DEF 14A of Definium Therapeutics, Inc., Apr 23, 2025

DEF 14A of Definium Therapeutics, Inc.

Filed Apr 23, 2025 · FY20240001104659-25-038010

Open on EDGAR

  1. Nominees for Director

    Nominees for Director The names of the nominees for directors and certain information about each individual as of April 23, 2025 unless noted otherwise, are set forth below:

  2. Nominees for Director

    | Name | Position(s) and Committee Membership on MindMed Board | Current Position and Summary of Relevant Experience | Director Since | Age | Independent | | Carol A. Vallone | Board Chair, member of Compensation Committee and Audit Committee | • Chair of the board of trustees of McLean Hospital (affiliate of Harvard Medical School) • Member of the board of trustees of Mass General Brigham • Chair of the board of directors of RiaHealth and CrowdComfort • Board member of Bain Capital double impact portfolio company, Arosa; and Hightop Health • Former board member of Cresco Labs, Inc. • Industry Advisor for Berkshire Partners and Advisory Board member for Longitude Capital | 2021 | 68 | Yes | | Andreas Krebs | Vice Board Chair, member of Nominating and Corporate Governance Committee and Audit Committee | • Former President and Executive board member of Wyeth Corporation • Heads family-owned investment company, Longfield Invest GmbH • Board member of AHW GmbH • Former board member of IDT Biopharma • Industry advisor for Nordic Capital | 2021 | 67 | Yes |

  3. Nominees for Director

    | Name | Position(s) and Committee Membership on MindMed Board | Current Position and Summary of Relevant Experience | Director Since | Age | Independent | | Dr. Suzanne Bruhn | Chair of Compensation Committee and member of Nominating and Corporate Governance Committee | • Chief Executive Officer of the Charcot-Marie-Tooth Association (CMTA) • Board member of Pliant Therapeutics, Inc., Travere Therapeutics, Inc. and Vigil Neuroscience, Inc. | 2022 | 61 | Yes | | Dr. Roger Crystal | Chair of Nominating and Corporate Governance Committee and member of Compensation Committee | • Former President, Chief Executive Officer and board member of Opiant Pharmaceuticals, Inc. • Lead inventor of NARCAN Nasal Spray | 2022 | 48 | Yes | | David Gryska | Chair of Audit Committee and Audit Committee Financial Expert | • Former Chief Financial Officer of Incyte Corporation and Celgene Corporation • Member of the board and the audit committee of Forte Biosciences, Inc. | 2023 | 69 | Yes | | Robert Barrow | Chief Executive Officer | • Former Chief Development Officer of MindMed • Former Director of Drug Development & Discovery at Usona Institute and former Chief Operating Officer and Director of Olatec Therapeutics LLC • Pharmaceutical executive and clinical pharmacologist with over a decade of experience leading drug development programs in a variety of disease areas | 2021 | 36 | No |

  4. Nominees for Director

    As further described in “Proposal No. 1 — Election of Directors,” we believe that (i) Ms. Vallone’s financial and executive expertise, leadership and governance experience on several psychiatric services and healthcare industry boards make her qualified to serve on our Board, (ii) Mr. Krebs’ financial background, executive leadership, including his tenure as President of a major pharmaceutical corporation, and investment experience make him qualified to serve on our Board, (iii) Dr. Bruhn’s life sciences executive and public company governance experience and her industry knowledge make her qualified to serve on our Board, (iv) Dr. Crystal’s extensive experience as a pharmaceutical executive and a medical doctor makes him qualified to serve on our Board, (v) Mr. Gryska’s experience as a senior financial executive at several life sciences and biotechnology companies makes him qualified to serve on our Board and (vi) Mr. Barrow’s deep knowledge of the Company and industry experience make him qualified to serve on our Board.

  5. Executive Compensation Highlights

    | What We Do | What We Don’t Do | | • Emphasize “at-risk” compensation and long-term equity incentives | • No “single trigger” change in control cash payments | | • Tie performance bonus-based cash opportunities to defined corporate objectives and formally cap payouts | • No substantially enhanced benefits or perquisites that are not available to all employees | | • Maintain “Clawback” policy to recover erroneously awarded incentive-based compensation received by current or former executive officers | • No guaranteed bonuses or base salary increases |

  6. Executive Compensation Highlights

    | What We Do | What We Don’t Do | | • Seek and value shareholder feedback on compensation practices | • No tax “gross-ups” on severance or change in control payments | | • Retain an independent compensation consultant | | | • Prohibit hedging or pledging of our common shares | | | • Enter into executive employment agreements and set executive compensation (including salary, bonus target and long-term incentive compensation) based on industry data from a comparable set of peer companies | |

  7. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  8. Nominees for Election

    Nominees for Election The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director nominee that led the Board, based on the recommendation of the Nominating and Corporate Governance Committee, to nominate that nominee for continued service on the Board.

  9. Nominees for Election

    | Name, Province or State and Country of Residence | Age(1) | Date Appointed to the Board | Principal Occupation During the Past 5 Years | | Carol A. Vallone(2)(3)(5) Massachusetts, USA | 68 | September 29, 2021 | Chair of the Board of the Company Chair of the board of trustees of McLean Hospital (affiliate of Harvard Medical School) Member of the board of trustees and finance committee for Mass General Brigham, an integrated healthcare system Former member of the board, member of the compensation committee member and member of the executive committee of Cresco Labs, Inc. Member of the Board of Bain Capital Double Impact portfolio company, Arosa; and member of the board of HighTop Health Chair of the board of SV Health Investors’ portfolio company, Ria Health; and board chair of CrowdComfort Industry advisor for Berkshire Partners and advisory board member for Longitude Capital | | Andreas Krebs(3)(4)(5) Rheinland, Germany | 67 | September 29, 2021 | Vice Chair of the Board of the Company Former President and Executive board member of Wyeth Corporation Heads family-owned investment company, Longfield Invest GmbH Member of the board of AHW GmbH Former member of the board of IDT Biopharma Industry advisor for Nordic Capital | | Dr. Suzanne Bruhn(2)(4)(5) New Hampshire, USA | 61 | August 11, 2022 | Member of the Board of the Company Chief Executive Officer of the Charcot-Marie-Tooth Association (CMTA) Member of boards of directors of Pliant Therapeutics, Inc., Travere Therapeutics, Inc. and Vigil Neuroscience, Inc. | | Dr. Roger Crystal(2)(4)(5) California, USA | 48 | August 11, 2022 | Member of the Board of the Company Former President, Chief Executive Officer and member of the board of Opiant Pharmaceuticals, Inc. |

  10. Nominees for Election

    | Name, Province or State and Country of Residence | Age(1) | Date Appointed to the Board | Principal Occupation During the Past 5 Years | | David Gryska(3)(5) North Carolina, USA | 69 | June 21, 2023 | Member of the Board of the Company Former Executive Vice President and Chief Financial Officer of Incyte Corporation Former Chief Financial Officer of Celgene Corporation Former member of the boards of directors of GW Pharmaceuticals plc, Aerie Pharmaceuticals Inc. and Seagen Inc. Member of the board of directors and audit committee of Forte Biosciences, Inc. | | Robert Barrow(5) Wisconsin, USA | 36 | December 13, 2021 | Chief Executive Officer and member of the Board of the Company Former Director of Drug Development & Discovery of Usona Institute Former Chief Operating Officer and Director of Olatec Therapeutics LLC |

