 2023 | - | (595,502) | - | (213,139) | (808,641) |
| (2) | The amounts reflected in the columns entitled “Summary Compensation Table Total for PEO”, “Compensation Actually Paid to PEO” and “Deduct Reported Value of Equity Awards” reflect changes from the numbers reported in our 2024 Proxy Statement to correct a calculation error. The illustrative graphs below reflect the updated figures presented herein. |
| (3) | Compensation actually paid (Non-PEO NEO) |
The following adjustments were made to the Company’s Non-PEO NEO’s compensation to determine compensation actually paid to Non-PEO NEO (Mr. Spring was the Company’s sole Non-PEO NEO in 2025. There were no Non-PEO NEOs in each of 2024 and 2023):
| Year | Summary Compensation Table Total for Non-PEO NEO ($) | Deduct Reported Value of Equity Awards ($) | Add Equity Award Adjustments ($) | Compensation Actually Paid to Non-PEO NEO ($) |
|---|---|---|---|---|
| 2025 | 106,222 | 64,555 | 11,629 | 53,296 |
| 2024 | - | - | - | - |
| 2023 | - | - | - | - |
Analysis of Information Presented in the Pay Versus Performance Table
The following provides an illustration of the relationship between “compensation actually paid” for purposes of the tabular disclosure above and total stockholder return as well as the relationship between compensation actually paid and net loss:
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.