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EXICURE INC

For the period ended Dec 31, 2023. Filed Jun 6, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Jun 6, 2024

XCUR$0.89-6.3%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

Compensation Overview

This section provides a discussion of the total compensation awarded to, earned by, or paid to, during the years ended December 31, 2023 and 2022: (1) the individuals who served as our principal executive officer during the fiscal year ended December 31, 2023, (2) our next two most highly compensated executive officers serving as of December 31, 2023 who earned more than $100,000 during the fiscal year ended December 31, 2023 (of which we had none), and (3) any individual who would otherwise be included in (2) above but for the fact that such individual was not serving as an executive officer of ours as of December 31, 2023. We refer to these individuals in this prospectus as our named executive officers. Our named executive officers for 2023 who appear in the Summary Compensation Table are:

Paul Kang, our Chief Executive Officer;

Matthias Schroff, our former Chief Executive Officer;

Jung Sang (Michael) Kim, our former Chief Executive Officer;

Elias Papadimas, our former Chief Financial Officer;

Sarah Longoria, our former Chief Human Resource and Compliance Officer;

Summary Compensation Table

The following table provides a summary of compensation paid or accrued for the years ended December 31, 2023 and 2022 to our named executive officers, amounts in dollars:

Name and principal positionYearSalary ($)Bonus ($)Stock awards ($)(1)Option awards ($)(2)All other compensation ($)(3)Total($)
Paul Kang (4) Chief Executive Officer202350,000————50,000
Jung Sang (Michael) Kim (5)Former Chief Executive Officer202390,625———31390,938
Matthias G. Schroff, Ph.D. (6)Former Chief Executive Officer2023183,333603,825(7)——10,313797,471
2022538,163122,197(8)267,323277,78512,2501,217,718
Elias D. Papadimas (9)Former Chief Financial Officer2023135,000370,000(10)——11,250516,250
2022400,625140,000(11)48,75967,12510,250666,759
Sarah Longoria (12)Chief Human Resources and Compliance Officer2023125,000370,000(13)——11,250506,250
2022300,00099,750(14)20,78626,125—446,661
(1)The amounts reported in this column reflect the aggregate grant date fair value for performance stock units granted during such fiscal year.
(2)The amounts reported in this column reflect the grant date fair value of the option awards granted to the named executive officers during the years presented and do not reflect the actual amounts earned. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. These values have been determined in accordance with FASB ASC Topic 718. See Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 27, 2023 for a discussion of the relevant assumptions used in calculating these amounts. The amounts in this column for 2022 for Dr. Schroff, Mr. Papadimas, and Ms. Longoria also include the incremental fair value of outstanding awards as a result of the repricing of stock options effective April 1, 2022.
(3)Except as set forth below in footnotes 10 and 15 with respect to 2023 amounts, and footnote 14 with respect to 2022 amounts, the amounts reported in this column represent a match of contributions to our 401(k) savings plan.
(4)Effective August 21, 2023, Mr. Kang was appointed as Chief Executive Officer, succeeding Mr. Kim.
(5)Effective April 27, 2023, Mr. Kim was appointed as Chief Executive Officer and Chief Financial Officer, succeeding Mr. Schroff and Mr Papadimas, respectively. He resigned from those positions as of August 18, 2023.
(6)Effective February 4, 2022, Dr. Schroff was appointed as Chief Executive Officer, succeeding Mr. Bock. He separated from the Company effective April 26, 2023. Dr. Schroff served as our Chief Operating Officer in 2021 until December 10, 2021, and as our Chief Scientific Officer from December 10, 2021 through February 4, 2022.
(7)Represents separation amount paid to Dr. Schroff as the result of his departure on April 26, 2023.
(8)Represents retention award amounts earned and paid to Dr. Schroff in 2022.
(9)Mr. Papadimas was appointed as our Chief Financial Officer in January 2022. He separated from the Company effective April 26, 2023
(10)Represents separation amount paid to Mr. Papadimas as the result of his departure on April 26, 2023.
(11)The amount reported represents (i) a retention award in the amount of $120,000 earned in 2022 and (ii) a bonus in the amount of $20,000 earned in 2022, each paid to Mr. Papadimas in 2022.
(12)Ms. Longoria was appointed as our Chief Human Resources and Compliance Officer in December 2021 and separated from the Company effective May 26, 2023.
(13)Represents separation amount paid to Ms. Longoria as the result of her departure on May 26, 2023.
(14)Represents retention award amounts earned and paid to Ms. Longoria in 2022.

