DEF 14A of Maxcyte, Inc.
Filed Apr 28, 2025 · FY20240001104659-25-040269
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS MaxCyte’s Board is divided into three classes. Each class has a three-year term. The Board presently has nine members. There are three directors in Class I whose term of office expires in 2025. Each of the three nominees listed below is currently a director of the Company. Mr. Al-Wakeel and Ms. Hemrajani were previously elected by stockholders. Mr. Masoud, our President and Chief Executive Officer, is standing for election by our stockholders for the first time. If elected at the Annual Meeting, each of these three nominees would serve until the 2028 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal. Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. The following is a brief biography of each nominee for director and each director whose term will continue after the Annual Meeting, including a discussion of the specific experience, qualifications, attributes, or skills of each nominee and continuing director that led the Nominating and Corporate Governance Committee of our Board (the “N&CG Committee”) to recommend that person as a nominee for director or that describes the reasons as to why the Company believes that the director should continue to serve on the Board. The N&CG 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 the Company’s business. To that end, the N&CG 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 N&CG Committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the N&CG Committee may also take into account gender, age and ethnic diversity.
Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting
Maher Masoud, age 50
Maher Masoud, age 50 Maher Masoud was named President and Chief Executive Officer of MaxCyte in January 2024. He brings more than 25 years of experience in the biopharmaceutical industry, most recently through his service as Executive Vice President, Head of Global Business Development and Chief Counsel at MaxCyte from January 2020 to January 2024. He also served as MaxCyte’s Vice President of Legal from 2017 to January 2020 and as our Corporate Secretary from July 2021 to December 2023. Mr. Masoud started his biopharmaceutical career as a research associate at Glen Research, a Maravai company, before joining Human Genome Sciences as a director and Corporate Counsel, overseeing legal activities for the company’s global clinical trials, until its acquisition by GlaxoSmithKline in August 2012. Prior to joining MaxCyte, he oversaw the operations of six business subsidiaries at Wellstat, a life science holding company. During his tenure at Human Genome Sciences and Wellstat, Mr. Masoud supported the launch of three therapies approved by the U.S. Food and Drug Administration, Benlysta®, Vistogard® and Xuriden®. Mr. Masoud earned his Juris Doctor degree from Michigan State University College of Law after completing his Bachelor of Science degree in cell and molecular biology and genetics at the University of Maryland. Our Board believes that Mr. Masoud’s extensive experience in the life sciences industry and perspective as our President and Chief Executive Officer qualifies him to serve as a director.
Yasir Al-Wakeel, BM BCh, age 43
Yasir Al-Wakeel, BM BCh, age 43 Yasir Al-Wakeel has served on our Board since 2021. Dr. Al-Wakeel has served as an entrepreneur in residence at SR One, a biotechnology venture capital firm, since September 2024. Dr. Al-Wakeel previously served as Chief Executive Officer of Addition Therapeutics, a developer of RNA-only therapeutics, from September 2023 to September 2024. Dr. Al-Wakeel previously served as Chief Financial Officer and Head of Corporate Development of Kronos Bio, Inc., a clinical-stage biopharmaceutical company developing therapeutics that target the dysregulated transcription that causes cancer, from August 2020 to September 2023. Dr. Al-Wakeel previously served as the Chief Financial Officer of Neon Therapeutics, Inc., a biotechnology company developing novel neoantigen-based T-cell therapies, from 2017 to May 2020. Previously, Dr. Al-Wakeel served as the Chief Financial Officer and Head of Corporate Development at Merrimack Pharmaceuticals, Inc. from 2015 until 2017. Dr. Al-Wakeel previously served in various capacities at Credit Suisse, an investment banking firm, from 2008 to 2015. While at Credit Suisse, Dr. Al-Wakeel was Director of Healthcare Investment Banking, focused on biotechnology, and, prior to that role, he was an Equity Research Analyst covering the biotechnology and specialty pharmaceuticals sectors. Before joining Credit Suisse, Dr. Al-Wakeel was a practicing physician, holding both clinical and academic medical posts. Dr. Al-Wakeel currently serves as a director of the publicly held company Vicore Pharma AB. Dr. Al-Wakeel received his BM BCh (Doctor of Medicine and Surgery) from Oxford University and his M.A. in theology from Cambridge University. Our Board believes that Dr. Al-Wakeel’s significant scientific and finance background qualifies him to serve as a director.
