Serina Therapeutics, Inc.

Smaller Reporting Company

We are a “smaller reporting company” as defined in the rules and regulations of the SEC. As a smaller reporting company we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not a smaller reporting companies. Accordingly, this Report includes reduced disclosure about our executive compensation arrangements.

Our named executive officers for the fiscal year ended December 31, 2024, which consist of our principal executive officer and the next two most highly compensated executive officers who were serving as executive officers as of December 31, 2024, are:

•Steve Ledger, our Chief Executive Officer and Director;

•Gregory S. Curhan, our Chief Financial Officer; and

•Dr. Srinivas Tenjarla, our Senior Vice President of CMC and Formulation;

Dr. Joanne M. Hackett served as our Interim Chief Executive Officer from August 2023 to March 2024.

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers during the years ended December 31, 2024 and 2023.

(1)Reflects the amounts for annual bonuses earned in 2024 and as approved by the Compensation Committee unless described otherwise in the footnotes below.

(2)These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the share options, the exercise of the share options, or the sale of the common shares underlying such share options. Instead, in accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during fiscal year 2024 computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. Assumptions used in the calculation of these amounts are included in Note 8 to our audited consolidated financial statements included in our Annual Report on Form 10-K.

(3)Mr. Ledger joined our Board of Directors in December 2022 and was appointed Chief Financial Officer from June 2021 to March 2024. In March 2024, he was appointed as Chief Executive Officer.

(4)Mr. Curhan join as our Chief Financial Officer in August 2024 through his capacity as a partner at FLG Partners.

(5)Reflects the approximate amounts paid Mr. Curhan in respect of his service as Chief Financial Officer through his capacity as a partner at FLG Partners, LLC, including a retainer deposit of $25,000.

(6)Reflects the amounts Dr. Tenjarla received as a sign on bonus of $25,000 per his employment agreement and $64,453 earned annual performance cash bonus earned in 2024.

(7)Dr. Hackett joined our Board of Directors on December 29, 2021 as a non-employee director, and was appointed as Interim Chief Executive Officer on August 9, 2023.

Executive Compensation Arrangements

Below are descriptions of our employment arrangements with our named executive officers, each of whom is employed “at will.”

Steve Ledger: In September 2024, we entered into an employment agreement with Mr. Ledger (the “Ledger Employment Agreement”) that provides for an annual base salary of $450,000 and an annual incentive compensation opportunity of up to 50% of base salary, subject to the discretion of the Board. Mr. Ledger’s base salary will automatically increase to $500,000 annually, and he will receive a one-time cash bonus, upon the attainment of certain strategic goals.

The Ledger Employment Agreement restricts Mr. Ledger’s ability to compete with the Company for two years after employment, and to solicit employees of the Company for 18 months after employment. If Mr. Ledger is terminated by the Company without cause, Mr. Ledger will receive 12 months of base salary and a pro-rated bonus equal to at least one-half of his full annual bonus opportunity. The Ledger Employment Agreement will continue indefinitely until terminated by either party.

Gregory Curhan: In June 2024, we entered into a consultant agreement with FLG Partners setting forth the terms and conditions for Mr. Curhan's services to Serina as its Chief Financial Officer, effective August 16, 2024 (the “Curhan Consultant Agreement”). Pursuant to the Curhan Consultant Agreement, Serina compensates FLG Partners for Mr. Curhan’s services at a rate of $650 per hour.

Dr. Srinivas Tenjarla: In July 2024, we entered into an employment agreement with Mr. Tenjarla to serve as our Senior Vice President of CMC and Formulation (the “Tenjarla Employment Agreement”). Pursuant to the Tenjarla Employment Agreement, Dr. Tenjarla's annual base salary was initially set at $375,000 with additional $25,000 signing bonus. Under the Tenjarla Employment Agreement, Dr. Tenjarla is eligible to earn an annual discretionary performance bonus with a target of 50% of his annual base salary. Actual bonus amounts will be based on Dr. Tenjarla’s attainment of individual performance goals at target levels set by the Board of Directors for the applicable calendar year. If such performance goals for the applicable year are fully achieved, the Board of Directors may approve a bonus amount exceeding the target bonus level.