Employment Agreements

We had employment agreements with each of our named executive officers who were still serving in their positions at the end of 2023. These employment agreements are described below. Refer to the footnotes to the Summary Compensation Table above with respect to named executive officers who were no longer serving at the end of 2023.

Paul Kang. We and Mr. Kang entered into a Employment Agreement dated August 28, 2023. Under the terms of this Employment Agreement, Mr. Kang’s annual base salary was $150,000.

Outstanding Equity Awards at Fiscal Year-End

Mr. Kang does not have any outstanding equity awards, and none of our named executive officers who were not serving with the Company at the end of fiscal 2023 still had any outstanding equity awards.

Defined Contribution Plan

We sponsor a defined contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “Code”) as a 401(k) plan. Employees who are at least 21 years of age are generally eligible to participate and may enter the plan on the first day of any month following the employment start date. Participants may make pre-tax contributions or Roth 401(k) contributions up to the maximum limit established by the Code. Our 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older (including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit that applies to all other employees below age 50. Participant contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. Participants are immediately and fully vested in their contributions. We provide matching contributions under the plan of up to 100% of the first 50% of the participant’s elective contributions.

Director Compensation

Under our director compensation policy, as amended, each of our directors is eligible to receive cash compensation for service on our Board of Directors and committees of our Board of Directors.

2023 Director Compensation

Cash Compensation

Following the closing of the Private Placement in February 2023, each director is entitled to an annual retainer of $20,000. None of our current directors have received any equity grants, and none of our prior directors received equity grants in 2023.

Director Compensation Table

The following table presents information regarding the compensation earned for service by our directors during the year ended December 31, 2023, amounts in dollars.

NameFees Earned orPaid In Cash($)OptionAwards (13)($)Total($)
Paul Kang (1)16,944—16,944
Jiyoung Hwang (2)16,973—16,973
Hyuk Joon (Raymond) Ko (3)7,215—7,215
Dongho Lee (4)7,215—7,215
Hojoon Lee (5)7,215—7,215
Minhee Eom (6)5,000—5,000
Seung Soo Shin (7)1,778—1,778
Hyukku Lee (8)———
Changil Ahn (9)6,944—6,944
Cheolho Jo (10)6,778—6,778
Jeffrey L. Cleland, Ph.D. (11)8,200—8,200
Elizabeth Garofalo, M.D. (12)13,826—13,826
(1)Mr. Kang was appointed to the Board of Directors effective February 24, 2023.
(2)Ms. Hwang was appointed to the Board of Directors effective February 24, 2023.
(3)Mr. Ko was appointed to the Board of Directors effective August 21, 2023.
(4)Mr. D. Lee was appointed to the Board of Directors effective August 21, 2023.
(5)Mr. Hojoon Lee was appointed to the Board of Directors effective August 21, 2023.
(6)Ms. Eom was appointed to the Board of Directors effective September 26, 2023.
(7)Mr. Shin was appointed to the Board of Directors effective February 27, 2023, and resigned from the Board of Directors effective April 26, 2023.
(8)Mr. Hyukku Lee was appointed to the Board of Directors effective February 24, 2023, and resigned from the Board of Directors effective May 3, 2023.
(9)Mr. Ahn was appointed to the Board of Directors effective February 24, 2023, and resigned from the Board of Directors effective August 18, 2023.
(10)Mr. Jo was appointed to the Board of Directors effective February 24, 2023, and resigned from the Board of Directors effective August 1, 2023.
(11)Dr. Cleland resigned from the Board of Directors effective February 10, 2023.
(12)Dr. Garofalo resigned from the Board of Directors effective February 24, 2023.
(13)During 2023, no options were issued to any directors. During 2022, Dr. Cleland and Dr. Garofalo each had outstanding options to purchase the of shares, however, those were forfeited upon their resignation.
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