AETHLON MEDICAL INC
For the period ended Mar 31, 2025. Filed Jun 26, 2025.
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FY2025 · Filed Jun 26, 2025
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Item 402V. Pay Versus Performance
We are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer (“NEO”) pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For additional information about our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive and Director Compensation” section above.
Required Tabular Disclosure of Pay Versus Performance
The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive and Director Compensation” section above. With the exception of Charles J. Fisher as PEO during the 2023 fiscal year, our Chief Executive Officer is our principal executive officer and is referred to as PEO in the headers in the following tables.
| PAY VERSUS PERFORMANCE | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal Year | Summary Compensation Table Total for PEO 1(1) ($) | Compensation Actually Paid to PEO 1(2)(4) ($) | Summary Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 2(3)(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(5) ($) | Average Compensation Actually Paid to Non-PEO NEOs(6) ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(7) ($) | Net Income (Loss) (millions)(8) ($) |
| (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (h) |
| 2025 | $– | $– | $500,000 | $495,402 | $430,844 | $430,875 | $2.45 | $(13.40) |
| 2024 | $505,332 | $395,249 | $416,449 | $400,496 | $404,032 | $385,270 | $8.28 | $(12.21) |
| 2023 | $460,000 | $(62,027) | – | – | $388,750 | $220,700 | $18.84 | $(12.03) |
| (1) | The dollar amounts reported in these columns (b) are the amounts of total compensation reported for our respective PEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” |
| (2) | Charles J. Fisher, Jr., M.D. served as the Company’s Chief Executive Officer for the entirety of the year fiscal year ended March 31, 2023 and through November 7, 2023, and served as the Company’s PEO for such period. |
| (3) | James B. Frakes was appointed as the Company’s Chief Executive Officer, effective November 7, 2023, and served as the Company’s PEO from such date through March 31, 2024. |
| (4) | The dollar amounts reported in columns (c) represent the amount of “compensation actually paid” to Dr. Fisher and Mr. Frakes in the periods during which they served as PEO, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for our PEOs for each year to determine the compensation actually paid: |
| PEO 1 · PEO 2 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 ($) | 2024 ($) | 2023 ($) | 2025 ($) | 2024 ($) | 2023 ($) | ||||||
| Summary Compensation Table Total | – | 505,332 | 460,000 | 500,000 | 416,449 | 388,750 | |||||
| Deduct: Grant Date Fair Value of Equity Awards as reported in Summary Compensation Table (a) | – | – | – | – | – | ||||||
| Add: Fiscal Year-End Fair Value of Equity Awards Granted in the Fiscal Year | – | – | – | – | – | ||||||
| Add: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | – | – | (378,862) | (9,739) | (128,266) | ||||||
| Add: Fair Value of Equity Awards Granted in the Fiscal Year that Vested in the Fiscal Year | – | – | – | (2,465) | – | – | |||||
| Add: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | – | – | (143,164) | (2,133) | (39,784) | ||||||
| Deduct: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | – | (110,083) | – | – | – | ||||||
| Compensation Actually Paid (b) | – | 395,249 | (62,027) | 495,402 | 400,496 | 220,700 | |||||
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable year. |
| (b) | Amount of equity award adjustments may differ from amount reported in the table above due to rounding. The fair values of stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Black-Scholes option pricing model with the following assumptions, which may be materially different from the assumptions used for estimating the grant-date fair value as reported in the “Option Awards” columns in the Summary Compensation Table: |
| Year Ended March 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Expected term (in years) | 4.45 years | 4,46 years | 5.20 years |
| Expected volatility | 137.13% | 145.9% | 138.9% |
| Risk-free interest rate | 4.07% | 4.02% | 2.20% |
| Expected dividend rate | 0.00% | 0.00% | 0.00% |
| (5) | The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable year are Dr. LaRosa and Mr. Cipriani. |
| (6) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the compensation actually paid: |
| Average of Non-PEO NEOs | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Summary Compensation Table Total | 437,844 | 404,032 | 388,750 |
| Deduct: Grant Date Fair Value of Equity Awards as reported in Summary Compensation Table (a) | – | – | – |
| Add: Fiscal Year-End Fair Value of Equity Awards Granted in the Fiscal Year | – | – | – |
| Add: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (1,232) | (13,524) | (128,266) |
| Add: Fair Value of Equity Awards Granted in the Fiscal Year that Vested in the Fiscal Year | – | – | – |
| Add: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (3,002) | (5,238) | (39,784) |
| Deduct: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | (2,734) | – | – |
| Compensation Actually Paid (b) | (430,875) | (385,270) | (62,027) |
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable year. |
| (b) | Amount of equity award adjustments may differ from amount reported in the table above due to rounding. The fair values of stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Black-Scholes option pricing model with the following assumptions, which may be materially different from the assumptions used for estimating the grant-date fair value as reported in the “Option Awards” columns in the Summary Compensation Table: |
| Year Ended March 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Expected term (in years) | 4.45 years | 4.46 years | 5.20 years |
| Expected volatility | 137.13% | 145.9% | 138.9% |
| Risk-free interest rate | 4.07% | 4.02% | 2.20% |
| Expected dividend rate | 0.00% | 0.00% | 0.00% |
| (7) | TSR is determined based on the value of an initial fixed investment of $100 on March 31, 2022. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
| (8) | Net loss attributable to Aethlon as reported in the Company’s consolidated financial statements for the applicable year. |
Required Narrative Disclosure to Pay Versus Performance Table
In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.
Compensation Actually Paid and Net Income Loss
Because the Company is a pre-commercial stage company, we had no revenue during the periods presented, other than revenue associated with government contracts and grants. Consequently, we do not use net income (loss) as a performance measure in our executive compensation** program. Moreover, as a pre-commercial stage company with limited revenue, we do not believe there is any **meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.
Compensation Actually Paid and Cumulative TSR
The chart below shows the relationship between the compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the three years presented in the table, on the other.
All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company 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 the Company specifically incorporates such information by reference.
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