{"url_path":"/sec/adxn/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees.","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1574232/0001104659-26-062447-index.html","accession_number":"0001104659-26-062447","cik":"0001574232","ticker":"ADXN","issuer_name":"Addex Therapeutics Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1574232/0001104659-26-062447-index.html","primary_entity_key":"0001574232","primary_entity_name":"Addex Therapeutics Ltd."},"word_count":5627,"has_tables":true,"body_markdown":"Item 6. Directors, Senior Management and Employees.\n\nA.\n\nDirectors and Senior Management*.*\n\nThe following table sets forth information regarding our executive officers and directors, including their ages, as of December 31, 2025. Our directors are appointed for one-year terms, which expire on the occasion of each annual general meeting.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Name**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Position(s)**\n\nExecutive Officers:\n\n​\n\n  ​\n\n​\n\n  ​\n\nTim Dyer\n\n \n\n57\n\n \n\nChief Executive Officer and Director\n\nRoger Mills\n\n \n\n69\n\n \n\nChief Medical Officer and Director\n\nMikhail Kalinichev\n\n \n\n58\n\n \n\nHead of Translational Science\n\nLénaïc Teyssédou\n\n \n\n40\n\n \n\nHead of Finance\n\nNon-Employee Directors:\n\n \n\n​\n\n \n\n​\n\nVincent Lawton(1)(2)\n\n \n\n76\n\n \n\nChairman of the Board of Directors\n\nRaymond Hill(1)\n\n \n\n80\n\n \n\nDirector\n\nIsaac Manke(2)\n\n \n\n48\n\n \n\nDirector\n\nJake Nunn(2)\n\n \n\n55\n\n \n\nDirector\n\n(1)Member of the Compensation Committee\n\n(2)Member of the Audit Committee\n\nExecutive Officers\n\n**Tim Dyer, Co-Founder, Director and Chief Executive Officer:** Tim Dyer is a seasoned life sciences executive with more than two decades of leadership experience spanning finance, corporate development, and company building. Since co-founding Addex in 2002, Mr. Dyer has been instrumental in driving the Company’s strategic growth and execution. Under his leadership, Addex successfully completed its IPO and Nasdaq listing, established key industry partnerships, and advanced a robust pipeline of allosteric modulators targeting neurological disorders. Mr. Dyer also led the spin-out of Neurosterix from Addex, serving as its CEO/CFO until May 2025. Earlier in his career, he spent ten years with PricewaterhouseCoopers in the United Kingdom and Switzerland as part of the audit and business advisory group, advising multinational clients including investment firms and companies active in the life sciences sector. In addition to his executive responsibilities, Mr. Dyer serves as a Board Director of Addex spin out company, Neurosterix, Chairman of Stalicla SA, a clinical-stage precision medicine company focused on neurodevelopmental disorders, and as a Board Director of Multiwave Technologies AG, an innovator in medical imaging. Mr. Dyer is a UK Chartered Accountant and holds a BSc (Hons) in Biochemistry and Pharmacology from the University of Southampton.\n\n​\n\n67\n\n[Table of Contents](#TOC)\n\n**Roger Mills, Director and Chief Medical Officer:**Dr. Mills brings more than 30 years of biopharmaceutical industry experience at both large global pharmaceutical companies and smaller biotechnology companies, including Acadia Pharmaceuticals, Pfizer, Gilead Sciences, Abbott Laboratories and The Wellcome Foundation, across a spectrum of disease areas. His extensive track record includes managing drug development programs, including IND’s and NDAs as well as post-marketing and OTC products. Most recently, Dr. Mills was with Acadia Pharmaceuticals for nine years, serving as Executive Vice President, Development and Chief Medical Officer. In this role, he oversaw the largest ever international Phase 3 program in Parkinson’s Disease Psychosis and led its NDA submission to the FDA for NUPLAZID, which was subsequently approved and remains the first and only medication approved in this indication. Dr. Mills currently serves as an Honorary Professor at the University of Exeter, UK and is a Fellow of the Faculty of Pharmaceutical Medicine, a faculty of the three Royal Colleges of Physicians of the UK. He is a member of the Board of Directors of Enterin Inc, a US biopharmaceutical company. He received his medical degree from Imperial College, Charing Cross Hospital Medical School, London, United Kingdom.