Rekha Hemrajani, age 55
Rekha Hemrajani, age 55 Rekha Hemrajani has served on our Board since 2021. Ms. Hemrajani served as Chief Executive Officer and a director of Jiya Acquisition Corporation, a publicly held special purpose acquisition company, from its inception in August 2020 until November 2022. She previously served as President and Chief Executive Officer and a director of Aravive, Inc., a publicly held clinical-stage biotechnology company, from January 2020 to April 2020. From March 2019 to September 2019, Ms. Hemrajani served as the Chief Operating Officer and Chief Financial Officer of Arcus Biosciences, a biotechnology company. From 2016 to March 2019, she served as Chief Operating Officer of FLX Bio, Inc. (now RAPT Therapeutics, Inc.), a biotechnology company. From 2015 to 2016, Ms. Hemrajani served as Chief Financial Officer and Senior Vice President of Business and Financial Operations at 3-V Biosciences, Inc. (now Sagimet Biosciences, Inc.), a biotechnology company. From 2013 to 2015, Ms. Hemrajani advised privately held companies on strategic corporate development and financing activities at Ravinia Consulting, a consulting firm she founded. Ms. Hemrajani currently serves as a director of the publicly held companies ALX Oncology Holdings Inc. and BioAge Labs, and within the past five years also served as a director of the publicly held companies Adverum Biotechnologies, Inc. and Jiya Acquisition Corp. She holds a B.S. in Economics and Computer Science from the University of Michigan and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. Our Board believes Ms. Hemrajani is qualified to serve as a director due to her executive and financial experience at multiple companies in the biopharmaceutical and biotechnology industries. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Class II Directors Continuing in Office Until the 2026 Annual Meeting
Class II Directors Continuing in Office Until the 2026 Annual Meeting
Stanley C. Erck, age 77
Stanley C. Erck, age 77 Stanley Erck has served on our Board since 2005. Mr. Erck served as president and chief executive officer of Novavax, Inc., a biotechnology company that develops vaccines to counter serious infectious diseases, from 2011, and as a director of Novavax from 2009, until his retirement from these positions in January 2023. Mr. Erck previously served as executive chairman of Novavax from 2010 to 2011 and interim chief financial officer from 2017 to 2018. From 2000 to 2008, Mr. Erck served as president and chief executive officer of Iomai Corporation, a developer of vaccines and immune system therapies, which was acquired in 2008 by Intercell AG. He also previously held leadership positions at Procept, a publicly traded immunology company, Integrated Genetics, now Sanofi Genzyme and Baxter International. Mr. Erck received a B.S. in economics from the University of Illinois and an M.B.A. from the University of Chicago. During his tenure as chief executive officer of Novavax, Mr. Erck led the company from preclinical development through global commercialization with first year revenues of over $2 billion. Our Board believes Mr. Erck’s public company board experience and extensive knowledge and experience in the biotechnology industry qualify him to serve as a director.
Patrick J. Balthrop, age 68
Patrick J. Balthrop, age 68 Patrick Balthrop has served on our Board since 2022. Mr. Balthrop has more than three decades of experience in the healthcare sector, particularly in diagnostics, life science tools and medical devices. From 2004 until his retirement in 2014, Mr. Balthrop was President, Chief Executive Officer and a director of Luminex Corporation, a publicly held life science tools and molecular diagnostics company. From 2002 to 2004, he served as president of Fisher Healthcare, now a division of Thermo Fisher Scientific, Inc. He previously served for more than 20 years in roles of increasing responsibility with Abbott Laboratories, including as head of Abbott Vascular and Corporate VP of Worldwide Operations for Abbott Diagnostics. He currently serves as chairman of the board of the privately held life sciences companies Agendia, Inc. and Discovery Life Sciences, as director of the privately held contract research and manufacturing company Ascential Technologies, and as director of the privately held life sciences company Pattern Biosciences. Within the past five years, he served as a director of the publicly held diagnostics company Oxford Immunotec Global PLC, including as its chairman from June 2019 until March 2021. He also served as a member of the board of directors of Personalis, Inc., a publicly held cancer genomics company, from 2015 until March 2021. In 2015, Mr. Balthrop founded and has since served as Principal of Apalachee Ventures, LLC (“Apalachee”), an investment and advisory firm. He also serves as executive adviser to Water Street Healthcare Partners, a healthcare-focused private equity firm. Mr. Balthrop holds a B.S. in Biology from Spring Hill College and an M.B.A. from the Kellogg School of Management at Northwestern University. Our Board believes Mr. Balthrop’s public company board experience and extensive knowledge and experience in the biotechnology industry qualify him to serve as a director.