  11. Nominees for Election

    As of April 23, 2025. (2) Member of the Compensation Committee. Dr. Suzanne Bruhn is the Chair of the Compensation Committee. (3) Member of the Audit Committee. David Gryska is the Chair of the Audit Committee. (4) Member of the Nominating and Corporate Governance Committee. Dr. Roger Crystal is the Chair of the Nominating and Corporate Governance Committee. (5) See “Security Ownership of Certain Beneficial Owners and Management” for information about the common shares beneficially owned by each of our directors. Carol A. Vallone has served as a director of the Company since September 2021 and Chair of the Board since December 2021. Ms. Vallone has served as a Trustee at McLean Hospital, the US News & World Report #1 psychiatric hospital in the nation, and the largest psychiatric affiliate of Harvard Medical School, since June 2007 and has served as Chair of the Board of Trustees at McLean Hospital since March 2018. She also serves on the board of trustees of Mass General Brigham, an integrated healthcare system, since July 2022 and on the finance committee at Mass General Brigham since March 2018. Additionally, Ms. Vallone has served as a board member for a Bain Capital Double Impact portfolio company, Arosa, since June 2019, and as a board member for HighTop Health since September 2023. She has been Chair of the Board of Ria Health, a SV Health Investors portfolio company since June 2022, and Chair of the Board of CrowdComfort since September 2023. In addition, Ms. Vallone served as a board member for the publicly traded cannabis and medical marijuana company Cresco Labs (CSE: CL) from July 2020 until July 2024. She is an Industry Advisor for the investment firm, Berkshire Partners and an Advisory Board Member of the healthcare-focused venture growth firm, Longitude Capital. Ms. Vallone has served as founder and Chief Executive Officer of higher education e-learning companies that she successfully launched, scaled globally and sold; held management positions in leading enterprise technology companies; and served on the boards of a public bank and a private-equity backed e-commerce company that went public. Ms. Vallone earned her Bachelor of Science in Business Administration from the University of Delaware. We believe that Ms. Vallone’s strategic, financial, executive and governance experience received from her service on the boards of trustees for nationally ranked psychiatric and medical hospitals; extensive experience building and selling global companies; and experience as a director and advisor to several public and private healthcare services companies make her qualified to serve on our Board. Andreas Krebs has served as a director of the Company since September 2021 and Vice Chair of the Board since December 2021. Mr. Krebs has headed the family-owned investment company, Longfield Invest, since 2010, which focuses on growth companies in various industries as well as in the new economy. In addition, Mr. Krebs has served as a member of the board of AHW GmbH since January 2025. He has worked in seven countries across Latin America, Asia and Canada, and as President and Executive Board Member of Wyeth Corporation in the United States. Mr. Krebs served as a member of the board of directors of IDT Biopharma from July 2021 until December 2024. Mr. Krebs was Chairman of the Supervisory Board and Shareholder Council of Merz Pharma, Frankfurt am Main, Germany from 2010 to 2019 and holds other board positions at private companies across various sectors. He is also an Industry Advisor for the investment firm, Nordic Capital. Furthermore, he serves as Chairman of the private non-governmental organization, Förderverein Girassol eV, which supports children and young people from socially difficult backgrounds in São Paulo, Brazil. Mr. Krebs received degrees in Commercial Management/Business Administration of BSE Academy, State of Hessen/Germany and In-house Academy of Woelm Pharma, Eschwege, Germany. We believe that Mr. Krebs’ financial background and experience as an international pharmaceutical executive and investment experience make him qualified to serve on our Board. Suzanne Bruhn, Ph.D. has served as a director of the Company since August 2022. She is the Chief Executive Officer of the Charcot-Marie-Tooth Association (CMTA), a patient advocacy organization focused on developing treatments for CMT, an inherited progressive peripheral neuropathy, a role she has held since November 2023. Prior to that she was the President and Chief Executive Officer of Tiaki Therapeutics, a private preclinical biotechnology company from May 2019 through November 2023. Prior to that, Dr. Bruhn served as President and Chief Executive Officer of Proclara Biosciences, Inc., a private, clinical-stage biotechnology company, from April 2017 until September 2018. Prior to that, Dr. Bruhn served as President and Chief Executive of Promedior, Inc., a private, clinical-stage biotechnology company, from 2012 until 2015. Dr. Bruhn previously held numerous senior leadership roles at Shire Human Genetic Therapies, Inc. (a part of Shire Plc.) including as senior vice president of global regulatory affairs. Dr. Bruhn has served on the boards of directors of Vigil Neuroscience, a publicly traded microglia-focused therapeutics company (NASDAQ: VIGL), since July 2022; Travere Therapeutics, Inc., a publicly traded pharmaceutical company (NASDAQ: TVTX), since April 2020; and Pliant Therapeutics, Inc., a publicly traded pharmaceutical company (NASDAQ: PLRX), since 2016. Dr. Bruhn previously served on the boards of directors of Avalo Therapeutics, Inc. (fka Cerecor Inc.), a publicly traded pharmaceutical company (NASDAQ: AVTX) from April 2020 to December 2021; Aeglea BioTherapeutics, Inc., a publicly traded biotherapeutics company (NASDAQ: AGLE), from 2017 through August 2020; Novelion Therapeutics, Inc., a biopharmaceutical company, from 2017 through January 2020; and Raptor Pharmaceuticals Corp., a former publicly traded pharmaceutical company, from 2011 until it was acquired by Horizon Pharma plc in 2016. Dr. Bruhn holds a Bachelor of Science in Chemistry from Iowa State University, a Doctor of Philosophy in Chemistry from the Massachusetts Institute of Technology and was a postdoctoral fellow in the Department of Human Genetics at Harvard Medical School. We believe that Dr. Bruhn’s experience as chief executive officer of several biotech companies and her service as a member of the board of directors of several public companies in the life sciences industry provide her with relevant public company governance experience and industry knowledge and make her qualified to serve on our Board.

  12. Nominees for Election

    David Gryska has served as a director of the Company since June 21, 2023. Mr. Gryska previously served as Executive Vice President and Chief Financial Officer of Incyte Corporation, a publicly traded pharmaceutical company (NASDAQ: INCY), from 2014 until his retirement in December 2018. Additionally, Mr. Gryska served as Chief Operating Officer and a director of Myrexis, Inc., a publicly traded biopharmaceutical company in 2012. From 2006 to 2010, Mr. Gryska served as Senior Vice President and Chief Financial Officer of Celgene Corporation, a former publicly traded pharmaceutical company acquired by Bristol-Myers Squibb Company. From 2004 to 2006, Mr. Gryska was a principal at Strategic Consulting Group, where he provided strategic consulting to early-stage biotechnology companies. Previously, Mr. Gryska served at Scios Inc., a former publicly traded biopharmaceutical company acquired by Johnson & Johnson, as Senior Vice President and Chief Financial Officer from 2000 to 2004 and as Vice President of Finance and Chief Financial Officer from 1998 to 2000. From 1993 to 1998, Mr. Gryska served as Vice President, Finance and Chief Financial Officer at Cardiac Pathways Corporation, a former publicly traded medical device company acquired by Boston Scientific Corporation. Prior to Cardiac Pathways, Mr. Gryska served as a partner at Ernst & Young LLP in California. Mr. Gryska has served on the board of directors of Forte Biosciences, Inc., a publicly traded biopharmaceutical company (NASDAQ: FBRX) since January 2023. Mr. Gryska previously served on the boards of directors of Seagen Inc., a former publicly traded biopharmaceutical company, from 2005 through its acquisition by Pfizer in December 2023; Aerie Pharmaceuticals, a former publicly traded pharmaceutical company, from 2018 to 2022; GW Pharmaceuticals, a former publicly traded pharmaceutical company, from 2020 to 2021; and PDL BioPharma, a former publicly traded pharmaceutical company, from 2014 to 2020. Mr. Gryska holds a Bachelor of Arts in Accounting and Finance from Loyola University and an M.B.A. from Golden Gate University. We believe that Mr. Gryska’s experience as the chief financial officer and director at a number of public life sciences and biotechnology companies, in addition to his extensive audit and compliance experience and financial expertise, makes him qualified to serve on our Board. Roger Crystal, M.D. has served as a director of the Company since August 2022. Dr. Crystal has served as Chief Executive Officer and Chairman of W12 Therapeutics since December 2023 and CEO of Crystal Healthcare Advisory LLC since 2023. Prior to that, Dr. Crystal was the President, Chief Executive Officer and Director of Opiant Pharmaceuticals, Inc., a biopharmaceutical company, which was listed on NASDAQ. Dr. Crystal held this position from 2019 until the company was acquired by Indivior PLC in March 2023. Dr. Crystal led the development of NARCAN® Nasal Spray for opioid overdose, which led to U.S. Food and Drug Administration approval and is the lead inventor on the product’s patents. Dr. Crystal previously served as the Chief Business Officer for ImaginAb, a venture capital-backed biotechnology company, from 2004 to 2016. He began his business career with roles at Goldman Sachs, A.T. Kearney, and GE Healthcare. Prior to his business career, Dr. Crystal worked for several years as a surgeon, specializing in ear, nose and throat, head and neck surgery at leading institutions including Imperial College Healthcare, London and was awarded Membership of The Royal College of Surgeons of England (MRCS). Dr. Crystal holds a Bachelor of Medical Sciences in Physiology and a Doctor of Medicine from the University of Birmingham, UK and a Master of Business Administration from the London Business School. We believe that Dr. Crystal’s extensive experience leading a pharmaceutical company as its chief executive officer, his background and training as a medical doctor and his strong background in clinical research, product development and commercialization make him qualified to serve on our Board. Robert Barrow has served as the Chief Executive Officer of the Company since June 2021 and as a director of the Company since December 2021. Prior to his current position, he served as our Chief Development Officer and Senior Vice President of Development from January 2021 to June 2021. Mr. Barrow previously served as the founder of Jasper Biopharmaceutical Advisors from July 2020 until January 2021, where he provided consulting services to a number of pharmaceutical companies, including MindMed. Prior to that, Mr. Barrow served as Director of Drug Development & Discovery at the Usona Institute from January 2019 to July 2020, where he oversaw the organization’s research and development activities. Prior to joining the Usona Institute, Mr. Barrow served as Chief Operating Officer and a director of Olatec Therapeutics, LLC, a private, clinical-stage biopharmaceutical company, from 2011 until December 2018, where he oversaw the execution of early- and late-stage development programs in the fields of analgesics, rheumatology, immunology and cardiovascular disease. Mr. Barrow has also served as both a technical and business adviser, including as an advisory board member, to numerous pharmaceutical organizations ranging from startups to Fortune 500 companies. Mr. Barrow holds a Masters degree in Pharmacology from Ohio State University and a Bachelor of Science degree in Finance from Wake Forest University, where he graduated summa cum laude and is a CFA charterholder. We believe that Mr. Barrow’s deep knowledge of the Company and extensive experience in clinical pharmacology and drug development programs in a variety of disease areas along with his financial expertise make him qualified to serve on our Board.