\n\n**Mikhail Kalinichev, Head of Translational Science:**Mr Kalinichev is the head of translational science for the Neurosterix Group and currently serves as the head of translational science under the service agreement between Addex and Neurosterix. In August 2021, Dr. Kalinichev jointed for the second time the Addex team in the role of the Head of Translational Science. Dr. Kalinichev previously spent 4 years in the company in several positions, including Associate Director and Group Leader, Behavioral Neuroscience. Immediately before his second appointment at Addex, Dr. Kalinichev spent 6 years as Director of in vivo neurology at Ipsen, France. In this role, he helped define the neuroscience therapeutic strategy, led operational activities and initiated several industrial and academic collaborations in the area of neuromuscular disorders and pain. Before Ipsen, he was a section head at Lundbeck, Denmark where he helped drive translational studies in schizophrenia, cognitive impairment and pain. His first role in pharmaceutical industry was as a principal scientist at Psychiatry Center of Excellence of GlaxoSmithKline, UK. Dr. Kalinichev’s post-doctoral training was at the Department of Pharmacology, Emory University School of Medicine (USA). Dr. Kalinichev has been awarded several prestigious awards, including the Vernalis Prize of the British Association for Psychopharmacology and the GlaxoSmithKline Exceptional Science Award. He is inventor on several patents and co-authored more than 50 papers. Dr. Kalinichev earned his PhD in behavioural neuroscience at Rutgers University (USA).\n\n**Lénaic Teyssédou, Head of Finance:** Mr. Teyssédou has worked as Head of finance of Addex since 2017 and has extensive experience in the financial management of both private and public companies. Mr. Teyssédou is a French certified public accountant and worked in audit firms where he gained valuable experience related to audit, due diligence, financial regulation and compliance across a diverse client portfolio of startups, small and middle size companies. Mr Teyssédou also holds two master’s degrees in Finance and Management from EM Strasbourg Business School, France.\n\nNon-Employee Directors\n\n**Vincent Lawton, Chairman of the Board of Directors:** Professor Lawton was Vice President Merck Europe and Managing Director of MSD UK until he stepped down in 2006, after 26 years’ service internationally for Merck & Co Inc. He was appointed CBE (Commander of the British Empire) by the Queen of England for services to the Pharmaceutical Industry. During his tenure, MSD UK achieved sustained commercial success, launching many new medicines to the market in a wide range of therapeutic areas, becoming the fastest growing company in the market over a number of years. He worked in commercial, research and senior management roles in France, the US and Canada, Spain and throughout Europe. As President of the UK Industry Association, the ABPI, he negotiated industry pricing, worked with Government bodies to help establish the UK globally as a leading center of clinical research. He served on the board of the UK regulatory authority (MHRA) from 2008 to 2015. He was Senior Strategy Adviser for Imperial College Department of Medicine, University of London and serves as a consultant to a number of leading healthcare organizations. He is also a board member of Neurosterix. He studied Psychology at the University of London and holds an undergraduate degree and PhD.\n\n​\n\n68\n\n[Table of Contents](#TOC)\n\n**Raymond Hill, Director:** Dr. Hill was previously a member of the Board of Directors from the Annual General Meetings of 2008 until 2012. Currently Visiting Professor of Pharmacology at Imperial College in London, Chairman/Non-Executive Director of Avilex (Denmark) and member of the SAB of Neurosterix (Switzerland), an allosteric modulator drug discovery and development company based on the former Addex Technology platform of which Addex owns a 20% equity interest. Dr Hill was previously Chair of SAB Asceneuron (Switzerland) from 2014 to 2021 and was NED of Orexo AB (Sweden) from 2008 to 2019. Prior to his retirement, he was Executive Director, Licensing and External Research at Merck/MSD in Europe (2002-2008); Executive Director, Pharmacology (1990-2002) at the Merck Neuroscience Research Centre and had oversight responsibility for Neuroscience research at the Banyu Research Labs in Tsukuba, Japan (1997-2002). At Merck, he chaired a number of discovery project teams including those responsible for the marketed products Maxalt® and Emend®. Dr. Hill received his academic training (BPharm PhD) at the University of London. He was awarded an Honorary DSc by the University of Bradford in 2004 and was elected to Fellowship of the Academy of Medical Sciences in 2005. He was a lecturer in Pharmacology at the University of Bristol School of Medicine from 1974 to 1983 and supervisor in Pharmacology at Downing College, University of Cambridge from 1983 to 1988. He joined the pharmaceutical industry in 1983 as Head of Biology and founder member of the Park Davis Research Unit at Cambridge. In 1988, he joined SK&F (United Kingdom) as Group Director of Pharmacology and in 1990 moved to Merck. He is a past Council Member of the UK Academy of Medical Sciences and President Emeritus of the British Pharmacological Society. He is a Visiting Professor at the University of Bristol and was a member of the UK Government Advisory Council on the Misuse of Drugs from 2010 to 2019. He continues to serve on the ACMD Working Group on the Medicinal Uses of Cannabis and is a member of the drug misuse WG of Royal Pharmaceutical Society Science Committee.