GRI Bio, Inc.

Summary Compensation Table

As an emerging growth company, we are required to disclose the compensation earned by or paid to our named executive officers for the last two completed fiscal years.

(1)Reflects the aggregate grant date fair value of stock options granted during the fiscal year calculated in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the executive in connection with the option awards. The assumptions made in valuing the option awards reported in this column are described in the Company’s audited consolidated financial statements (Note 3. Summary of Significant Accounting Policiesand Note 11. Stock Based Compensation) included in this Annual Report.

(2)The amounts in this column represent performance bonuses earned by the named executive officers in the year shown based upon the achievement of pre-established performance objectives. See “Executive Compensation— Elements of Compensation— Bonuses and Non-Equity Incentive Plan Compensation” below.

(3)The amounts in this column include group term life insurance premiums paid on behalf of the named executive officers.

(4)Pursuant to her employment agreement, Ms. Kelly was paid a retention bonus of $50,000 on April 21, 2024, the first anniversary of the Closing.

(5)Pursuant to her employment agreement, Ms. Kelly was paid a sign on bonus of $100,000 at the Closing.

(6)The amounts reflect matching contributions to the named executive officer’s accounts under the Vallon SIMPLE IRA plan, in addition to group term life insurance premiums paid on the named executive officer’s behalf.

(7)The amounts reflect consulting fees paid to Dr. Chaturvedi prior to April 21, 2023, the date of his employment with the Company, in addition to group term life insurance premiums paid on the named executive officer’s behalf.

Elements of Compensation

2024 Base Salaries

Effective August 1, 2024, the base salaries of Dr. Hertz, Ms. Kelly and Dr. Chaturvedi were increased to $575,900, $384,300 and $384,300, respectively. From January 1, 2024 through July 31, 2024, the base salaries of Dr. Hertz, Ms. Kelly and Dr. Chaturvedi were $375,000, $312,500 and $312,500, respectively.

Bonuses and Non-Equity Incentive Plan Compensation

Dr. Hertz, Ms. Kelly and Dr. Chaturvedi are each eligible to receive a discretionary annual performance bonus with a target bonus equal to 55%, 40% and 40% of their then current base salary, respectively. For the fiscal year ended December 31, 2024, based on the achievement level of performance objectives, the Board awarded an annual performance bonus of $158,373 to Dr. Hertz and $76,860 to each of Ms. Kelly and Dr. Chaturvedi.

In addition to annual performance bonuses and pursuant to her employment agreement, on the first anniversary of the Closing in April 2024, Ms. Kelly was paid a retention bonus of $50,000.

Option Awards Granted During 2024

Although no option awards were granted to our named executive officers in 2024, in January 2025 the Board granted an aggregate of 34,319 options to Dr. Hertz and 14,402 options to each Ms. Kelly and Dr. Chaturvedi, of which an aggregate of 12,727 vested at the time of grant. The unvested options are subject to stockholder approval, a portion of which will vest immediately upon receipt of such approval and the remaining unvested options will vest following such approval on a quarterly vesting schedule over three years from the date of grant, subject to the holder’s continued service to the Company.

Qualified Retirement Plan

We do not maintain any retirement, deferred compensation, pension, or profit-sharing plans.

We have entered into an employment agreement with each of our named executive officers. The employment agreements provide that the executive will receive a base salary and be eligible to receive an annual cash bonus contingent upon the attainment of certain company milestones and/or individual objectives. Pursuant to the employment agreements, each executive's base salary and target bonus will be reviewed periodically by our compensation committee or Board. The employment agreements also provide for certain termination benefits, which are described below in the section entitled “Potential Payments Upon a Termination or Change in Control.”

Our named executive officers are also entitled to participate in all of our retirement and group welfare plans, subject to the terms and conditions applicable to such plans. Further, each named executive officer's employment agreement contains restrictive covenants relating to non-disclosure of confidential information, mutual non-disparagement and assignment of inventions provisions. The employment agreement with Ms. Kelly also include non-competition and non-solicitation provisions.