  13. Orders, Bankruptcies and Penalties

    Orders, Bankruptcies and Penalties To the knowledge of the Company, no director nominee is, at the date of this Proxy Statement, or has been, within ten years before the date of this Proxy Statement, a director, chief executive officer or chief financial officer of any company that: (i) was subject to a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. To the knowledge of the Company, no director nominee: (i) is, as at the date of this Proxy Statement, or has been within ten years before the date of this Proxy Statement, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold assets of the director nominee. To the knowledge of the Company, no director nominee, or a holding company of such director nominee, has been subject to: (i) any penalties imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a director nominee. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.

  14. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  15. Compensation Committee

    The Compensation Committee generally determines compensation for our executive officers during the first quarter of the year, including any adjustments to annual base salaries, target bonus opportunities and approval of awards of annual performance bonuses and equity awards, as well as approval of new annual performance objectives for the coming year. In addition, at various meetings throughout the year the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires and other strategic compensation issues, such as the efficacy of the Company’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation. The Compensation Committee solicits and considers evaluations and recommendations submitted by the Chief Executive Officer when determining the compensation of the other executive officers. In the case of the Chief Executive Officer, the Compensation Committee evaluates his performance, which influences any adjustments the Compensation Committee approves to his compensation as well as equity awards to be granted. As part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials that it deems appropriate, including financial reports and projections, tax and accounting information, executive and director share ownership information, company share performance data, analyses of historical executive compensation levels and current company-wide compensation levels and recommendations of its outside compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant. For more information regarding the Compensation Committee process with respect to 2024 compensation to our named executive officers, see “Executive Compensation — How We Determine Executive Compensation.”

  16. THE 2025 EQUITY INCENTIVE PLAN

    THE 2025 EQUITY INCENTIVE PLAN At the Annual Meeting, our shareholders will be asked to approve the Mind Medicine (MindMed) Inc. 2025 Equity Incentive Plan. The Board approved the 2025 Equity Incentive Plan on April 22, 2025, subject to its approval by the shareholders. The Board determined that it was in the best interests of the Company to adopt a new equity incentive plan that is compliant with U.S. public company equity plan rules and practices that will replace the Mind Medicine (MindMed) Inc. Stock Option Plan (the “Option Plan”) and the Mind Medicine (MindMed) Inc. Performance and Restricted Share Unit Plan (the “PR Plan” and, together with the Option Plan, the “Prior Plans”).

  17. Reasons for the Approval of the 2025 Equity Incentive Plan

    Reasons for the Approval of the 2025 Equity Incentive Plan Our success is highly dependent on our ability to attract and retain highly skilled directors, employees and consultants. To succeed, we must recruit, retain, manage and motivate qualified clinical, scientific, technical and management personnel, and we face significant competition for experienced personnel. One of the tools the Board regards as essential in addressing these human resource challenges is a competitive equity incentive program. Our executive compensation program provides a range of incentive tools and sufficient flexibility to permit the Compensation Committee to implement them in ways that will make the most effective use of the common shares our shareholders authorize for incentive purposes. We intend to use these incentives to attract new employees and to continue to retain existing employees, directors and consultants for the long-term benefit of the Company and its shareholders.

  18. Requested Share Authorization

    Requested Share Authorization The 2025 Equity Incentive Plan authorizes the Compensation Committee to provide incentive compensation in the form of stock options, share appreciation rights, restricted share awards, restricted share units (“RSUs”), performance-based awards, unrestricted shares, dividend equivalent rights and other share-based awards. Under the Equity Incentive Plan, we will be authorized to issue up to 4,500,000 of our common shares. The Board believes that these common shares will be sufficient to provide for a reasonable incentive program for at least one year. If the 2025 Equity Incentive Plan is approved, common shares subject to awards currently outstanding under the Prior Plans that are terminated or are forfeited after the effective date of the 2025 Equity Incentive Plan will become available for issuance under the 2025 Equity Incentive Plan. As of March 14, 2025, 4,169,979 stock options to purchase our common shares were outstanding under the Option Plan and inducement grants made outside of the Option Plan, with a weighted average exercise price of $12.40 per share and weighted average expected remaining contractual life of approximately 6.68 years, and 5,877,111 common shares remained subject to unvested awards of RSUs and Performance Stock Units (“PSUs”) outstanding under the PR Plan and inducement grants made outside of the PR Plan. The Prior Plans were retired effective March 14, 2025, and no further grants will be made under the Prior Plans. At such time, there were 550,398 shares available for issuance under the Prior Plans. The currently issued and outstanding grants under the Prior Plans shall remain issued and outstanding and shall continue to be governed by the terms of the applicable Prior Plan and any applicable award agreements.

  19. Key Features of the 2025 Equity Incentive Plan

    Key Features of the 2025 Equity Incentive Plan Key features of the 2025 Equity Incentive Plan of particular interest to our shareholders reflect best practices: The repricing of stock options and share appreciation rights is prohibited without the approval of our shareholders. No discount from fair market value is permitted in setting the exercise price of stock options and share appreciation rights. • “Liberal” share recycling is expressly prohibited. The number of common shares remaining available for grant under the 2025 Equity Incentive Plan is reduced by the gross number of common shares subject to options and share appreciation rights settled on a net basis, and any common shares withheld for taxes in connection with the vesting or settlement of any full value award will reduce the number of common shares remaining available for the future grant of awards. • The number of common shares for which awards may be granted to any non-employee member of our Board in a fiscal year, together with the director’s cash compensation, is limited. • A “liberal” change in control definition (e.g., mergers require actual consummation) is not included. • Performance awards require the achievement of pre-established goals. • The payment of dividends and dividend equivalents on stock options and share appreciation rights, and any unvested awards, is prohibited. • No evergreen provision. • A fixed term of ten years. The Board believes that the 2025 Equity Incentive Plan will serve a critical role in attracting and retaining the high caliber employees, consultants and directors essential to our success and in motivating these individuals to strive to meet our goals. Therefore, the Board urges you to vote to “FOR” the approval of the 2025 Equity Incentive Plan.