\n\n​\n\n**Isaac Manke, Director:** Dr. Manke has more than 15 years of experience in the life science industry as an investor, research analyst, consultant and scientist. For over 5 years, Dr Manke was a General Partner at Acorn Bioventures, where he focused on investing in small-cap public and private biotechnology companies. Prior to Acorn, Isaac spent 11 years at New Leaf Venture Partners (NLV). In addition to private venture investments, during his time at NLV, he also led the firm’s public investment activities initially with the public portfolio within NLV-II, and from 2014 through 2019, had day-to-day management and oversight responsibility for the NLV Biopharma Opportunities Funds. Dr Manke is a Director of Onkure therapeutics (Nasdaq: OKUR) and Q32 Bio (Nasdaq: QTTB). Isaac has been a board member or observer for several companies, including the boards of True North Therapeutics (acquired by Bioverativ) and Karos Pharmaceuticals (acquired by an undisclosed company). Previously, Isaac was an Associate in the Global Biotechnology Equity Research group at Sanford C. Bernstein. Isaac was also an Associate in the Biotechnology Equity Research group at Deutsche Bank and was a Senior Analyst at Health Advances, a biopharmaceutical and medical device strategy consulting firm. Isaac received a B.A. in Biology and a B.A. in Chemistry at Minnesota State University (Moorhead), and a Ph.D. in Biophysical Chemistry and Molecular Structure at the Massachusetts Institute of Technology, or MIT. Isaac’s discoveries led to several publications in top journals, including Science and Cell, and were selected by Science as one of the “2003: Signaling Breakthroughs of the Year”. These discoveries also resulted in four issued patents.\n\n​\n\n**Jake Nunn, Director:**Mr. Nunn has more than 30 years of experience in the life science industry as an investor, independent director, research analyst and investment banker. He is currently an independent advisor to life science companies and a partner at SR One Capital Management. Mr. Nunn was previously a venture advisor at New Enterprise Associates, or NEA, where he was a partner from 2006 to 2018, focusing on later-stage specialty pharmaceuticals, biotechnology and medical device investments and managing a number of NEA’s public investments in healthcare. Mr. Nunn is a Director of Zenas BioPharma, Inc. (Nasdaq: ZBIO). He previously was a Director of Regulus Therapeutics (acquired by Novartis),Dermira Inc. (acquired by Eli Lilly), Hyperion Therapeutics (acquired by Horizon Pharma PLC), TriVascular (acquired by Endologix), Aciex Therapeutics (acquired by Nicox SA), Transcept Pharmaceuticals (merged with Paratek) and a board observer at Vertiflex, Inc. (acquired by Boston Scientific). Prior to NEA, Mr. Nunn worked at MPM Capital as a Partner with the MPM BioEquities Fund, where he specialized in public, PIPE and mezzanine-stage life sciences investing. Previously, he was a healthcare research analyst and portfolio manager at Franklin Templeton Investments. Mr. Nunn was also an investment banker with Alex. Brown & Sons. He received an MBA from the Stanford Graduate School of Business and an AB in Economics from Dartmouth College. Mr. Nunn holds the Chartered Financial Analyst designation, is a member of the CFA Society of San Francisco, and recently completed the Stanford GSB Directors’ Consortium executive education program.\n\nFamily Relationships\n\nThere are no family relationships among any of our executive officers or directors.\n\n69\n\n[Table of Contents](#TOC)\n\nB.\n\nCompensation of Executive Officers and Directors\n\nBoard of Directors\n\nThe compensation of the non-executive Board members mostly includes variable elements whilst executive Board members are not remunerated as board member. The fixed element comprises a fixed annual monetary compensation per Board term from one general meeting of shareholders to the next. The variable element comprises a monetary compensation based on Board meeting attendance and the fair value of equity incentive units (share options and equity sharing certificates) and represents from 50% to 200% of fixed annual compensation. In 2025, the Company has not granted equity incentive units to the Board members. Social security contributions of the Company are accrued on the fixed and variable elements. Board member social security contributions are accrued on the fair value of equity incentive units. Equity incentive units are granted based on the discretion of the Board of Directors. Equity incentive units are granted to compensate for the dilutive effects of capital raising to ensure Board Members have sufficient unvested equity incentive units in accordance with external benchmarks. The most recent review of compensation for members of the Board took place in November 2025.