EXICURE, INC.
For the period ended Dec 31, 2025. Filed Mar 25, 2026.
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FY2025 · Filed Mar 25, 2026
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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, 2025 and 2024: (1) the individuals who served as our principal executive officer during the fiscal year ended December 31, 2025, (2) our next two most highly compensated executive officers serving as of December 31, 2025 who earned more than $100,000 during the fiscal year ended December 31, 2025 (of which we had none), and (3) any individual who would otherwise be included in (2) above but for the fact that such individual was not serving as an executive officer of ours as of December 31, 2025. We refer to these individuals in this prospectus as our named executive officers. Our named executive officers for 2025 who appear in the Summary Compensation Table are:
Andy Yoo, our former Chief Executive Officer;
Seung Ik Baik, our former Chief Financial Officer;
Paul Kang, our former Chief Executive Officer; and
Jiyoung Hwang, our former Chief Financial Officer
Summary Compensation Table
The following table provides a summary of compensation paid or accrued for the years ended December 31, 2025 and 2024 to our named executive officers, amounts in dollars:
| Name and principal position · Year · Salary ($) · Bonus ($) · All other compensation ($) · Total($) | ||||||
|---|---|---|---|---|---|---|
| Andy Yoo (1) Chief Executive Officer | 2025 | $439,000 | — | — | $439,000 | |
| 2024 | 25,000 | 25,000 | ||||
| Paul Kang (2) Former Chief Executive Officer | 2024 | 150,000 | — | — | 150,000 | |
| Seung Ik Baik (3)Chief Financial Officer | 2025 | 257,000 | 21,000 | — | 278,000 | |
| 2024 | 3,611 | — | — | 3,611 | ||
| Jiyoung Hwang (4)Former Chief Financial Officer | 2024 | 150,000 | — | — | 150,000 | |
| (1) | Effective December 20, 2024, Mr. Yoo was appointed as Chief Executive Officer, succeeding Mr. Kang. Effective February 9, 2026, Mr. Yoo resigned as Chief Executive Officer. |
| (2) | Effective August 21, 2023, Mr. Kang was appointed as Chief Executive Officer. Effective February 27, 2025, Mr. Kang resigned as Chief Executive Officer. |
| (3) | Effective December 20, 2024, Mr. Baik was appointed as Chief Executive Officer, succeeding Ms. Hwang. Effective February 9, 2026, Mr. Baik resigned as Chief Financial Officer. |
| (4) | Effective August 28, 2023, Ms. Hwang was appointed as Chief Financial Officer. Effective December 20, 2024, Ms. Hwang resigned as Chief Financial Officer. |
Employment Agreements
We had employment agreements with each of our named executive officers who were still serving in their positions at the end of 2025. 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 2025.
Andy Yoo. We and Mr. Yoo entered into an Employment Agreement dated December 20, 2024. Under the terms of his Amended Employment Agreement, dated April 1, 2025, Mr. Yoo’s annual base salary was $480,000.
Seung Ik Baik. We and Mr. Baik entered into an Employment Agreement dated December 20, 2024. Under the terms of his Amended Employment Agreement, dated April 1, 2025, Mr. Baik’s annual base salary was $300,000.
Outstanding Equity Awards at Fiscal Year-End
Neither Mr. Yoo nor Mr. Baik had any outstanding equity awards, and none of our named executive officers who were not serving with the Company at the end of fiscal 2025 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.
Equity Grant Practices
The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of such material nonpublic information for purposes of affecting the exercise price of such awards or the value of executive compensation. In addition, we do not grant equity awards during the four business days prior to or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information. During fiscal year 2025, we did not grant equity awards to any of the named executive officers.
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.
2025 Director Compensation
Cash Compensation
Following the closing of the CBI’s private placement in February 2023, each director is entitled to an annual retainer of $20,000. None of our current directors have received any equity grants, and none of our prior directors received equity grants in 2025.
Director Compensation Table
The following table presents information regarding the compensation earned for service by our directors during the year ended December 31, 2025, amounts in dollars.
| Name | Fees Earned orPaid In Cash($) | OptionAwards (13)($) | Total($) |
|---|---|---|---|
| Paul Kang (1) | 3,333 | — | 3,333 |
| Jiyoung Hwang (2) | 3,333 | — | 3,333 |
| Dongho Lee (3) | 20,000 | — | 20,000 |
| Andy Yoo (4) | 20,000 | — | 20,000 |
| Seung Ik Baik (5) | 20,000 | — | 20,000 |
| Chang Keun Choi (6) | 13,833 | — | 13,833 |
| Ho Jung John (7) | 13,833 | — | 13,833 |
| Minwoo Kang (8) | 13,833 | — | 13,833 |
| Sangwook Song (9) | 13,833 | — | 13,833 |
| Aejin Hwang (10) | 6,167 | — | 6,167 |
| Sangjn Yeo (11) | 6,167 | — | 6,167 |
| (1) | Mr. Kang was appointed to the Board of Directors effective February 24, 2023 and resigned on February 28, 2025. |
| (2) | Ms. Hwang was appointed to the Board of Directors effective February 24, 2023 and resigned on February 28, 2025. |
| (3) | Mr. Lee was appointed to the Board of Directors effective August 21, 2023. |
| (4) | Mr. Yoo was appointed to the Board of Directors effective November 21, 2024 and resigned on February 9, 2026. |
| (5) | Mr. Baik was appointed to the Board of Directors effective November 21, 2024 and resigned on February 9, 2026. |
| (6) | Mr. Choi was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025. |
| (7) | Mr. John was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025. |
| (8) | Mr. Kang was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025. |
| (9) | Mr. Song was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025. |
| (10) | Ms. Hwang was appointed to the Board of Directors effective September 8, 2025 and resigned on February 9, 2026. |
| (11) | Mr. Yeo was appointed to the Board of Directors effective September 8, 2025. |
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