  20. Summary of the 2025 Equity Incentive Plan

    Summary of the 2025 Equity Incentive Plan The following summary of the 2025 Equity Incentive Plan is qualified in its entirety by the specific language of the 2025 Equity Incentive Plan, a copy of which plan is attached to this Proxy Statement as Annex B. General. The purpose of the 2025 Equity Incentive Plan is to advance the interests of the Company and its shareholders by providing an incentive program that will enable the Company to attract and retain employees, consultants and directors and to provide them with an equity interest in the growth and profitability of the Company. These incentives are provided through the grant of stock options, share appreciation rights, restricted share awards, RSUs, performance-based awards, unrestricted shares, dividend equivalent rights and other share-based awards. Authorized Shares. The maximum aggregate number of common shares authorized for issuance under the 2025 Equity Incentive Plan is 4,500,000, all of which may be issued upon the exercise of incentive stock options. Share Counting. Each common share made subject to an award will reduce the number of common shares remaining available for grant under the 2025 Equity Incentive Plan by one share. If any award granted under the 2025 Equity Incentive Plan expires or otherwise terminates for any reason without having been exercised or settled in full, or if common shares subject to forfeiture are forfeited, any such common shares subject to a terminated award will again become available for issuance under the 2025 Equity Incentive Plan. Common shares that are withheld or that are tendered in payment of the exercise price of an option will not be made available for new awards under the 2025 Equity Incentive Plan. Common shares withheld or reacquired by us in satisfaction of a tax withholding obligation in connection with the vesting or settlement of any full value award (options or share appreciation rights) will also reduce the number of common shares remaining available for the future grant of awards. Upon the exercise of a share appreciation right or net-exercise of an option, the number of common shares available under the 2025 Equity Incentive Plan will be reduced by the gross number of common shares for which the award is exercised. Adjustments for Capital Structure Changes. Appropriate and proportionate adjustments will be made to the number of common shares authorized under the 2025 Equity Incentive Plan, and to outstanding awards in the event of any change in our common shares through any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of shares, stock dividend or other distribution payable in equity shares, or other increase or decrease in common shares effected without receipt of consideration by the Company. In such circumstances, the Compensation Committee also has the discretion under the 2025 Equity Incentive Plan to adjust other terms of outstanding awards as it deems appropriate. Non-employee Director Award Limits. A non-employee director may not be granted awards under the 2025 Equity Incentive Plan in any calendar year that, when combined with any cash fees or other compensation paid to such non-employee director during such calendar year, exceed $750,000 in total value, with the value of any such non-employee director awards based on the grant date fair value of such awards; provided, however, that in the calendar year in which a non-employee director first joins the board, this limit shall not exceed $1,000,000. Administration. The 2025 Equity Incentive Plan generally will be administered by the Compensation Committee, although the Board retains the right to appoint another of its committees to administer the 2025 Equity Incentive Plan or to administer the 2025 Equity Incentive Plan directly. Subject to the provisions of the 2025 Equity Incentive Plan, the Compensation Committee determines in its discretion the persons to whom and the times at which awards are granted, the types and sizes of awards, and all of their terms and conditions. The Compensation Committee may, subject to certain limitations on the exercise of its discretion required or otherwise provided by the 2025 Equity Incentive Plan, amend, cancel or renew any award, waive any restrictions or conditions applicable to any award, and accelerate, continue, extend or defer the vesting of any award. The 2025 Equity Incentive Plan provides that no member of the Board or the Compensation Committee will be liable for any action or determination made in good faith with respect to the 2025 Equity Incentive Plan or any award or award agreement arising from such person’s action in administering the 2025 Equity Incentive Plan. All awards granted under the 2025 Equity Incentive Plan will be evidenced by a written or digitally signed agreement between the Company and the participant specifying the terms and conditions of the award, consistent with the requirements of the 2025 Equity Incentive Plan. The Compensation Committee will interpret the 2025 Equity Incentive Plan and awards granted thereunder, and all determinations of the Compensation Committee generally will be final and binding on all persons having an interest in the 2025 Equity Incentive Plan or any award. Prohibition of Option and Share Appreciation Right Repricing. The 2025 Equity Incentive Plan expressly provides that, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, common shares, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, amalgamation, arrangement, consolidation, split-up, spin-off, combination, repurchase or exchange of common shares or other securities or similar transaction), the Compensation Committee may not, without obtaining shareholder approval, provide for any of the following with respect to underwater options or share appreciation rights: (a) amend the terms of outstanding stock options or share appreciation rights to reduce the exercise price of such outstanding stock options or the strike price of such outstanding share appreciation rights; (b) cancel outstanding stock options or share appreciation rights in exchange for or substitution of stock options or share appreciation rights with an exercise price or strike price, as applicable, that is less than the exercise price or strike price, as applicable, of the original stock options or share appreciation rights; (c) cancel outstanding stock options or share appreciation rights with an exercise price or strike price, as applicable, above the current share price in exchange for cash or other securities; or (d) take any other action that is treated as a repricing under U.S. generally accepted accounting principles. Eligibility. Awards may be granted to employees, directors and consultants of the Company or any present or future parent or subsidiary corporation or other affiliated entity of the Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company. As of April 16, 2025, we had 80 employees, including 5 executive officers and five non-employee directors who would be eligible under the 2025 Equity Incentive Plan.

  21. Summary of the 2025 Equity Incentive Plan

    Stock Options. The Compensation Committee may grant nonstatutory stock options, incentive stock options within the meaning of Section 422 of the Code, or any combination of these. The exercise price of each option may not be less than the fair market value of a share of our common shares on the date of grant. However, any incentive stock option granted to a person who at the time of grant owns more than 10% of the total combined voting power of all classes of our common shares or any parent or subsidiary corporation of our company (a “10% Shareholder”) must have an exercise price equal to at least 110% of the fair market value of a common share on the date of grant. On April 22, 2025, the closing price of our common shares as reported on the Nasdaq Global Select Market was $5.80 per share. The 2025 Equity Incentive Plan provides that the option exercise price may be paid in cash or in cash equivalents; by means of a broker-assisted cashless exercise; by such other lawful consideration as approved by the Compensation Committee; or by any combination of these. Nevertheless, the Compensation Committee may restrict the forms of payment permitted in connection with any option grant. No option may be exercised unless the participant has made adequate provision for federal, state, local and foreign taxes, if any, relating to the exercise of the option. Options will become vested and exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the Compensation Committee. The maximum term of any option granted under the 2025 Equity Incentive Plan is ten years, provided that an incentive stock option granted to a 10% Shareholder must have a term not exceeding five years. Options are nontransferable by the participant other than by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant. However, an option may be assigned or transferred to certain family members or trusts for their benefit to the extent permitted by the Compensation Committee and, in the case of an incentive stock option, only to the extent that the transfer will not terminate its tax qualification. Share Appreciation Rights. The Compensation Committee may grant share appreciation rights either in tandem with a related option (a “Tandem SAR”) or independently of any option (a “Freestanding SAR”). A Tandem SAR requires the option holder to elect between the exercise of the underlying option for common shares or the surrender of the option and the exercise of the related share appreciation right. A Tandem SAR is exercisable only at the time and only to the extent that the related stock option is exercisable, while a Freestanding SAR is exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the Compensation Committee. The exercise price of each share appreciation right may not be less than the fair market value of a common share on the date of grant. Upon the exercise of any share appreciation right, the participant is entitled to receive an amount equal to the excess of the fair market value of the underlying common shares as to which the right is exercised over the aggregate exercise price for such common shares. Payment of this amount upon the exercise of a Tandem SAR may be made only in common shares whose fair market value on the exercise date equals the payment amount. At the Compensation Committee’s discretion, payment of this amount upon the exercise of a Freestanding SAR may be made in cash or common shares. The maximum term of any share appreciation right granted under the 2025 Equity Incentive Plan is ten years. Share appreciation rights are generally nontransferable by the participant other than by will or by the laws of descent and distribution, and are generally exercisable during the participant’s lifetime only by the participant. If permitted by the Compensation Committee, a Tandem SAR related to a nonstatutory stock option and a Freestanding SAR may be assigned or transferred to certain family members or trusts for their benefit to the extent permitted by the Compensation Committee. Other terms of share appreciation rights are generally similar to the terms of comparable stock options. Restricted Share Awards. The Compensation Committee may grant restricted share awards under the 2025 Equity Incentive Plan either in the form of a restricted share purchase right, giving a participant an immediate right to purchase common shares, or in the form of a restricted share bonus, in which shares are issued in consideration for services to the Company rendered by the participant. The Compensation Committee determines the purchase price payable under restricted share purchase awards, which may be less than the then current fair market value of our common shares. Restricted share awards may be subject to vesting conditions based on such service or performance criteria as the Compensation Committee specifies, including the attainment of one or more performance goals similar to those described below in connection with performance awards. Shares acquired pursuant to a restricted share award may not be transferred by the participant until vested. Unless otherwise provided by the Compensation Committee, a participant will forfeit any restricted shares as to which the vesting restrictions have not lapsed prior to the participant’s termination of service. Participants holding restricted shares will have the right to vote the common shares and to receive any dividends or other distributions paid in cash or common shares, which will be subject to the same restrictions as the original award. Restricted Share Units. The Compensation Committee may grant RSUs under the 2025 Equity Incentive Plan, which represent rights to receive common shares at a future date determined in accordance with the participant’s award agreement. No monetary payment is required for receipt of RSUs or the common shares issued in settlement of such award, the consideration for which is furnished in the form of the participant’s services to us. The Compensation Committee may grant RSU awards subject to the attainment of one or more performance goals similar to those described below in connection with performance awards, or may make the awards subject to vesting conditions similar to those applicable to restricted share awards. RSUs may not be transferred by the participant. Unless otherwise provided by the Compensation Committee, a participant will forfeit any RSUs which have not vested prior to the participant’s termination of service. Participants have no voting rights or rights to receive cash dividends with respect to RSU awards until common shares are issued in settlement of such awards. Performance Awards. The Compensation Committee may grant performance awards subject to such conditions and the attainment of such performance goals over such periods as the Compensation Committee determines in writing and sets forth in a written agreement between the Company and the participant. These awards may be designated as performance shares or performance units, which consist of unfunded bookkeeping entries generally having initial values equal to the fair market value determined on the grant date of a common share in the case of performance shares and a monetary value established by the Compensation Committee at the time of grant in the case of performance units. Performance awards will specify a predetermined amount of performance shares or performance units that may be earned by the participant to the extent that one or more performance goals are attained within a predetermined performance period. To the extent earned, performance awards may be settled in cash, common shares (including shares of restricted share that are subject to additional vesting) or any combination of these.