\n\nExecutive Management\n\nThe compensation of members of the Executive Management consists of fixed and variable elements. The fixed element may include a base salary or a cash retainer paid under a consulting contract. The variable element may include performance-related cash or share based bonuses, consulting fees based on chargeable hours and equity incentive units (equity sharing certificates and share options). Company contributions to pension plans, death and invalidity insurances and social security contributions are accrued on all fixed and variable element compensation that relates to an employment relationship. Company social security contributions are accrued for all shares or equity incentive unit compensation. The amount of the fixed element depends on the position, responsibilities, experience and skills, and takes into account individual performance. The fixed element is reviewed at the end of each year by the Board. Any changes in the fixed elements are made effective in January of the following year. The variable elements are based on individual and company goals. The potential variable cash bonus is determined in the employment contract and in general is a percentage of the base salary. Every year, the Board decides on the total amount of variable elements including the amount of cash and equity incentive units to be granted for the previous year based on the achievement of Company and Individual goals. Equity incentive units are granted based on the discretion of the Board of Directors. Variable cash compensation paid to Executive Managers includes bonus and equity incentive units. During the year 2025, no variable compensation has been paid to Executive Managers. Mr. Dyer is remunerated for his role of Chief Executive Officer since November 1, 2025. Our Chief Medical Officer (“CMO”), spends most of his time acting as Board member, therefore, he is only remunerated as a Board Member.\n\n70\n\n[Table of Contents](#TOC)\n\n**Executive Managers**\n\nExecutive Managers may be rewarded with a cash bonus based on the achievement of the corporate goals. The target bonus depends on the level of responsibility of the respective Executive Managers.\n\nEquity incentive plans\n\nThe purpose of the Group’s share purchase, share option and equity sharing certificate programs (refer to note 14 of the consolidated financial statements) is to provide members of the Board of Directors, Executive Management, employees and certain consultants (together “Staff”) with an opportunity to benefit from the potential appreciation in the value of the Company’s shares, thus providing an increased incentive for participants to contribute to the future success and prosperity of the Group, enhancing the value of the shares for the benefit of the shareholders of the Group and increasing the ability of the Group to attract and retain individuals of exceptional skills. In addition, these plans provide the Group with a mechanism to engage services for non-cash consideration by settling them through a transfer of treasury shares under the share purchase plan based on predefined terms of the consulting contract. The grant of any share option or equity sharing certificate is at the discretion of the Board of Directors. Key factors considered by the Board of Directors in making grants of share options or equity sharing certificates are the amount of shareholder approved conditional capital, the benchmarking with other companies as well as individual performance (for further information on the detail and composition of the benchmark please refer to the paragraph review and approval process above). The strike price is determined by the Board of Directors and is primarily based on the closing price of the Company’s shares on the SIX Swiss Exchange on the grant date. In addition, the Group has implemented a staff retention plan which includes a deferred strike price payment plan (“DSPPP”) encouraging Board Members, Executive Managers and employees to exercise their share options or equity sharing certificates and become shareholders of the Company by allowing deferral of the obligation to pay the strike price on exercise (“Deferred Strike Price Payment Obligations”).