Post-Employment Compensation and Change in Control Payments and Benefits

The Ledger Employment Agreement provides that, if Mr. Ledger’s employment is terminated for no cause by the Company, Mr. Ledger will receive 12 months of base salary with a pro-rated bonus (minimum of one-half of the full annual bonus). If Mr. Ledger’s employment is terminated for cause by the Company or by Mr. Ledger voluntarily, Mr. Ledger will not be entitled to any severance payment. The Ledger Employment Agreement defines “cause” as (a) Mr. Ledger’s failure to perform Mr. Ledger’s duties, (b) Mr. Ledger’s failure to comply with any valid and legal directive of the Company, (c) Mr. Ledger’s engagement in dishonesty, illegal conduct, or misconduct which is, in each case, injurious to the Company or its affiliates, (d) Mr. Ledger’s embezzlement, misappropriation, or fraud, whether or not related to Mr. Ledger’s employment with the Company, (e) Mr. Ledger’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, (f) Mr. Ledger’s violation of the Company's written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct, (g) Mr. Ledger’s willful unauthorized disclosure of Confidential Information or violation of his restrictive covenants (as defined in Section 7 of the Ledger Employment Agreement), (h) Mr. Ledger’s material breach of any material obligation under the Ledger Employment Agreement or any other written agreement between Mr. Ledger and the Company, or (i) Mr. Ledger’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.

Under the Curhan Consultant Agreement, Mr. Curhan is not party to any agreement, plan, or policy providing post-employment severance or change in control payments or benefits other than the accelerated vesting of the options upon change in control or completion of a $60 million equity transaction.

The Tenjarla Employment Agreement provides that if Dr. Tenjarla’s employment is terminated for no cause by the Company, Dr. Tenjarla will receive 6 months of base salary with a pro-rated bonus (minimum of one-half of the full annual bonus). If Dr. Tenjarla’s employment is terminated for cause by the Company or by Dr. Tenjarla voluntarily, Dr. Tenjarla will not be entitled to any severance payment. The Ledger Employment Agreement defines “cause” as (a) Dr. Tenjarla’s failure to perform Dr. Tenjarla’s duties, (b) Dr. Tenjarla’s failure to comply with any valid and legal directive of the Company, (c) Dr. Tenjarla’s engagement in dishonesty, illegal conduct, or misconduct which is, in each case, injurious to the Company or its affiliates, (d) Dr. Tenjarla’s embezzlement, misappropriation, or fraud, whether or not related to Dr. Tenjarla’s employment with the Company, (e) Dr. Tenjarla’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, (f) Dr. Tenjarla’s violation of the Company's written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct, (g) Dr. Tenjarla’s willful unauthorized disclosure of Confidential Information or violation of his restrictive covenants (as defined in Section 7 of the Ledger Employment Agreement), (h) Dr. Tenjarla’s material breach of any material obligation under the Ledger Employment Agreement or any other written agreement between Dr. Tenjarla and the Company, or (i) Dr. Tenjarla’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.

Equity Awards Outstanding

The following table shows information regarding our outstanding equity awards at December 31, 2024 for the 2024 Named Executive Officers under the Serina’s Equity Plans:

(1)This option fully vested as of the grant date.

(2)One fourth of the stock options will vest upon completion of 12 full months of continuous employment measured from the date of grant, and the balance of the options vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based on the completion of each month of continuous service as an employee or director of Serina or our subsidiaries.

(3)Upon achievement of certain strategic goals, one fourth of the options will vest upon completion of 12 full months of continuous employment measured from the date of grant, and the remaining balance of the options vest in 36 equal monthly installments.

(4)The stock options vest in substantially equal monthly installments beginning on September 15, 2024 such that the stock options shall be fully vested on the fourth anniversary of the grant date, subject to continued service to Serina or our subsidiaries through the applicable vesting dates.Vesting of the options will accelerate upon a change in control or the our completion of a $60 million equity transaction.

(5)One third of the stock options will vest upon completion of 12 full months of continuous employment measured from the date of grant, and the balance of the options vest in 24 equal monthly installments commencing on the first anniversary of the date of grant, based on the completion of each month of continuous service as an employee or director of Serina or our subsidiaries.

Other Compensation Plans

We do not have any pension plans, defined benefit plans, or non-qualified deferred compensation plans. We may make contributions to 401(k) plan accounts for participating executive officers and other employees.