  22. Summary of the 2025 Equity Incentive Plan

    Prior to the beginning of the applicable performance period, the Compensation Committee will establish one or more performance goals applicable to the award. Performance goals will be based on the attainment of specified target levels with respect to one or more measures of business or financial performance of the Company and each subsidiary corporation consolidated with the Company for financial reporting purposes, or such division or business unit of the Company as may be selected by the Compensation Committee. The Compensation Committee, in its discretion, may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Following completion of the applicable performance period, the Compensation Committee will determine the extent to which the applicable performance goals have been attained and the resulting value to be paid to the participant. The Compensation Committee may make positive or negative adjustments to performance award payments to participants to reflect the participant’s individual job performance or other factors determined by the Compensation Committee. In its discretion, the Compensation Committee may provide for a participant awarded performance shares to receive dividend equivalent rights with respect to cash dividends paid on the Company’s common shares to the extent that the performance shares become vested. The Compensation Committee may provide for performance award payments in lump sums or installments. No performance award may be sold or transferred other than by will or the laws of descent and distribution prior to the end of the applicable performance period. Unrestricted Share Awards. The Compensation Committee may grant awards pursuant to which the participant may receive common shares free of any restrictions in such amounts and subject to such terms and conditions as the Compensation Committee determines. Such unrestricted share awards may be granted or sold to any participant in respect of past service to us or an affiliate or other valid consideration, or in lieu of, or in addition to, any cash compensation due to such participant. Dividend Equivalent Rights. The Compensation Committee may grant dividend equivalent rights entitling the participant to receive credits based on cash distributions that would have been paid on common shares of the Company specified in such dividend equivalent right (or other award to which such dividend equivalent right relates) if such common shares had been issued to and held by the participant as of the record date. No dividend equivalent rights may be granted in connection with, or related to, an award of an option or SAR. Dividend equivalents credited to the holder of a dividend equivalent right may be deemed to be reinvested in additional shares of common shares, which may thereafter accrue additional dividend equivalent rights (with or without being subject to forfeiture or a repayment obligation, as determined by the Compensation Committee). Any such reinvestment will be at the fair market value thereof on the date of such reinvestment. Dividend equivalent rights may be settled in cash or common shares or a combination thereof, in a single installment or in multiple installments, all as determined in the sole discretion of the Compensation Committee. A dividend equivalent right granted as a component of another award may provide that such dividend equivalent right will be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award, and that such dividend equivalent right will expire or be forfeited or annulled under the same conditions as such other award. A dividend equivalent right granted as a component of another award also may contain terms and conditions that are different from the terms and conditions of such other award, provided that dividend equivalent rights credited pursuant to a dividend equivalent right granted as a component of another award will not vest or become payable unless and until the award to which the dividend equivalent rights correspond becomes vested and settled. Other Share-Based Awards. The Compensation Committee may grant other share-based awards in such amounts and subject to such terms and conditions as the Compensation Committee determines. Other share-based awards will specify a number of common shares or units based on common shares or other equity-related awards. Such awards may be subject to vesting conditions based on continued performance of service or subject to the attainment of one or more performance goals similar to those described above in connection with performance awards. Settlement of awards may be in cash or common shares, as determined by the Compensation Committee. A participant will have no voting rights with respect to any such award unless and until common shares are issued pursuant to the award. The Compensation Committee may grant dividend equivalent rights with respect to other share-based awards. The effect on such awards of the participant’s termination of service will be determined by the Compensation Committee and set forth in the participant’s award agreement. Change in Control. The 2025 Equity Incentive Plan provides that a “Change in Control” occurs upon (a) a person or entity (with certain exceptions described in the 2025 Equity Incentive Plan) becoming the direct or indirect beneficial owner of more than 50% of the total voting power of the securities of the Company; or (b) the consummation of a merger, amalgamation, arrangement, consolidation, or similar transaction involving (directly or indirectly) the Company immediately after which the shareholders of the Company immediately prior thereto do not hold, directly or indirectly, either (i) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such transaction or (ii) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such transaction and in each case, in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such event; or (c) a change in the ownership of a substantial portion of the Company’s assets. In the event of a Change in Control, and except as otherwise provided in the applicable award agreement or in another agreement with the participant, upon which outstanding awards are not assumed or continued: (a) such awards will vest in full, with performance-based awards vesting at the greater of target level performance and actual performance; (b) in the case of outstanding options and share appreciation rights, such awards will become exercisable during a 15 day period beginning 15 days prior to the scheduled consummation of such Change in Control; and (c) the Compensation Committee may cancel awards in exchange for cash, securities or other property, in its sole discretion. In the event of a Change in Control, except as otherwise provided in the applicable award agreement or in another agreement with the participant, upon which outstanding awards are assumed or continued in accordance with their terms: (a) each performance-based award will convert to a time-based award equal to performance based on the greater of target level performance and actual performance; and (b) all assumed or continued awards shall vest in full upon a termination of the participant without cause within 12 months following the consummation of the Change in Control. Subject to the restrictions of Section 409A of the Code, the Compensation Committee may provide for the acceleration of vesting or settlement of any or all outstanding awards upon such terms and to such extent as it determines.

  23. Summary of the 2025 Equity Incentive Plan

    Awards Subject to Section 409A of the Code. Certain awards granted under the 2025 Equity Incentive Plan may be deemed to constitute “deferred compensation” within the meaning of Section 409A of the Code, providing rules regarding the taxation of nonqualified deferred compensation plans, and the regulations and other administrative guidance issued pursuant to Section 409A. Any such awards will be required to comply with the requirements of Section 409A. Notwithstanding any provision of the 2025 Equity Incentive Plan to the contrary, the Compensation Committee is authorized, in its sole discretion and without the consent of any participant, to amend the 2025 Equity Incentive Plan or any award agreement as it deems necessary or advisable to comply with Section 409A of the Code. Amendment, Suspension or Termination. The 2025 Equity Incentive Plan will continue in effect until its termination by the Board, provided that no awards may be granted under the 2025 Equity Incentive Plan following the tenth anniversary of the 2025 Equity Incentive Plan’s effective date. The Board may amend, suspend or terminate the 2025 Equity Incentive Plan at any time, provided that no amendment may be made without shareholder approval that would increase the maximum aggregate number of common shares authorized for issuance under the 2025 Equity Incentive Plan, change the class of persons eligible to receive incentive stock options or require shareholder approval under any applicable law or the rules of any stock exchange on which our common shares are then listed. No amendment, suspension or termination of the 2025 Equity Incentive Plan may affect any outstanding award unless expressly provided by the Board, and, in any event, may not have a materially adverse effect on an outstanding award without the consent of the participant unless necessary to comply with any applicable law, regulation or rule, including, but not limited to, Section 409A of the Code.