\n\nIndirect benefits\n\nThe Company may contribute to the pension plan and maintains certain insurance for death and invalidity for the members of the Executive Management. New entrants may be eligible for reimbursement of relocation costs, compensation for lost benefits or stock granted by a previous employer, international school for children or language courses for a limited time period. No Indirect benefits have been paid to Executive Management in 2025.\n\n**Compensation for the financial year under review**\n\n​\n\nMeasurement basis for compensation\n\nThe measurement basis for each component of compensation is described below:\n\n●Fixed cash compensation, variable cash compensation and shares acquired under the share purchase plan: accrual basis;\n\n●Equity incentive units: fair value at the grant date in accordance with IFRS 2 valuation methodology; and\n\n●Employers’ social security: accrual basis except for equity incentive units where the notional amount is calculated based on the fair value at grant date.\n\n​\n\n71\n\n[Table of Contents](#TOC)\n\nCompensation of the Board of Directors in 2025 and 2024\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n​\n\n  ​ ​ ​\n\n**Variable compensation**\n\n​\n\n​\n\n​\n\n​\n\n**Fixed**\n\n​\n\n​\n\n​\n\n**number of**\n\n​\n\n**value of**\n\n​\n\n​\n\n**2025**\n\n​\n\n**cash**\n\n​\n\n**cash**\n\n​\n\n**equity**\n\n​\n\n**equity**\n\n​\n\n**Total**\n\n**CHF**\n\n  ​ ​ ​\n\n**compensation**\n\n  ​ ​ ​\n\n**attendance**\n\n  ​ ​ ​\n\n**incentive units (1)**\n\n  ​ ​ ​\n\n**incentive units (1)**\n\n  ​ ​ ​\n\n**2025**\n\nVincent Lawton, chairman\n\n​\n\n29,015\n\n​\n\n29,015\n\n \n\n—\n\n \n\n—\n\n** **\n\n**58,030**\n\nRaymond Hill, member\n\n​\n\n18,017\n\n​\n\n18,017\n\n \n\n—\n\n \n\n—\n\n** **\n\n**36,034**\n\nTim Dyer, member\n\n​\n\n—\n\n​\n\n—\n\n \n\n—\n\n \n\n—\n\n** **\n\n**—**\n\nRoger Mills, member(2)\n\n​\n\n12,825\n\n​\n\n12,825\n\n \n\n—\n\n \n\n—\n\n** **\n\n**25,650**\n\nJake Nunn, member\n\n​\n\n16,355\n\n​\n\n16,355\n\n \n\n—\n\n \n\n—\n\n** **\n\n**32,710**\n\nIsaac Manke, member\n\n​\n\n16,355\n\n​\n\n16,355\n\n \n\n—\n\n \n\n—\n\n** **\n\n**32,710**\n\n**Total**\n\n​\n\n**92,567**\n\n​\n\n**92,567**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**185,134**\n\n(1)In 2025, the Company has not granted any equity incentive units (Refer to note 14 of the consolidated financial statements included in this Annual Report on Form 20-F).Equity incentive units include share options granted during the year under the Company’s share option plan (Refer to note 14 of the consolidated financial statements included in this Annual Report on Form 20-F).\n\n(2)Roger Mills has only been remunerated as Board Member in 2025 as he spent most of his time acting as Board Member and not as Chief Medical Officer.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**Variable compensation**\n\n​\n\n​\n\n​\n\n​\n\n**Fixed**\n\n​\n\n​\n\n​\n\n**number of**\n\n​\n\n**value of**\n\n​\n\n​\n\n**2024**\n\n​\n\n**cash**\n\n​\n\n**cash**\n\n​\n\n**equity**\n\n​\n\n**equity**\n\n​\n\n​\n\n**CHF**\n\n**  ​ ​ ​**\n\n**compensation**\n\n**  ​ ​ ​**\n\n**attendance**\n\n**  ​ ​ ​**\n\n**incentive units (1)**\n\n**  ​ ​ ​**\n\n**incentive units (2)**\n\n**  ​ ​ ​**\n\n**Total 2024**\n\nVincent Lawton, chairman\n\n \n\n29,022\n\n​\n\n29,022\n\n \n\n501,598\n\n \n\n18,813\n\n** **\n\n**76,857**\n\nRaymond Hill, member\n\n \n\n18,018\n\n​\n\n18,018\n\n \n\n273,107\n\n \n\n10,243\n\n** **\n\n**46,279**\n\nTim Dyer, member\n\n \n\n—\n\n​\n\n—\n\n \n\n—\n\n \n\n—\n\n** **\n\n**—**\n\nRoger Mills, member(3)\n\n \n\n12,937\n\n​\n\n12,937\n\n \n\n50,000\n\n \n\n1,875\n\n** **\n\n**27,749**\n\nJake Nunn, member\n\n \n\n16,361\n\n​\n\n16,361\n\n \n\n50,000\n\n \n\n1,875\n\n** **\n\n**34,597**\n\nIsaac Manke, member\n\n \n\n16,361\n\n​\n\n16,361\n\n \n\n50,000\n\n \n\n1,875\n\n** **\n\n**34,597**\n\n**Total**\n\n** **\n\n**92,699**\n\n​\n\n**92,699**\n\n** **\n\n**924,705**\n\n** **\n\n**34,681**\n\n** **\n\n**220,079**\n\n(1)Equity incentive units include share options granted during the year under the Company’s share option plan (refer to note 14 of the consolidated financial statements included in this Annual Report on Form 20-F).\n\n(2)The value of the equity incentive units include the fair value of the share options granted during the year under the Company’s share option plan (Refer to note 14 of the consolidated financial statements included in this Annual Report on Form 20-F).\n\n(3)Roger Mills has only been remunerated as Board Member in 2024 as he spent most of his time acting as Board Member and not as Chief Medical Officer.