Cynthia Collins, age 67
Cynthia Collins, age 67 Cynthia Collins has served on our Board since October 2024. Ms. Collins has served as Executive Chair and interim CEO of Nutcracker Therapeutics, a contract research, development, and manufacturing organization with a next-generation RNA precision manufacturing platform since February 2025. Previously, she held the role of Chief Executive Officer at Editas Medicine, Inc., a clinical-stage gene editing company, from February 2019 to February 2021, Chief Executive Officer at Human Longevity, Inc., a precision medicine company, from January 2017 to December 2017, Chief Executive Officer/General Manager of General Electric Healthcare’s Cell Therapy and Lab Businesses and General Electric Healthcare’s Clarient Diagnostics from October 2013 to December 2016. She also previously served as Chief Executive Officer of GenVec, a vaccine and gene therapy company, and held various positions at Baxter Healthcare and Abbott Laboratories. Currently, Ms. Collins serves as a member of the board of directors of several healthcare companies, including Codexis, Inc., Alanis Therapeutics, Nutcracker Therapeutics, Certara, DermTech, and Draper Laboratories. Within the past five years, she served as a director of Panavance Therapeutics, Poseida Therapeutics, Inc., Editas Medicine, Inc., Biocare Medical and Triumvira Immunologics. She is also currently a board member of the Alliance for mRNA Medicines. Ms. Collins received a Bachelor of Science in microbiology from the University of Illinois Urbana-Champaign and an MBA from the University of Chicago Booth School of Business. Our Board believes Ms. Collins’ extensive and impressive leadership experience in the fields of cell therapy and genetic medicine qualify her to serve as a director.
Class III Directors Continuing in Office Until the 2027 Annual Meeting
Class III Directors Continuing in Office Until the 2027 Annual Meeting
Richard Douglas, PhD, age 72
Richard Douglas, PhD, age 72 Richard Douglas has served on our Board since 2018 and as our Non-Executive Chairman since October 2021. Dr. Douglas served as the senior vice president of corporate development of Genzyme Corporation where he worked from 1989 until 2011 when Genzyme was acquired by Sanofi. Prior to joining Genzyme, Dr. Douglas served in science and corporate development capacities at Integrated Genetics prior to its acquisition by Genzyme in 1989. Since 2011, Dr. Douglas has served as an adviser to RedSky Partners, a biotechnology-focused advisory firm, and also as executive director of Labyrinth Choir, Inc. He is chairman of the board of directors of the publicly held company Aldeyra Therapeutics, Inc., which he joined in 2016, and has been a board member of Novavax, Inc. since 2010. He has a B.S. in chemistry from the University of Michigan, where he now serves on the National Advisory Board, and a Ph.D. in biochemistry from the University of California, Berkeley. Our Board believes that Dr. Douglas’s significant business experience and scientific background qualify him to serve as a director.
Will Brooke, age 69
Will Brooke, age 69 Will Brooke has served on our Board since 2004. Mr. Brooke retired from Harbert Management Corporation (“HMC”), a U.S. investment management company, in December 2021, having served in various capacities since co-founding HMC in 1993. He most recently served as Executive Vice President and Limited Partner prior to his retirement from HMC and also served as Managing Partner of HMC’s venture capital funds family from 2003 to 2014. Mr. Brooke has been advising and investing in early-stage and growth companies for more than 30 years, and previously served on the boards of numerous pharmaceutical and medical equipment companies such as nContact, Inc., NovaMin Technology, Inc. and Emageon Corporation. Since December 2018 he has also served as a board member of KPX, LLC, an environmental, social and governance advisory firm serving the investment and advisory sectors. Prior to joining HMC, Mr. Brooke practiced law for a decade. Mr. Brooke received a B.S. in Business Management and a J.D. from the University of Alabama. Our Board believes Mr. Brooke’s extensive business experience and deep financial knowledge qualify him to serve as a director.
John Johnston, age 66
John Johnston, age 66 John Johnston has served on our Board since 2016. From 2011 until his retirement from his financial career in 2013, Mr. Johnston served as managing director of institutional sales at Nomura Code Securities Ltd, a brokerage company, and from 2008 to 2011, he was director of sales and trading at the investment bank Seymour Pierce. In 2003, Mr. Johnston founded Revera Asset Management, where he oversaw an investment trust, a unit trust and a hedge fund, which he ran until 2007. Mr. Johnston began his investment career at the Royal Bank of Scotland and previously held positions at investment firms Legg Mason Investors and Murray Johnstone. Within the past five years, Mr. Johnston served as a non-executive director of the publicly held company Midatech Pharma plc (now Biodexa Pharmaceuticals plc). Mr. Johnston received his B.A. in commerce from Abertay University and his M.B.A. from the University of Dundee. Our Board believes Mr. Johnston’s executive leadership and operational experience qualify him to serve as a director.
Board Diversity
Board Diversity The Board Diversity Matrix below provides certain self-identified personal demographic characteristics of our directors.