  24. New 2025 Equity Incentive Plan Benefits

    New 2025 Equity Incentive Plan Benefits No awards will be granted under the 2025 Equity Incentive Plan prior to its approval by our shareholders. All awards will be granted at the discretion of the Compensation Committee and, accordingly, are not yet determinable.

  25. Executive Summary

    | What We Do | What We Don’t Do | | • Emphasize “at-risk” compensation and long-term equity incentives | • No “single trigger” change in control cash payments | | • Tie performance-based cash bonus opportunities to defined corporate objectives and formally cap payouts | • No substantially enhanced benefits or perquisites that are not available to all employees | | • Seek and value shareholder feedback on compensation practices | • No guaranteed bonuses or base salary increases | | • Retain an independent compensation consultant | • No tax “gross-ups” on severance or change in control payments | | • Prohibit hedging or pledging of our common shares | | | • Maintain formal “Clawback” policy to recover incentive-based compensation erroneously received by current or former executive officers | | | • Entered into executive employment agreements and set executive compensation (including salary, bonus target and long-term incentive compensation) based on industry data from a comparable set of peer companies | |

  26. Executive Summary

    2024 Executive Compensation Actions We structured a significant portion of CEO and other NEO compensation as “at-risk”, including certain performance-based compensation. The charts below show the 2024 total reported pay mix of our CEO and our other NEOs and the portion of each individual’s aggregate reported pay that is tied directly to performance, consisting of annual performance bonus earned, and other “at-risk” compensation, consisting of equity incentives awarded (based on such equity incentives’ grant date fair value as reported in the “2024 Summary Compensation Table”). • We structured annual performance bonus opportunities to be dependent on achievement of corporate objectives and we paid annual performance bonuses for 2024 performance of 104% of target based on 104% achievement of these objectives. • We granted equity awards in the form of time-based stock options. • We increased base salaries for our CEO Mr. Barrow, our CMO Dr. Karlin, and our CLO Mark Sullivan in order to position their respective 2024 base salaries at approximately the 50th percentile of competitive market data. * Reflects 2024 cash compensation, consisting of annual base salaries and performance bonus earned, and 2024 equity awards granted, based on such equity incentives’ grant date fair value as reported in the “2024 Summary Compensation Table,” for each of our named executive officers.

  27. Overview of Our Executive Compensation Program

    Overview of Our Executive Compensation Program The Compensation Committee oversees our executive compensation program and policies. Our executive compensation philosophy is based on the following objectives: • providing equitable and highly competitive compensation to attract, motivate and retain top talent; • directly and substantially linking short-term compensation to measurable corporate goals to promote a high-performance culture; and • providing a highly competitive long-term incentive structure based on creating and aligning compensation with shareholder and broader stakeholder value. The following table summarizes the three principal components of our executive compensation program, their objectives and key features. In addition to these three principal components, we also provide our executive officers with severance and change-in-control payments and benefits, as well as other benefits generally available to all our employees, including retirement benefits under the Company’s 401(k) plan and participation in employee benefit plans, which are more fully described in the section entitled “Other Features of Our Compensation Program” below.

  28. Overview of Our Executive Compensation Program

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Base salaries are reviewed and determined based on a number of factors, including internal equity, retention, expected cost of living increases and the overall performance of our company, and by reference to competitive market data provided by the Compensation Committee’s compensation consultant. | | Annual Performance Bonus (at-risk cash) | Motivates and rewards for attaining rigorous annual corporate performance goals that relate to our key business objectives. | Target annual performance bonus opportunities, expressed as a percentage of base salary, are reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Actual bonus payments are based upon achievement of corporate objectives determined by the Compensation Committee. | | Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term company performance; aligns executives’ interests with shareholder interests and changes in shareholder value. Attracts highly qualified executives and encourages continued employment over the long-term. | Annual equity awards are reviewed and determined at the beginning of each year or as appropriate during the year for new hires, promotions or rewards for significant achievement. Individual awards are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our common shares, internal equity among executives and competitive market data provided by the Compensation Committee’s compensation consultant. Equity awards are provided in the form of stock options, RSUs and, in 2025, PSUs. Stock options, RSUs and PSUs are key aspects of our “pay-for-performance” philosophy, providing a potential future return that increases as the market price of our common shares appreciates. Any PSUs that are granted will vest upon the achievement of certain clinical and corporate milestones. |

  29. Overview of Our Executive Compensation Program

    We do not currently have formal policies for allocating compensation among base salary, annual performance bonuses and equity awards. Instead, the Compensation Committee uses its judgment to establish a target total direct compensation opportunity for each named executive officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. A significant portion of our named executive officers’ target total direct compensation opportunity is comprised of “at-risk” compensation in the form of an annual performance bonus opportunity and equity awards tied to shareholder returns in order to align the named executive officers’ incentives with the interests of our shareholders and our corporate goals.

  30. How We Determine Executive Compensation

    How We Determine Executive Compensation The Compensation Committee reviews and approves, or recommends for approval by our Board, the compensation of our named executive officers. The Compensation Committee uses the services of an independent compensation consultant who is retained by, and reports directly to, the Compensation Committee to provide the Compensation Committee with an additional external perspective with respect to its evaluation of relevant market and industry practices. For fiscal year 2024, our Compensation Committee retained Compensia to provide executive compensation consulting services to the Compensation Committee and assist it in reviewing our executive compensation program, making compensation decisions for each of our executive officers and ensuring that our compensation program remains competitive in attracting and retaining talented executives. As part of its services to the Compensation Committee, Compensia recommended and the Compensation Committee approved a peer group of companies to provide relevant data from comparable companies for the Compensation Committee to consider in making executive compensation decisions. The peer group of companies used by the Compensation Committee in making 2024 compensation decisions was comprised of the following companies. These companies were selected in January 2024 as appropriate peers due to industry and stage of development (pharmaceutical and biotechnology companies in Phase 2 or 3 development, with a pipeline similar to ours focused on central nervous system and/or psychiatric conditions, who had recently gone public), location (headquartered in competitive markets for talent) and size (market capitalizations primarily ranging from 0.25 to 4 times our market capitalization and primarily pre-revenue)

  31. Peer Group Companies 2024

    Peer Group Companies 2024

  32. Peer Group Companies 2024

    | Aerovate Therapeutics | Evelo Biosciences | Passage Bio | | Anavex Life Sciences | Fulcrum Therapeutics | Praxis Precision Medicines | | Annexon | KalVista Pharmaceuticals | Relmada Therapeutics | | Atai Life Sciences N.V. | Larimar Therapeutics | Seelos Therapeutics | | Athira Pharma | Lineage Cell Therapeutics | Stoke Therapeutics | | Cognition Therapeutics | MeiraGTx Holdings plc | Trevi Therapeutics | | COMPASS Pathways plc | Ocugen | VistaGen Therapeutics |

  33. Peer Group Companies 2024

    The Compensation Committee’s general aim is for compensation to remain competitive with the market, falling above or below the median of the market data as appropriate based on corporate and individual executive performance, and other factors deemed to be appropriate by the Compensation Committee. We have not developed a specific market positioning or “benchmark” that we consistently aim for in setting compensation levels; instead the Compensation Committee determines each element of compensation, and total target cash and direct compensation, for each named executive officer based on various facts and circumstances appropriate for our company in any given year. The Compensation Committee sets the compensation of our named executive officers at levels the Compensation Committee determines to be competitive and appropriate for each named executive officer, using the Compensation Committee’s professional experience and judgment. Compensation decisions are not made by use of a formulaic approach; the Compensation Committee believes that these decisions require consideration of a multitude of relevant factors that may vary from year to year. In making executive compensation decisions, the Compensation Committee generally takes into consideration the following factors: • our corporate performance and business needs; • each named executive officer’s individual performance, experience, job function, change in position or responsibilities, and expected future contributions to our company; • internal pay equity among our named executive officers and positions; • the need to attract new talent to our executive team and retain existing talent in a highly competitive industry; A range of competitive market data reference points from the peer group described above; the total compensation cost, burn rate and shareholder dilution from executive compensation actions; • trends and compensation paid to similarly situated executives within our market; • its compensation consultant’s recommendations; • a review of each named executive officer’s total targeted and historical compensation and equity ownership; and • our CEO’s recommendations on executive officers other than the CEO, based on the CEO’s direct knowledge of the performance of each named executive officer and the CEO’s review of competitive market data.

