📄 What This Document Is 📜

This is a Definitive Proxy Statement (Form DEF 14A) for Shuttle Pharmaceuticals Holdings, Inc. It's essentially a detailed packet of documents that comes to shareholders before an Annual Meeting. Its primary purpose is to educate shareholders on who the company is, who is running it, and what major decisions the Board of Directors wants the shareholders to approve.

👉 Why it matters: Shareholders read this document to vote on corporate governance issues, such as electing directors, approving auditor appointments, and making major structural changes—like altering the company’s stock structure.

🏢 Shuttle Pharma: Company Overview 🧬

Shuttle Pharmaceuticals Holdings, Inc. is a pharmaceutical company. While the proxy statement doesn't detail its clinical pipeline or drug strategy, it establishes that the company is publicly traded on the Nasdaq Capital Market under the ticker "SHPH."

👉 In simple terms: The company structure and governance are the main focus here. The recent addition of Christopher Cooper as Interim Chief Executive Officer (appointed on March 30, 2025) is intended to enhance the company’s fundraising capabilities and strengthen its business oversight for funding clinical trials.

📅 Meeting Details and Election Timeline 🗓️

The annual meeting of stockholders is scheduled for Thursday, May 21, 2026, at 12:00 P.M. ET. The records for voting are locked in on the Record Date of March 25, 2026.

👉 How to participate: The meeting will be held entirely virtually via the internet at www.virtualshareholdermeeting.com/SHPH2026. Shareholders can vote online, by telephone, or by mail using the materials mailed out on or about April 20, 2026.

👥 Board Governance and Leadership Structure 💡

The document provides deep background on the company's board, outlining its structure and committee responsibilities. The Board is structured around three standing committees: the Audit Committee, the Compensation Committee, and the Nominating & Corporate Governance Committee.

• Audit Committee: This committee, chaired by George Scorsis and consisting of Angel Liriano and Oleh Nabyt, is responsible for overseeing the integrity of financial reporting and the external audit process.
• Compensation Committee: Chaired by Angel Liriano (with George Scorsis and Oleh Nabyt as members), this committee handles all compensation practices for the executive management team.
• Nominating & Corporate Governance Committee: Chaired by Oleh Nabyt (with George Scorsis and Angel Liriano as members), this committee guides the Board’s composition, procedure, and effectiveness.

👉 Team insight: Christopher Cooper, the Interim CEO, has over 27 years of experience in management and finance, spanning the oil and gas, telecommunications, and technology sectors, bringing specialized financial and capital markets expertise.

💰 Vote 1: Electing the Board of Directors 🗳️

This proposal asks shareholders to vote for the election of five directors. These individuals will serve until the 2027 Annual Meeting (or until their successors are elected).

• The nominees are: Christopher Cooper, Adam Chambers, George Scorsis, Oleh Nabyt, and Angel Liriano.
• Recommendation: The Board recommends voting "FOR" each of the nominees.
• What it means: The Board believes that this group of directors brings a diverse range of experiences necessary for strong corporate leadership.

📊 Vote 2: Ratifying the Independent Auditor 🔎

Shareholders are asked to vote to approve the appointment of Forvis Mazars, LLP as the company's independent auditor for the fiscal year ending December 31, 2026.

• Governance: Although not required by governing documents, the Audit Committee and Board recommend this vote as it is consistent with corporate best practices.
• Audit Fees: Forvis Mazars, LLP charged the company $714,561 for audit services in 2025, which is an increase from the $676,081 paid in 2024.
• 👉 Why it matters: Approving the auditor is critical because this firm is responsible for giving the company's financial statements their official stamp of approval.

💸 Vote 3: Executive Compensation (“Say on Pay”) 📈

This proposal gives shareholders a chance to vote, on an advisory (non-binding) basis, regarding the total compensation paid to the company's Named Executive Officers (NEOs).

• Board Recommendation: The Board recommends voting "FOR," stating they believe the existing compensation structure is fair and serves the best interests of both the executives and the stockholders.
• Compensation Highlights (Summary): The most recently reported annual compensation totals (for the year ended December 31, 2025) were:
  • Christopher Cooper (CEO): $193,549 (Salary only)
  • Anatoly Dritschilo (M.D., former CEO): $334,166 (Total Compensation)
  • Timothy J. Lorber (former CFO): $273,210 (Total Compensation)
• 👉 Advisory Nature: While this vote is non-binding, the Compensation Committee will definitely take the result of the vote into consideration when deciding future compensation packages.