Board Diversity Matrix
Board Diversity Matrix
Board Diversity Matrix
| Total Number of Directors: | 9 | | | | Female | Male | | Gender Identity | | | | Totals | 2 | 7 | | Demographic Background | | | | Asian | 1 | — | | Middle Eastern | — | 2 | | White | 1 | 5 |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Equity Awards Are an Important Part of Our Compensation Philosophy
Equity Awards Are an Important Part of Our Compensation Philosophy Our Board believes that our future success depends, in large part, on our ability to maintain a competitive position in retaining and motivating our employees, consultants, and directors and that the issuance of equity awards is a key element in accomplishing these goals. The Amendment will allow us to continue to provide equity-based incentives to our eligible employees. Therefore, the Board believes that the Amendment is in the best interests of the Company and its stockholders and recommends a vote in favor of this Proposal 2.
We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable
We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable We continue to believe that equity awards are a vital part of our overall compensation program. However, we recognize that equity awards dilute existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to maximize stockholders’ value by granting the appropriate number of equity incentive awards deemed necessary to attract, reward, and retain employees. The tables below show our overhang and burn rate information.
Overhang
| | As of April 22, 2025 (Record Date) | | Total number of shares subject to outstanding stock options | 15,155,993 | | Weighted-average exercise price of outstanding stock options | $5.56 | | Weighted-average remaining term of outstanding stock options (years) | 6.7 | | Total number of shares subject to outstanding full value awards(1) | 3,486,159 | | Total number of shares available for grant under the 2022 Plan | 3,638,173 | | Total number of shares outstanding | 106,313,718 | | Per-share closing price of common stock as reported on Nasdaq Global Market | $2.73 |
Burn Rate
| | Fiscal Year | | | | | 2024 | 2023 | 2022 | | Total number of shares subject to stock options granted | 1,922,756 | 2,713,395 | 4,408,400 | | Total number of shares subject to full value awards granted | 1,969,024 | 1,043,150 | 662,900 | | Weighted-average number of shares outstanding | 104,849,222 | 103,268,502 | 101,702,664 | | Gross Burn Rate(1) | 3.7% | 3.6% | 5.0% |
Key Plan Features
Key Plan Features The 2022 Plan includes provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices including: • Repricing is not allowed without stockholder approval. The 2022 Plan prohibits the repricing of outstanding stock options and stock appreciation rights and the cancelation of any outstanding stock options or stock appreciation rights that have an exercise or strike price greater than the then-current fair market value of our shares in exchange for cash or other awards under the 2022 Plan without prior stockholder approval. • Stockholder approval is required for additional shares. The 2022 Plan does not contain an annual “evergreen” provision. The 2022 Plan authorizes a fixed number of shares, so that stockholder approval is required to issue any additional shares, allowing our stockholders to have direct input on our equity compensation programs. • Fungible share counting structure. The 2022 Plan contains a “fungible share counting” structure, whereby the number of shares of our common stock available for issuance under the 2022 Plan will be reduced by: (i) one share for each share issued pursuant to an Appreciation Award; and (ii) 1.14 shares for each share issued pursuant to a Full Value Award. This structure allows us to use the share reserve more effectively with regard to the value of each type of award. Under the 2022 Plan, Appreciation Awards consist of stock options and stock appreciation rights, with an exercise price equal to at least 100% of the fair market value on the date of grant, and Full Value Awards consist of all other types of equity-based awards under the 2022 Plan. • No liberal share counting. The following shares will not become available again for issuance under the 2022 Plan: (i) shares that are reacquired or withheld (or not issued) by us to satisfy the exercise or strike price of an Appreciation Award or the purchase price of a Full Value Award; (ii) shares that are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with an Appreciation Award or Full Value Award; (iii) shares repurchased by us on the open market with the proceeds of the exercise or strike price of an Appreciation Award or the purchase price of a Full Value Award; and (iv) in the event that a stock appreciation right is settled in shares of common stock, the gross number of shares of common stock subject to the award. • Minimum vesting provision. No award may vest (and/or, if applicable, be exercisable) until at least 12 months following the date of grant of the award; provided, however, that up to 5% of the share reserve may be subject to awards that do not meet such vesting (and/or, if applicable, exercisability) requirements. • Restrictions on dividends. The 2022 Plan provides that (i) no dividends or dividend equivalents may be paid with respect to any shares of our common stock subject to an equity award before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable equity award agreement (including any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest. Dividends or dividend equivalents may not be paid or credited with respect to stock options and stock appreciation rights. • Equity award vesting for failure to assume employee awards in a corporate transaction or change in control. The 2022 Plan specifically provides that in the event of a corporate transaction or change in control of the Company if the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding equity awards held