  34. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the information as to compensation awarded to, paid to or earned by our named executive officers during the fiscal years ended December 31, 2024 and December 31, 2023.

  35. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation | All Other Compensation ($) | Total ($) | | Robert Barrow(3) Chief Executive Officer | 2024 | $623,500 | $0 | $0 | $1,672,000 | $359,216(4) | $14,294(6) | $2,669,010 | | | 2023 | $598,750 | $0 | $1,212,000 | $0 | $318,725(5) | $13,658(7) | $2,143,133 | | Daniel Karlin, M.D. Chief Medical Officer | 2024 | $485,500 | $0 | $0 | $627,000 | $203,424(4) | $14,395(8) | $1,330,319 | | | 2023 | $462,500 | $0 | $378,750 | $0 | $180,500(5) | $15,522(9) | $1,037,272 | | Mark Sullivan, J.D.(10) Chief Legal Officer | 2024 | $439,750 | $0 | $0 | $522,500 | $184,288(4) | $14,569(11) | $1,161,107 | | | 2023 | $308,167 | $0 | $596,000 | $0 | $163,400(5) | $12,827(12) | $1,080,394 | | Schond Greenway(13) Former Chief Financial Officer | 2024 | $152,898 | $0 | $0 | $700,969 | $0 | $342,282(14) | $1,196,149 | | | 2023 | $430,000 | $0 | $530,250 | $0 | $167,200(5) | $11,424(15) | $1,138,869 |

  36. 2024 Summary Compensation Table

    (1) The amounts disclosed in this column represent the aggregate grant date fair value of RSUs as calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Stock-based compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There were no RSUs awards granted in the fiscal year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon vesting of the RSUs or the sale of the common shares underlying such RSUs. (2) The amounts disclosed in this column represent the aggregate grant date fair value of the option awards as calculated in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Stock-based compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There were no option awards granted in the fiscal year ended December 31, 2023. These amounts do not correspond to the actual economic value that may be realized by the named executive officers upon the exercise of such stock options. (3) Mr. Barrow is also a member of our Board, but did not receive any additional compensation in his capacity as a director. (4) Earned with respect to 2024 performance and paid in 2025. (5) Earned with respect to 2023 performance and paid in 2024. (6) Consists of $13,800 in 401(k) matching contributions, $162 in life insurance premiums and $332 in perquisites. (9) Consists of $13,200 in 401(k) matching contributions, $180 in life insurance premiums and $2,142 in perquisites. (10) Mr. Sullivan joined our company as our Chief Legal Officer (CLO) on April 13,2023. All information regarding compensation and awards in this section reflects the compensation of Mr. Sullivan as CLO from and after April 13, 2023. (11) Consists of $13,800 in 401(k) matching contributions, $414 in life insurance premiums and $355 in perquisites. (12) Consists of $12,327 in 401(k) matching contributions, $293 in life insurance premiums and $207 in perquisites. (13) Mr. Greenway’s employment with our company was terminated on May 3, 2024. (14) Consists of $2,052 in 401(k) matching contributions, $155 in life insurance premiums, $325 in perquisites, and $339,750 related to nine months of severance in accordance with Mr. Greenway’s employment agreement. (15) Consists of $10,756 in 401(k) matching contributions, $414 in life insurance premiums and $254 in perquisites.

  37. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information about equity awards granted to our named executive officers that were outstanding as of December 31, 2024:

  38. Outstanding Equity Awards at Fiscal Year End

    | Name | Option or Stock Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value Shares or Units of Stock That Have Not Vested ($)(3) | | Robert Barrow | 2/27/2024 | 83,333 | 316,667(4) | $4.98 | 2/26/2034 | — | — | | | 3/14/2023 | — | — | — | — | 225,000(14) | $1,566,000 | | | 3/24/2022 | 133,375 | 60,625(5) | $17.72 | 3/24/2027 | — | — | | | 3/24/2022 | — | — | — | — | 37,917(6) | $263,902 | | | 4/21/2021 | 164,206 | 3,494(7) | $32.76 | 4/21/2026 | — | — | | | 4/21/2021 | — | — | — | — | 2,688(8) | $18,708 | | | 1/15/2021 | 66,666 | —(9) | $46.28 | 1/15/2026 | — | — | | | 1/15/2021 | — | — | — | — | 8,333(13) | $57,998 | | Schond Greenway (Former CFO) | 5/23/2022 | 52,708 | —(10) | $11.75 | 2/3/2025 | — | — |

  39. Outstanding Equity Awards at Fiscal Year End

    | Name | Option or Stock Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value Shares or Units of Stock That Have Not Vested ($)(3) | | Daniel Karlin, M.D. | 2/27/2024 | 31,250 | 118,750(4) | $4.98 | 2/26/2034 | — | — | | | 3/14/2023 | — | — | — | — | 70,313(14) | $489,378 | | | 3/24/2022 | 57,291 | 26,042(5) | $17.72 | 3/24/2027 | — | — | | | 3/24/2022 | — | — | — | — | 19,792(6) | $137,752 | | | 4/21/2021 | 93,852 | 4,081(11) | $32.76 | 4/21/2026 | — | — | | | 4/21/2021 | — | — | — | — | 3,139(12) | $21,847 | | Mark Sullivan, J.D. | 2/27/2024 | 26,041 | 98,959(4) | $4.98 | 2/26/2034 | — | — | | | 4/13/2023 | — | — | — | — | 125,000(15) | $870,000 |

  40. Outstanding Equity Awards at Fiscal Year End

    All of the option awards listed in the table were granted with an exercise price equal to the closing price of our common shares on Nasdaq on the trading day prior to the date of grant. (2) Represents shares underlying RSUs. Each RSU represents a contingent right to receive one of our common shares and vests subject to the named executive officer providing continuous service to us on each vesting date. (3) This column reflects the market value of RSUs as of December 31, 2024, based on the closing price of our common shares on Nasdaq as of that date. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon vesting of the RSUs or the sale of our common shares underlying such RSUs. (4) The common shares subject to the option vest and become exercisable with 1/48th of the total common shares vesting monthly over 48 months from the vesting commencement date, March 27, 2024, subject to the named executive officer providing continuous service to us as of each such vesting date. (5) The common shares subject to the option vest and become exercisable with 1/48th of the total common shares vesting monthly over 48 months from the vesting commencement date, March 24, 2022, subject to the named executive officer providing continuous service to us as of each such vesting date. (6) The RSUs vest in 48 equal monthly installments from the vesting commencement date, March 24, 2022, subject to the named executive officer providing continuous service to us on each vesting date. (7) 25% of the common shares underlying the option vested and became exercisable on January 15, 2022; the remaining common shares underlying the option shall vest and become exercisable in 36 equal monthly installments thereafter, subject to Mr. Barrow providing continuous service to us on each such vesting date. (8) 25% of the RSUs vested on January 15, 2022 with the remaining RSUs vesting each month thereafter over 36 months, subject to Mr. Barrow providing continuous service to us on each such vesting date. (9) 25% of the common shares underlying the option vested and became exercisable on January 15, 2022; the remaining common shares underlying the option vested and became exercisable in 30 equal monthly installments beginning on February 15, 2022. 25% of the common shares underlying the option vested and became exercisable on May 23, 2023, and 1/36th of the remaining common shares vest monthly thereafter over 36 months, subject to Mr. Greenway providing continuous service to us as of each such vesting date. These common shares were vested as of Mr. Greenway’s termination date of May 3, 2024. The related option expiration date was extended to February 3, 2025. 25% of the common shares underlying the option vested and became exercisable on February 26, 2022; the remaining common shares underlying the option shall vest and become exercisable in 36 equal monthly installments thereafter, subject to Dr. Karlin providing continuous service to us on each such vesting date. (12) 25% of the RSUs vested on February 26, 2022 with the remaining RSUs vesting each month thereafter over 36 months, subject to Mr. Karlin providing continuous service to us on each such vesting date. (13) The RSUs vest in four equal annual installments from the vesting commencement date, January 15, 2021. (14) The RSUs vest quarterly over 48 months from the vesting commencement date, March 14, 2023. (15) 25% of the RSUs vested on April 13, 2024 with 1/12th of the remaining RSUs vesting each quarter thereafter over 12 quarters, subject to Mr. Sullivan providing continuous service to us on each such vesting date.