\n\n​\n\n**Deferred Strike Price Payment Obligations of the Board of Directors:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December **\n\n​\n\n**December **\n\n**CHF**\n\n**  ​ ​ ​**\n\n**31, 2024**\n\n**  ​ ​ ​**\n\n**31, 2024**\n\nVincent Lawton, chairman\n\n \n\n235,219\n\n \n\n235,219\n\nRaymond Hill, member\n\n \n\n128,106\n\n \n\n128,106\n\nTim Dyer, member\n\n \n\n—\n\n \n\n—\n\nRoger Mills, member\n\n \n\n46,719\n\n \n\n46,719\n\nJake Nunn, member\n\n \n\n20,598\n\n \n\n20,598\n\nIsaac Manke, member\n\n \n\n20,598\n\n \n\n20,598\n\n**Total (1)**\n\n** **\n\n**451,239**\n\n** **\n\n**451,239**\n\n(1)\n\nThe amounts reported in this table correspond to the amounts owed by members of the Board of Directors in relation to Deferred Strike Price Payment Obligations (see note 14 of the consolidated financial statements included in this Annual Report on Form 20-F), which may be assimilated to loans to be disclosed in this Compensation report within the meaning of the Swiss Code of Obligations.\n\n​\n\n72\n\n[Table of Contents](#TOC)\n\nCompensation to the Executive Management in 2025 and 2024\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**Variable compensation**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n**number of**\n\n​\n\n**value of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**equity**\n\n​\n\n**equity**\n\n​\n\n​\n\n**2025**\n\n​\n\n**Cash**\n\n​\n\n​\n\n​\n\n**incentive**\n\n​\n\n**incentive**\n\n​\n\n**Total**\n\n**CHF**\n\n**  ​ ​ ​**\n\n**compensation**\n\n**  ​ ​ ​**\n\n**Cash (1)**\n\n**  ​ ​ ​**\n\n**units (2)**\n\n**  ​ ​ ​**\n\n**units (2)**\n\n**  ​ ​ ​**\n\n**2025**\n\n**Total Executive Management**(1)\n\n​\n\n**289,433**\n\n** **\n\n**289,433**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n​\n\n**289,433**\n\n(1)\n\nTwo Executive Managers have been paid for their role role in Addex Therapeutics in 2025. The highest paid member of the Executive Management was Lénaïc Teyssédou for his role of Head of Finance and received a fixed cash compensation of CHF 206,196. Tim Dyer was remunerated for his role of Chief Executive Officer since November 1, 2025.\n\n(2)\n\nNo variable compensation and/or equity incentive units were granted in 2025.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Variable compensation**\n\n**  ​ ​ ​**\n\n**  ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n**number of**\n\n​\n\n**value of**\n\n​\n\n​\n\n​\n\n​\n\n**Fixed**\n\n​\n\n​\n\n​\n\n**equity**\n\n​\n\n**equity**\n\n​\n\n​\n\n**2024**\n\n​\n\n**cash**\n\n​\n\n​\n\n​\n\n**incentive**\n\n​\n\n**incentive**\n\n​\n\n**Total**\n\n**CHF**\n\n**  ​ ​ ​**\n\n**compensation**\n\n**  ​ ​ ​**\n\n**Cash (2)**\n\n**  ​ ​ ​**\n\n**units (3)**\n\n**  ​ ​ ​**\n\n**units (4)**\n\n**  ​ ​ ​**\n\n**2024**\n\n**Total Executive Management**(1)\n\n** **\n\n**478,105**\n\n** **\n\n**343,840**\n\n** **\n\n**4,920,964**\n\n** **\n\n**192,377**\n\n** **\n\n**1,014,322**\n\n(1)On April 2, 2024, the Group transferred a part of its business to Neurosterix Group (see note 22 of the consolidated financial statements included in this Annual Report on Form 20-F). As part of this transaction, all the Executive Managers have been transferred to Neurosterix Group and a service agreement was concluded between Addex Pharma SA and Neurosterix Pharma Sàrl allowing our CEO, Mr. Tim Dyer, and our Head of Translational Science, Mr Mikhail Kalinichev, to continue to work for Addex at zero cost for the Group. Mr Teyssédou Lénaïc has been promoted as Executive Manager on April 2, 2024. In 2024, the highest paid member of the Executive Management remained our CEO, Mr. Tim Dyer, who received CHF 115,698 of fixed cash compensation, CHF 168,000 of variable cash compensation and 3,369,796 equity incentive units from January 1, 2024 to April 2, 2024. The fair value of equity incentive units including accrued social charges amounted to CHF 133,089 (see note 14 of the consolidated financial statements included in this Annual Report on Form 20-F).\n\n(2)Variable compensation in cash relates to bonuses paid to Executive Managers.\n\n(3)Equity incentive units include share options granted during the year under the Company’s share option plan.\n\n(4)The value of equity incentive units relates to the fair value of share options granted during the year under the Company’s share option plan (Refer to note 15 of the consolidated financial statements).\n\n**Deferred Strike Price Payment Obligations of the Executive Management:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, **\n\n**  ​ ​ ​**\n\n**December 31, **\n\n**CHF**\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n**Total Executive Management**(1)\n\n** **\n\n**1,552,872**\n\n** **\n\n**1,552,872**\n\n(1)The amounts reported in this table correspond to the amounts owed by Executive Managers at balance sheet date in relation to Deferred Strike Price Payment Obligations (see note 14 of the consolidated financial statements included in this Annual Report on Form 20-F), which may be assimilated to loans to be disclosed in this Compensation Report within the meaning of the Swiss Code of Obligations. The highest Deferred Strike Price Payment Obligation was attributable to our CEO Tim Dyer and amounted to CHF 1,524,093 as of December 31, 2025 and December 31, 2024.