by employees under the 2022 Plan, or substitute similar equity awards for such outstanding equity awards, then with respect to any such employee equity award that have not been assumed, continued or substituted and that are held by employees whose continuous service has not terminated prior to a Transaction, as defined below, the vesting of such equity awards will be accelerated in full (and with respect to any performance-based equity awards, vesting will be deemed to be satisfied at the target level of performance). Limit on non-employee director compensation. The aggregate value of all cash and equity-based compensation paid or granted by us to any individual for service as a non-employee director of our Board with respect to any fiscal year of the Company will not exceed (i) $900,000 in total value or (ii) in the event such non-employee director is first appointed or elected to the Board during such fiscal year, $1,400,000 in total value, in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. No discounted stock options or stock appreciation rights. All stock options and stock appreciation rights must have an exercise price equal to or greater than the fair market value of our shares on the date the stock option or stock appreciation right is granted. • Awards subject to forfeiture/clawback. Awards granted under the 2022 Plan are subject to recoupment in accordance with the Amended and Restated Incentive Compensation Recoupment Policy that we adopted in November 2023, which policy is designed to comply with Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608. • Administration by independent committee. The 2022 Plan will be administered by the members of our Compensation Committee, all of whom are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and “independent” within the meaning of the Nasdaq listing standards.
Description of the 2022 Plan
Description of the 2022 Plan The material features of the 2022 Plan, as amended by the Amendment, are described below. This summary is, however, qualified in its entirely by and subject to the full text of the 2022 Plan, as proposed to be amended by the Amendment, which is attached as Appendix A-1. For ease of reference, the marked copy of the 2022 Plan attached as Appendix A-2 shows the proposed changes of the Amendment with the added text underlined. Stockholders are urged to read the actual text of the 2022 Plan and the Amendment in its entirety. General. The 2022 Plan provides for the grant of incentive stock options to our employees and employees of certain affiliates, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of stock awards to our employees, directors and consultants and the employees and consultants of our affiliates. Eligibility. Participants in the 2022 Plan consist of such employees, non-employee directors, and consultants of the Company and its affiliates as selected by the plan administrator. As of March 31, 2025, we had 118 employees, which is inclusive of individuals employed through third-party employer-of-record and eight non-employee directors who would be eligible to receive grants under the 2022 Plan if selected by the plan administrator. Authorized Shares and Share Counting Provisions. Subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our common stock that may be issued under the 2022 Plan, as amended by the Amendment, will not exceed the sum of (i) 2,950,000 new shares, plus (ii) 2,300,000 shares approved by our stockholders at our 2024 Annual Meeting, plus (ii) 6,069,000 shares approved by our stockholders at our 2023 Annual Meeting, plus (iii) the 1,928,000 shares originally reserved under the 2022 Plan, plus (iv) the number of unallocated shares remaining available for grant under the LTIP as of the original effective date of the 2022 Plan, plus (v) the Prior Plans’ Returning Shares, as such shares become available from time to time. The number of shares available for issuance under the 2022 Plan will be reduced by: (a) one share for each share issued pursuant to an Appreciation Award; and (b) 1.14 shares for each share issued pursuant to a Full Value Award. The number of shares available for issuance under the 2022 Plan will be increased by: (A) one share for each share subject to an Appreciation Award that returns from the LTIP, Inducement Plan or 2022 Plan; and (B) 1.14 shares for each Prior Plans’ Returning Share or the 2022 Plan Returning Share (as defined below) subject to a Full Value Award. The aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 37,200,000 shares. The following actions will not result in an issuance of shares under the 2022 Plan and accordingly do not reduce the number of shares subject to the share reserve and available for issuance under the 2022 Plan: (i) the expiration or termination of any portion of an award without the shares covered by such portion of the award having been issued; or (ii) the settlement of any portion of an award granted under the 2022 Plan in cash. The following shares of our common stock (collectively, the “2022 Plan Returning Shares”) will become available again for issuance under the 2022 Plan: any shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares. The following shares of our common stock will not become available again for issuance under the 2022 Plan: (1) any shares that are reacquired or withheld (or not issued) by the Company to satisfy the exercise or strike price of an Appreciation Award or the purchase price of a Full Value Award; (2) any shares that are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with an Appreciation Award or a Full Value Award; (3) any shares repurchased by us on the open market with the proceeds of the exercise or strike price of an Appreciation Award or the purchase price of a Full Value Award; and (4) in the event that a stock appreciation right is settled in shares of common stock, the gross number of shares of common stock subject to such award. Plan Administration. