AUDDIA INC.

Executive Compensation Overview

As an “emerging growth company,” we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act.

This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during our fiscal year 2025, and our next two (if any) most highly compensated executive officers in respect of their service to our company for fiscal year 2025. We also provide information for two former executive officers who were not serving as such as of the end of fiscal year 2025. Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2025, are:

Summary Compensation Table Year Ended December 31, 2025

The following table contains information about the compensation paid to or earned by each of our Named Executive Officers during the two most recently completed fiscal years.

Outstanding Equity Awards at December 31, 2025

The following table sets forth information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025.

Employment Arrangement with Dr. Thramann

Commencing after our February 2021 IPO, Dr. Thramann earns an annual salary of $300,000 for his service as our Executive Chairman. The compensation committee approved a salary increase for Dr Thramann from $300,000 to $351,300, with an effective date of July 1, 2024.

On July 9, 2025, the Company announced the appointment of Jeffrey Thramann, M.D., as CEO, effective July 7, 2025. Dr. Thramann will continue to serve in his current role as Executive Chairman of the Board.

On September 11, 2025, the Company entered into an employment agreement with Mr. Thramann. The employment agreement is effective as of July 1, 2025.

Under the terms of the Employment Agreement, for serving as the Company’s CEO and also Executive Chairman, Mr. Thramann will receive an annual base salary, subject to annual adjustments as determined by the board or compensation committee, equal to $655,800. He will also be eligible for an annual bonus of up to 50% of his base salary as determined at the sole discretion of the board or the compensation committee. In addition, the Employment Agreement provides that the executive will be eligible to participate in the Company’s standard incentive and welfare benefit plans and programs. Under the Employment Agreement, if the Company terminates the executive without cause or the executive terminates for good reason, the executive is entitled to receive (i) nine months of base salary, (ii) nine months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal year. The Employment Agreement includes typical non-competition and non-solicitation provisions that the executive must comply with for a period of twelve months after termination of employment with the Company

Employment Agreement with Mr. Lawless

On October 13, 2021, we entered into an employment agreement with Mr. Lawless, which supersedes and replaces a prior employment agreement dated February 6, 2012. The employment agreement provides for an initial annual base salary of $260,000 as well as an entitlement to an annual incentive bonus, upon certain conditions, in an amount determined by our board of directors. The target annual bonus for Mr. Lawless, expressed as a percentage of base salary, is 50%.

The compensation committee approved a salary increase for Mr. Lawless from $260,000 to $304,500, with an effective date of July 1, 2024.

On July 7, 2025, Michael Lawless provided notice to the Board of Directors (the “Board”) of Auddia Inc. (the “Company”) of his decision to retire from his position as Chief Executive Officer (“CEO”) of the Company and as a member of the Board, effective immediately. Mr. Lawless’ retirement was not the result of any disagreement on matters relating to the Company’s operations, policies, or practices.

Employment Agreement with Mr. Mahoney

On December 18, 2023, we entered into an employment agreement with Mr. Mahoney, effective November 27, 2023. The employment agreement provides for an initial annual base salary of $275,000 as well as an entitlement to an annual incentive bonus, upon certain conditions, in an amount determined by our board of directors. The target annual bonus for Mr. Mahoney, expressed as a percentage of base salary, is 50%.

The compensation committee approved a salary increase for Mr. Mahoney from $275,000 to $300,000, with an effective date of January 1, 2025.

If the Company terminates Mr. Mahoney’s employment without cause or Mr. Mahoney terminates for good reason, he is entitled to receive nine months of base salary, (ii) up to nine months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal year. In addition, in the event of a change of control and a subsequent termination of Mr. Mahoney’s employment without cause, the Company will accelerate the vesting of all of unvested stock options as of the later of the effective date of the change in control and the last day of service.

Employment Agreement with Mr. Shoebridge

On October 13, 2021, we entered into an employment agreement with Mr. Shoebridge, which supersedes and replaces a prior employment agreement dated April 1, 2014. The employment agreement provides for an initial annual base salary of $225,000 as well as an entitlement to an annual incentive bonus, upon certain conditions, in an amount determined by our board of directors. The target annual bonus for Mr. Shoebridge, expressed as a percentage of base salary, is 50%.

The compensation committee approved a salary increase for Mr. Shoebridge from $225,000 to $263,500, with an effective date of July 1, 2024.

On August 25, 2025, the Company announced the resignation of Peter Shoebridge, who served as the Company’s Chief Technology Officer. The terms of Mr. Shoebridge’s resignation are described in the Company’s Current Report on Form 8-K filed on August 29, 2025, which is incorporated herein by reference. In connection with his resignation, Mr. Shoebridge became entitled to receive the severance benefits provided under his employment agreement, including salary continuation and other customary separation-related benefits, as further described in the Form 8-K.