Potential Payments Upon a Termination or Change in Control

In addition to those potential payments described below, regardless of the manner in which a named executive officer’s service terminates, that named executive officer is entitled to receive compensation amounts earned during his or her term of service, including unpaid salary and other accrued benefits, as applicable. In addition, each named executive officer is entitled to receive certain benefits upon the Company’s termination of his or her employment without cause or his or her resignation for good reason.

W. Marc Hertz, Ph.D.

Pursuant to his employment agreement with us, if Dr. Hertz’s employment were terminated by us without cause or terminated by Dr. Hertz for good reason, in either case not in connection with a change in control, then Dr. Hertz would be entitled to the following severance benefits:

•continued base salary for a period of 12 months, plus a pro-rated bonus for the year of termination, based on actual performance results for the entire year, and provided he was employed for at least six months during that year; and

•subsidized premiums for COBRA continuation coverage for a period of 12 months (or such earlier date that he obtains alternative coverage).

Pursuant to his employment agreement with us, if Dr. Hertz’s employment were terminated by us without cause or terminated by Dr. Hertz for good reason, in either case within the one-year period following a change in control transaction, then Dr. Hertz would be entitled to the following severance benefits:

•a lump sum payment equal to 18 months of his annual base salary, plus a lump sum payment equal to 150% of his target bonus, without proration, for the fiscal year of termination;

•subsidized premiums for COBRA continuation coverage for a period of 18 months (or such earlier date that he obtains alternative coverage); and

•accelerated vesting of all outstanding stock-based awards held by the executive as of the date of termination, with any performance awards deemed satisfied at the “target” performance level, and any stock options remaining outstanding for their full term.

Leanne Kelly

Pursuant to her employment agreement with us, if Ms. Kelly’s employment were terminated by us without cause or terminated by Ms. Kelly for good reason, in either case not in connection with a change in control, then Ms. Kelly would be entitled to the following severance benefits:

•continued base salary for a period of nine months, plus a pro-rated bonus for the year of termination, based on actual performance results for the entire year, and provided she was employed for at least six months during that year; and

•subsidized premiums for COBRA continuation coverage for a period of nine months (or such earlier date that she obtains alternative coverage).

Pursuant to her employment agreement with us, if Ms. Kelly’s employment were terminated by us without cause or terminated by Ms. Kelly for good reason, in either case within the one-year period following a change in control transaction, then Ms. Kelly would be entitled to the following severance benefits:

•a lump sum payment equal to 12 months of her annual base salary, plus a lump sum payment equal to 100% of her target bonus, without proration, for the fiscal year of termination;

•subsidized premiums for COBRA continuation coverage for a period of 12 months (or such earlier date that she obtains alternative coverage); and

•accelerated vesting of all outstanding stock-based awards held by the executive as of the date of termination, with any performance awards deemed satisfied at the “target” performance level, and any stock options remaining outstanding for their full term.

Vipin Kumar Chaturvedi, Ph.D.

Pursuant to his employment agreement with us, if Dr. Chaturvedi’s employment were terminated by us without cause or terminated by Dr. Chaturvedi for good reason, in either case not in connection with a change in control, then Dr. Chaturvedi would be entitled to the following severance benefits:

•continued base salary for a period of nine months, plus a pro-rated bonus for the year of termination, based on actual performance results for the entire year, and provided he was employed for at least six months during that year; and

•subsidized premiums for COBRA continuation coverage for a period of nine months (or such earlier date that he obtains alternative coverage).

Pursuant to his employment agreement with us, if Dr. Chaturvedi’s employment were terminated by us without cause or terminated by Dr. Chaturvedi for good reason, in either case within the one-year period following a change in control transaction, then Dr. Chaturvedi would be entitled to the following severance benefits:

•a lump sum payment equal to 12 months of his annual base salary, plus a lump sum payment equal to 100% of his target bonus, without proration, for the fiscal year of termination;

•subsidized premiums for COBRA continuation coverage for a period of 12 months (or such earlier date that he obtains alternative coverage); and

•accelerated vesting of all outstanding stock-based awards held by the executive as of the date of termination, with any performance awards deemed satisfied at the “target” performance level, and any stock options remaining outstanding for their full term.