🚀 Vote 4: The Reverse Stock Split Authorization 💹

This is one of the most significant proposals. Shareholders are asked to authorize the Board to amend the corporate charter to allow for a Reverse Stock Split of common stock.

• The Proposed Range: The split can be applied at a cumulative ratio between 1-for-2 and 1-for-150.
• The Flexibility: The Board seeks this wide range so that it can conduct not only the initial split but also a further reverse stock split later if "needed."
• Board Rationale (Key Quote): The Board strongly recommends this proposal, noting, "We are seeking this flexibility to assist the Company in weathering the current uncertain market conditions. We believe that conducting the Reverse Stock Split, and then having additional availability to conduct a further reverse stock split if needed, is in the best interest of the Company and its stockholders."
• 👉 Why it matters: A reverse stock split (where multiple shares become one share) is often used to make the per-share price look higher, helping the company maintain compliance with listing rules (like Nasdaq) and appealing to certain institutional investors.

🏗️ Vote 5: Approving Adjournment ⏳

The fifth proposal is simply to approve the adjournment of the Annual Meeting if necessary or appropriate. This is standard protocol to ensure that if there are insufficient votes on any other proposal, the Board has the power to hold further votes.

🏦 Related Party Transactions and Debt Activity 💼

The proxy statement details several financial dealings involving current and former officers, which are classified as "Related Party Transactions."

• Promissory Note (Former Officer): On September 4, 2024, the Company issued a $250,000 promissory note. This note accrues interest at 12% per annum.
  • Tracking the debt: The principal balance was $190,270 as of December 31, 2024, and $0 as of December 31, 2025. The Company paid interest of $9,640 in 2024 and $8,730 in 2025.
• Convertible Notes (Former CEO): On October 14, 2024, a senior secured convertible note of $250,000 was issued to former CEO Dr. Dritschilo.
  • Key Terms: This note accrued interest at 14.5% per annum. It was converted to 39,216 shares of common stock in October 2025, meaning the outstanding principal and interest balances were zero as of December 31, 2025.
• Loan to Company (Former CEO): On March 5, 2025, Dr. Anatoly Dritschilo loaned the company $75,000 (with 14% interest). This loan was repaid in full on March 25, 2026.

📜 Key Financial & Compliance Details 🗂️

The document reveals several important procedural and ownership facts that govern the company's operations.

• Internal Controls: The Audit Committee is explicitly tasked with overseeing the Company’s internal controls and ensuring the quality and integrity of financial statements, requiring annual review and discussion with the independent auditor.
• Ownership: As of April 10, 2026, there were 5,591,290 shares of common stock outstanding.
  • The largest beneficial owner identified was 1542770 BC LTD., owning 320,496 shares, representing 5.7% of the stock.
• Compliance Issue: The filing noted that there were several instances of Delinquent Section 16(a) Reports among key directors and officers (including Angel Liriano, Oleh Nabyt, and Joseph Tung), indicating delayed filings regarding ownership and transactions.
• Confidentiality: The Company maintains a detailed Insider Trading Policy and requires all "Covered Persons" to operate within blackout periods, requiring pre-clearance for all trades.

📞 Contacts and Key Dates 🔗

For shareholders, the most important dates and contact information are consolidated here:

• Annual Meeting Date: Thursday, May 21, 2026, at 12:00 P.M. ET.
• Record Date: March 25, 2026.
• Website for Voting: www.virtualshareholdermeeting.com/SHPH2026
• Proxy Materials Mailed: On or about April 20, 2026.
• Physical Address (Stockholder List Review): 401 Professional Drive, Suite 260, Gaithersburg, MD 20879.

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🧠 The Analogy

🗳️ Think of the Annual Meeting like a Town Council Vote. The Proxy Statement is the booklet of proposed laws and budget changes. Before you cast your vote, the booklet explains: who the candidates are (directors), which experts are hired (auditors), how much the mayor and city staff are paid (executive compensation), and if the town needs to fundamentally change its legal structure (the reverse stock split). The board is essentially asking for your permission to proceed with all these big changes.

🧩 Final Takeaway

The core message is that the Board is seeking shareholder approval for several governance items, but the most critical structural request is the Reverse Stock Split (up to a 1-for-150 ratio), which is highly recommended by the Board as a measure to maintain listing compliance and flexibility during uncertain market conditions.