\n\n​\n\n**Addex’s shares held by members of the Board of Directors and Executive Management**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\n​\n\n**Number of Addex’s**\n\n​\n\n**Number of Addex’s**\n\n​\n\n​\n\n**Shares**\n\n​\n\n**Shares**\n\nTim Dyer\n\n \n\n16,848,979\n\n \n\n16,848,979\n\nVincent Lawton\n\n \n\n2,507,987\n\n \n\n2,507,987\n\nRaymond Hill\n\n \n\n1,365,532\n\n \n\n1,365,532\n\nRoger Mills\n\n \n\n785,976\n\n \n\n785,976\n\nMikhail Kalinichev\n\n \n\n306,765\n\n \n\n306,765\n\nJake Nunn\n\n \n\n219,561\n\n \n\n219,561\n\nIsaac Manke\n\n \n\n219,561\n\n \n\n219,561\n\n**Total**\n\n** **\n\n**22,254,361**\n\n** **\n\n**22,254,361**\n\n​\n\n73\n\n[Table of Contents](#TOC)\n\n**Addex’ share options held by Members of the Board and Executive Management**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of**\n\n​\n\n**Number of**\n\n​\n\n**Total number of**\n\n​\n\n**  ​ ​ ​**\n\n**vested equity**\n\n**  ​ ​ ​**\n\n**unvested equity**\n\n**  ​ ​ ​**\n\n**equity incentive**\n\n**December 31, 2025**\n\n​\n\n**incentive units**\n\n​\n\n**incentive units**\n\n​\n\n**units**\n\nTim Dyer, Chief Executive Officer (1)\n\n​\n\n3,369,796\n\n​\n\n—\n\n​\n\n3,369,796\n\nLénaïc Teyssédou, Head of Finance (2)\n\n​\n\n442,533\n\n​\n\n160,375\n\n​\n\n602,908\n\nVincent Lawton, Chairman (3)\n\n​\n\n229,899\n\n​\n\n271,699\n\n​\n\n501,598\n\nRaymond Hill (4)\n\n​\n\n125,174\n\n​\n\n147,933\n\n​\n\n273,107\n\nMikhail Kalinichev, Head of translational science (5)\n\n​\n\n200,000\n\n​\n\n—\n\n​\n\n200,000\n\nRoger Mills, Chief Medical Officer (6)\n\n​\n\n22,917\n\n​\n\n27,083\n\n​\n\n50,000\n\nJake Nunn (6)\n\n​\n\n22,917\n\n​\n\n27,083\n\n​\n\n50,000\n\nIsaac Manke (6)\n\n​\n\n22,917\n\n​\n\n27,083\n\n​\n\n50,000\n\n**Total**\n\n​\n\n**4,436,153**\n\n​\n\n**661,256**\n\n​\n\n**5,097,409**\n\n(1)Consist of 3,369,769 options granted on January 8, 2024, exercisable at CHF 0.05 ($0.06) per option and expiring on January 7, 2034. The options initially vested on monthly installments over a 4-year period and were subsequently subject to accelerated vested on April 2, 2024, in accordance with IFRS Standards. As of December 31, 2025 1,755,102 vested options were subject to exercise restrictions. All U.S dollars amounts indicated in this footnote and the following ones, are based on an exchange rate of $1.2824 per CHF 1.00 as of May 6, 2026.\n\n(2)Consist of 602,908 options vesting on monthly installments over a 4-year period including (i) 37,770 options granted on January 1, 2018, exercisable at CHF 0.13 ($ 0.16) per option, expiring on December 31, 2027 (ii) 59,530 options granted on June 1, 2028, exercisable at CHF 0.13 ($0.16) per option, and expiring on May 31, 2028 (iii) 10,000 options granted on April 1, 2020 exercisable at price of CHF 0.13 ($0.16) per option, and expiring on March 31, 2030 (iv) 30,000 options granted on May 17, 2021 exercisable at CHF 0.13 ($0.16), expiring on May 16, 2031 (v) 65,620 options granted on April 12, 2022 exercisable at CHF 0.13 ($0.16) per option, and expiring on April 11, 2032 (vi) 90,529 options granted on May 10, 2022, exercisable at CHF 0.13 ($0.16) per option, and expiring on April 10, 2022 (vii) 208,974 options granted on May 12, 2023, exercisable at CHF 0.048 ($0.06) per option, and expiring on May 11, 2033 (viii) 100,485 options granted on January 8, 2024, exercisable at CHF 0.05 ($0.06) per option, and expiring on January 7, 2034.\n\n(3)Consist of 501,598 options granted on January 8, 2024, exercisable at CHF 0.05 ($0.06) per option, and expiring on January 7, 2034. The options vest on monthly installments over a 4-year period.\n\n(4)Consist of 273,107 options granted on January 8, 2024, exercisable at CHF 0.05 ($0.06) per option, and expiring on January 7, 2034. The options vest on monthly installments over a 4-year period.\n\n(5)Consist of 200,000 options granted on January 8, 2024, exercisable at CHF 0.05 ($0.06) per option, and expiring on January 7, 2034. The options initially vested on monthly installments over a 4-year period and were subsequently subject to accelerated vested on April 2, 2024, in accordance with IFRS standards. As of December 31, 2025, 104,167 vested options were subject to exercise restrictions.\n\n(6)Consist of 50,000 options granted on January 8, 2024, exercisable at CHF 0.05 ($0.06) per option, and expiring on January 7, 2034. The options vest on monthly installments over a 4-year period.\n\n​\n\nC.\n\nBoard Practices.