Outstanding Equity Awards at Fiscal Year-End

Stock Option Awards

The following table sets forth the outstanding stock option awards as of December 31, 2024, held by our named executive officers, on an award-by-award basis, setting forth the total number of shares underlying each stock option award that are (i) exercisable, but not yet exercised, (ii) unexercisable and not yet exercised, and (iii) total aggregate amount underlying each award.

(1)The stock options award vested 25% on the first anniversary of the vesting start date (September 22, 2023) and vests 2.083% (1/48th of such shares) for each subsequent month that the executive remains employed with us.

(2)Drs. Hertz and Chaturvedi had no outstanding option or stock awards as of December 31, 2024, and are therefore not included in this table.

Director Compensation and Compensation Table

Our director compensation program is designed to enhance our ability to attract and retain highly qualified directors and to align their interests with the long-term interests of our stockholders. The program generally includes a cash component, which is designed to compensate non-employee directors for their service on our Board and an equity component, which is designed to align the interests of non-employee directors and stockholders. Directors who are employees of the Company receive no additional compensation for their service on our Board.

The compensation committee annually reviews compensation paid to our non-employee directors and makes recommendations for adjustments, as appropriate, to the full Board. As part of this annual review, the compensation committee considers the significant time commitment and skill level required by each non-employee director in serving on our Board and its various committees. The compensation committee seeks to maintain a market competitive director compensation program and benchmarks our director compensation program against those maintained by our peer group.

Our amended and restated non-employee director compensation program provides that each non-employee Board member will receive the following compensation:

•An annual cash retainer of $40,000 for service on the Board, an annual cash retainer of $7,500 for service on the audit committee, an annual cash retainer of $6,000 for service on the compensation committee and an annual cash retainer of $5,000 for service on the nominating and corporate governance committee, which the non-employee director may instead elect to receive any of the annual retainers in an award of a stock option in lieu of cash.

•Non-employee directors who are first appointed or elected to the Board will receive an initial stock option grant to purchase a number of shares of our Common Stock equal to the quotient obtained by dividing $100,000 by the closing price of our Common Stock on the date of such director’s initial election or appointment, which generally will vest in quarterly installments over three years.

•A non-employee director who (i) is serving on the Board as of the date of any annual meeting of our stockholders after August 10, 2023 and has been serving as a non-employee director for at least six months as of the date of such meeting, and (ii) will continue to serve as a non-employee director immediately following such meeting, shall be automatically granted an option grant to purchase a number of shares of Common Stock equal to the quotient obtained by dividing $50,000 by the closing price of the Common Stock on the date of such annual meeting, which generally will vest in quarterly installments over one year. Notwithstanding the foregoing,the directors did not receive stock options on the date of the 2024 annual meeting of our stockholders, and in lieu thereof, in January 2025, the directors, other than the chairman of the Board, received options to purchase an aggregate of 23,328 shares of Common Stock and the chairman of the Board received options to purchase 13,331 shares of Common Stock, of which an aggregate of 8,401 vested at the time of grant. The unvested options are subject to stockholder approval, a portion of which will vest immediately upon receipt of such approval and the remaining unvested options will vest following such approval on a quarterly vesting schedule over three years from the date of grant, subject to the holder’s continued service to the Company.

In addition to any other consideration received, our amended and restated non-employee director compensation program provides that non-employee Board members serving as a chairperson will receive the following additional consideration:

•The audit committee chairperson will receive an additional annual retainer of $15,000.

•The compensation committee chairperson will receive an additional annual retainer of $12,000.

•The nominating and corporate governance committee chairperson will receive an additional annual retainer of $10,000.

•The Board chairperson will receive an additional annual retainer of $30,000.

A non-employee director may instead elect to receive annual retainer for serving as a chairperson in an award of a stock option in lieu of cash.

Director Compensation

The following table provides information on compensation paid to our non-employee directors in 2024:

Policies and Procedures Related to the Grant of Certain Equity Awards

We do not purposefully time our grants to coincide or be near in time to the release of material non-public information (MNPI). However, from time to time, we may grant options close in time to the release of MNPI to the extent those options are being granted upon the hiring of new executive officers and in connection with annual grants being made as part of our director compensation policy, upon appointment of a new director and on an annual basis at each annual meeting.