Non-Employee Director Compensation

Following the Merger, on March 27, 2024, our Board adopted a new outside director compensation policy, which became effective on April 1, 2024 (the “Director Compensation Policy”). On May 30, 2024, in connection with the creation of the Science and Technology Committee, the Board revised the Director Compensation Policy to provide for the compensation of members of the Science and Technology Committee. As revised, the Director Compensation Policy provides that each non-employee director will receive an annual retainer as follows:

Member of Board of Directors: $40,000

Chair of Board of Directors: $60,000

Chair of Audit Committee: $10,000

Member of Audit Committee: $5,000

Chair of Compensation Committee: $5,000

Member of Compensation Committee: $2,500

Chair of Nominating & Corporate Governance Committee: $5,000

Member of Nominating & Corporate Governance Committee: $2,500

Chair of Science and Technology Committee: $2,500

Member of Science and Technology Committee: $1,500

In each case, compensation is to be paid quarterly in arrears and prorated based on the number of actual days served on our Board or applicable committee. Each non-employee director who serves as a committee chair of our Board will receive the cash retainer fee as the chair of the committee but not the cash retainer fee as a member of that committee, provided that the non-employee director who serves as the non-employee chair of our Board will receive the annual retainer fees for such role as well as the annual retainer fee for service as a non-employee director. The above-listed fees for service as non-employee chair of our Board or a chair or member of any committee are payable in addition to the non-employee director retainer.

In addition, the Director Compensation Policy provides that each individual who was a non-employee director as of the effective date of the policy was granted an award of stock options to purchase 40,000 shares of our common stock (the “Transition Award”). Each Transition Award will vest in equal yearly installments over the 3-year period from the date of grant, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date.

The Director Compensation Policy also provides that each individual who first becomes a non-employee director following the effective date of the policy and who did not receive a Transition Award will be granted an award of stock options to purchase 40,000 shares of our common stock (the “Initial Award”). The Initial Award will be granted automatically on the first trading day on or after the date on which such individual first becomes a non-employee director (the first date as a non-employee director, the “Initial Start Date”), whether through election by our stockholders or appointment by our Board to fill a vacancy. Each Initial Award will be scheduled to vest in equal yearly installments over the 3-year period from the date of grant, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date.

On April 1st of each year, beginning April 1, 2025, each non-employee director automatically will be granted an award of stock options (an “Annual Award”) to purchase 10,000 shares of our common stock. Each Annual Award will be scheduled to vest in full on the first anniversary of the date on which the Annual Award is granted, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date.Directors and members of committees of the Board of Directors who are our employees are entitled to receive compensation as employees but are not compensated for serving as directors or attending meetings of the Board or committees of the Board. All directors are entitled to reimbursements for their out-of-pocket expenses incurred in attending meetings of the Board or committees of the Board.

Chairman Agreement

The Company has entered into an agreement with Dr. Gill to serve as the Chairman of the Board of Directors (the “Chairman Agreement”). Pursuant to the Chairman Agreement, Dr. Gill is entitled to an annual cash fee of $300,000. Following an initial grant of 295,300 options to purchase Common Stock of the Company, Dr. Gill is eligible to receive equity awards at the Board’s discretion generally in line with those afforded executive employees of the Company. Pursuant to the Chairman Agreement, Dr. Gill will serve as the Executive Chairman of the Board as long as he is a member of the Board, or until his earlier death, incapacity, removal or resignation. Dr. Gill will also be bound by, among other typical restrictive covenants, a five (5) year post-termination non-compete covenant and a five (5) year post-termination non-solicitation covenant with respect to customers and employees.

2024 Director Compensation

The following table summarizes certain information concerning the compensation paid during the past fiscal year to each of the persons who served as directors during the year ended December 31, 2024 and who were not our employees on the date the compensation was earned.

(1)These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting of the share options, the exercise of the share options, or the sale of the common shares underlying such share options. Instead, in accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during fiscal year 2024 computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. Assumptions used in the calculation of these amounts are included in Note 8 to our audited consolidated financial statements included in our Annual Report on Form 10-K.

(2)Represents 295,300 options to purchase Common Stock of Serina granted to Dr. Gill in connection with entering into his Chairman Agreement in April 2024. The options vest, subject to Dr. Gill’s continuous service to the Company, as follows: 73,825 on the 6th month anniversary of the grant date; 5,273 each month thereafter until the 48th month anniversary of the grant date; and 5,282 on the 48th month anniversary of the grant date.

(3)Includes 1,812 options to purchase Common Stock of Serina that were granted to Mr. Mintz in connection to his appointment as a director of AgeX.