\n\nComposition of our Board of Directors\n\nOur board of directors is currently composed of six members. As a foreign private issuer, under the listing requirements and rules of Nasdaq, we are not required to have independent directors on our board of directors, except that our audit committee is required to consist fully of independent directors. However, our board of directors has determined that Vincent Lawton, Jake Nunn and Isaac Manke do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under Nasdaq rules. There are no family relationships among any of our directors or senior management.\n\n​\n\n74\n\n[Table of Contents](#TOC)\n\nCommittees of our Board of Directors\n\nThe audit committee, which consists of Vincent Lawton, Isaac Manke and Jake Nunn, assists the board of directors in overseeing our accounting and financial reporting processes. Vincent Lawton serves as chairman of the audit committee. The audit committee consists exclusively of members of our board who are financially literate, and Jake Nunn is considered an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Our board of directors has determined that Vincent Lawton, Isaac Manke and Jake Nunn are independent directors under Nasdaq listing rules and under Rule 10A-3 under the Exchange Act. The audit committee is governed by a charter that complies with Nasdaq rules. The audit committee’s responsibilities include:\n\n●to review and assess the effectiveness of the statutory auditors and the group auditors, in particular their independence from Addex. In connection therewith, it reviews in particular additional assignments given by the Company or its subsidiaries. It may issue binding regulations or directives in connection with such additional assignments;\n\n●to review and assess the scope and plan of the audit, the examination process and the results of the audit and to examine whether the recommendations issued by the auditors have been implemented by management;\n\n●to review the auditors’ reports, to discuss their contents with the auditors and with the management;\n\n●to approve the terms and conditions of the engagement of the auditors;\n\n●to review the effectiveness of the internal audit function, its professional qualifications, resources and independence and its cooperation with external audit;\n\n●to approve the annual internal audit concept and the annual internal audit report, including the responses of the management thereto\n\n●to assess the risk assessment established by the management and the proposed measures to reduce risks;\n\n●to assess the state of compliance with norms within Addex;\n\n●to review in cooperation with the auditors, the CEO and Head of Finance whether the accounting principles and the financial control mechanism of Addex and its subsidiaries are appropriate in view of our size and complexity;\n\n●to review the annual and interim statutory and consolidated financial statements intended for publication. It should discuss these with the CEO and the Head of Finance and, separately, with the head of external audit;\n\n●to make a proposal to the Board with respect to these annual and interim statutory and consolidated financial statements; and\n\n●the responsibility for approving the annual financial statements remains with the Board.\n\nCompensation Committee\n\nThe compensation committee, which consists of Vincent Lawton and Raymond Hill, advises the board in determining executive compensation. The compensation committee’s responsibilities include:\n\n●to review and assess on a regular basis the remuneration system of Addex (including the management incentive plans) and to make proposals in connection thereto to the Board;\n\n●to recommend the terms of employment, in particular the remuneration package, of the CEO and to make proposals in relation to the remuneration of Directors;\n\n●to recommend upon proposal of the CEO the terms of employment, in particular the remuneration package, of employees reporting directly to the CEO as well as review matters related to the compensation of other top managers, as well as the general employee compensation, benefit policies and HR practices of Addex; and\n\n75\n\n[Table of Contents](#TOC)\n\n●to make recommendations on the grant of options or other securities under any management incentive plan of Addex.\n\nD.\n\nEmployees.\n\nWe had 3 full-time employees as of December 31, 2025 compared to 2 at December 31, 2024. Our average headcount was 2 in 2025 as most of our employees have been transferred to Neurosterix Group on April 2, 2024 (compared to an average headcount of 7 in 2024). In addition to our employees, we engaged a number of consultants and service providers to complement our internal resources.\n\nE.\n\nShare Ownership.\n\nFor information regarding the share ownership of our directors and executive officers, see “Item 6.B—Compensation” and “Item 7.A—Major Shareholders.”\n\nF.**Disclosure of a registrant’s action to recover erroneously awarded compensation**\n\nNot applicable."}