Company and such other factors as are determined to be relevant by our Compensation Committee. Our Compensation Committee feels that a discretionary bonus program provides the best ability for the Compensation Committee to review individual and Company performance on a holistic basis and to appropriately reward our officers based on the Compensation Committee’s assessment of all relevant factors.
In July 2025, our Compensation Committee met and, after considering input from management, Pearl Meyer in its role as the Compensation Committee’s independent compensation consultant and the Compensation Committee’s assessment of relevant company and individual performance, determined to award a cash bonus of $226,875 for Dr. Papapetropoulos, which represents 75% of his 2025 annual target amount. The Compensation Committee determined that bonuses at 75% of the target level were appropriate in light of the efforts provided by Dr. Papapetropoulos throughout the year. The compensation arrangement of Mr. Cunningham is determined and paid through Danforth Advisors, and, therefore, is not eligible to receive a paid bonus from the Company.
Long-Term Equity Incentive Awards. Our named executive officers are eligible to receive long-term equity awards relating to shares of our Common Stock. These equity awards represent a significant component of our executive compensation program and are intended to motivate, incentivize and retain our officers while also further align their interests with those of our stockholders over extended vesting periods.
Our Compensation Committee evaluates whether to make equity award grants, and the type and size of those grants, in the context of our overall compensation program. Historically, we have granted awards of restricted stock units (“RSUs”), performance stock units (“PSUs”), and stock options to purchase shares of Common Stock (“Options”) to our named executive officers that are subject to multi-year vesting conditions. All equity awards granted to our named executive officers under our 2024 Plan will become fully vested upon a change in control of the Company in accordance with the terms of such plan.
Employee Benefits. Our named executive officers are generally eligible to participate in the same health, welfare and retirement arrangements as apply to our employees more broadly. We do not sponsor or maintain any defined benefit pension plans or similar arrangements and did not provide any perquisites to our named executive officers in 2026.
Named Executive Officer Employment Arrangements
Compensation and other terms of employment for the Chief Executive Officer and the other executives are formalized in the form of an executive employment contract or consultancy agreement. Major provisions of the agreements relating to remuneration are set out below:
Spyros Papapetropoulos, M.D., President and Chief Executive Officer
Effective December 16, 2022, the Company and Dr. Spyros Papapetropoulos entered into an employment agreement, the terms of which were announced to ASX on December 16, 2022 (“Initial Employment Agreement”). Under the terms of the Initial Employment Agreement, Dr. Papapetropoulos commenced as President, Chief Executive Officer and a Director of the Company effective January 5, 2023.
For administrative purposes, it was subsequently agreed that Bionomics, Inc., then a wholly owned U.S. subsidiary of Bionomics Ltd. (now Neuphoria Therapeutics, Inc.), should be party to the employment agreement. Accordingly, on January 15, 2023, the Initial Employment Agreement was terminated and a new employment agreement was entered into between Dr. Papapetropoulos and Bionomics Inc. that, in all material respects, was on the same terms as the Initial Employment Agreement, other than the contracting party (“Papapetropoulos Employment Agreement”).
Under the Papapetropoulos Employment Agreement, Dr. Papapetropoulos received an initial fixed remuneration of $525,000 base salary per year, plus reimbursement for the cost of procuring health benefits in the United States, for the provision of executive services as determined by our board of directors, plus a short term incentive/bonus potential of 50% of base salary, upon meeting the applicable performance criteria established by the Compensation Committee of the board of directors against agreed financial, strategic, and operational targets (the “Papapetropoulos Target Bonus”). In addition, Dr. Papapetropoulos, in connection with his appointment as President, Chief Executive Officer and a Director, received an initial grant of 27,067,015 (12,529 options on a post-redomiciliation basis) Options issued with an exercise price equal to the volume weighted average selling price of Shares for the five trading day period ending immediately prior to the grant date (February 21, 2023); and with 25% vesting on the 12 month anniversary of the grant date for the Options