  41. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  42. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning the compensation earned for service on our Board of Directors during the year ended December 31, 2024. Mr. Barrow’s compensation as an executive officer is set forth under “Executive Compensation — 2024 Summary Compensation Table.” Mr. Barrow did not receive any compensation for service as a director. None of our directors earned any compensation other than cash fees, options under the Option Plan and stock awards in the form of RSUs and DDSUs under the PR Plan and the Directors Deferred Share Unit Plan (“DDSU Plan”), respectively, during the fiscal year ended December 31, 2024, and accordingly, we have omitted all other columns from the table below.

  43. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($)(2) | Total ($) | | Carol A. Vallone(3) | $96,359 | $98,671 | $— | $195,030 | | Andreas Krebs(4) | $86,359 | $98,671 | $— | $185,030 | | Dr. Suzanne Bruhn(5) | $51,141 | $98,671 | $— | $149,812 | | Dr. Roger Crystal(6) | $51,141 | $98,671 | $— | $149,812 | | David Gryska | $55,000 | $98,671 | $— | $153,671 |

  44. Director Compensation Table

    (1) All of the option awards listed in the table were granted with a per share exercise price equal to the closing price of our common shares on Nasdaq on the day prior to the date of the grant. The amounts shown in this column represent the grant date fair value of the option awards in accordance with ASC Topic 718. These amounts do not reflect the actual economic value that will be realized by such director. For the assumptions used in valuing the options, see “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Stock-based compensation” to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. As of December 31, 2024, each director had the outstanding stock options shown in the table below:

  45. Director Compensation Table

    | Name | Outstanding Stock Options | | Carol A. Vallone | 45,711 | | Andreas Krebs | 46,254 | | Dr. Suzanne Bruhn | 43,773 | | Dr. Roger Crystal | 43,773 | | David Gryska | 54,100 |

  46. Director Compensation Table

    (2) As of December 31, 2024, each director had the number of unvested RSUs and DDSUs shown in the table below:

  47. Director Compensation Table

    | Name | Unvested DDSUs | Unvested RSUs | | Carol A. Vallone | 7,173 | — | | Andreas Krebs | 6,648 | — | | David Gryska | 6,566 | 9,234 | | Dr. Suzanne Bruhn | 7,463 | 1,984 | | Dr. Roger Crystal | 7,463 | 1,984 |

  48. Director Compensation Table

    (3) Ms. Vallone served as Chair of the Compensation Committee until October 9, 2024. (4) Mr. Krebs served as Chair of the Nominating and Corporate Governance Committee until October 9, 2024. Dr. Bruhn was appointed Chair of the Compensation Committee on October 9, 2024. Dr. Crystal was appointed Chair of the Nominating and Corporate Governance Committee on October 9, 2024.

  49. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board adopted a Non-Employee Director Compensation Policy (the “Policy”) effective as of June 1, 2022, and amended the Policy, (the “Amended Policy”), in August 2022. Under the Amended Policy, each of our non-employee directors is eligible to receive compensation for service on our Board and committees of our Board. Non-employee directors also receive reimbursement for necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings. The Amended Policy provides our non-employee directors with the following cash compensation for their services: • $40,000 per year for each non-employee director (“Base Retainer”); • $40,000 per year for the Chair of the Board (if applicable) in addition to the Base Retainer; • $30,000 per year for the Vice Chair of the Board (if applicable) in addition to the Base Retainer; • $15,000 per year for the Chair of the Audit Committee or $7,500 per year for each other member of the Audit Committee; • $10,000 per year for the Chair of the Compensation Committee or $5,000 per year for each other member of the Compensation Committee; and • $10,000 per year for the Chair of the Nominating and Corporate Governance Committee or $5,000 per year for each other member of the Nominating and Corporate Governance Committee. The cash compensation above is payable to our eligible non-employee directors in equal quarterly installments, prorated for any partial quarter of service. All annual cash fees are vested upon payment. Each non-employee director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash payment is made. Each non-employee director who joins our Board, upon the date of his or her initial election or appointment to be a non-employee director, is granted an equity award having an aggregate target grant value of $450,000 (the “Initial Grant”) in the form of any of the following or a combination thereof, as determined by the Board in its sole discretion on or before the applicable grant date: RSUs, Options and/or DDSUs (collectively, the “Award Options”), each pursuant and subject to the terms of the Option Plan, PR Plan and DDSU Plan, as applicable. However, the Board does not intend to grant DDSUs going forward. Each Initial Grant vests over a three-year period, subject to the non-employee director’s continuous service as a member of the Board through each such vesting date. Initial Grants in the form of RSUs vest in three equal annual installments over such three-year period; provided, that in the event that a non-employee director’s continuous service as a member of the Board terminates for any reason other than for cause after the first anniversary of the grant date, a portion of the Initial Grant RSUs that would have vested on the next annual vesting date following the date of departure will immediately vest in full as of the date of termination of service, prorated based on a fraction, the numerator of which is the number of days elapsed from the prior vesting date through the date of termination of service, and the denominator of which is 365 (or 366, as applicable). Initial Grants in the form of options or DDSUs vest with respect to one-third (1/3) of the Initial Grant on the one-year anniversary of the grant date, with the remaining portion of the Initial Grant vesting in equal monthly installments thereafter. On the date of each annual shareholder meeting of the Company, each non-employee director who (a) has served as a director of the Company for at least six (6) months as of the date of such annual shareholder meeting, and (b) continues to serve as a non-employee director following such annual shareholder meeting (excluding any non-employee director who is first appointed or elected by the Board at such annual shareholder meeting) will be granted an annual award, in any of the aforementioned award forms as determined by the Board in its sole discretion, having an aggregate target grant value of $180,000 (the “Annual Grant”). The Annual Grant vests over a one-year period measured from the grant date, or in any event no later than the date immediately prior to the next annual shareholder meeting, subject in any case to the Eligible Director’s (as defined in the Policy) continuous service as a member of the Board through such vesting date. Annual Grants in the form of RSUs vest in four equal quarterly installments measured from the grant date; Annual Grants in the form of Options or DDSUs vest in twelve equal monthly installments measured from the grant date. All options granted in an Initial Grant or Annual Grant are nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Option Plan) of the underlying common shares on the prior trading day before the grant date, and a term of ten years from the grant date (subject to earlier termination in connection with a termination of service, as provided in the Option Plan and applicable stock option grant notice and award agreement). All DDSUs granted are to be settled in cash upon the termination of the directorship (with each DDSU representing the right to receive the cash equivalent of the fair market value of one ordinary share). The fair market value of an ordinary share is equal to the volume weighted average trading price of an ordinary share on Nasdaq for the five business days immediately preceding the DDSUs vesting date. The DDSUs granted will expire no later than 90 days after the director’s termination date or such other reasonable time as may be determined by the administrators of the Directors Deferred Share Unit Plan. Each Initial Grant and Annual Grant vest as follows upon a Change in Control or Change of Control (as defined in each of the Option Plan, PR Plan or DDSU Plan, as applicable), subject, in each case, to the non-employee director’s continuous service as a member of the Board through the date of such Change in Control or Change of Control (as applicable): (a) with respect to any non-employee director who has less than one (1) year of continuous service as a member of the Board on the date of such Change in Control or Change of Control, the portion of each Initial Grant and/or Annual Grant held by such non-employee director will vest as would have vested through the one (1) year anniversary of the applicable grant date, had the non-employee director provided continuous service as a member of the Board through such date; and (b) with respect to any non-employee director who has one (1) or more years of continuous service as a member of the Board on the date of such Change in Control or Change of Control, each Initial Grant and/or Annual Grant held by such Eligible Director will vest in full.

  50. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

    INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS None of our directors, executive officers, employees, former directors, former executive officers or former employees, and none of their associates, is indebted to us or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by us.

  51. IV. Director Compensation

    IV. Director Compensation The Compensation Committee will review and recommend to the Board the type and amount of director compensation for Board and committee service for non-employee directors in accordance with applicable legal and regulatory guidelines. Compensation for non-employee directors and committee members should be designed to be consistent with market practices of similarly situated companies. In determining compensation, the Board will consider the impact of such compensation on each non-employee director’s independence and objectivity.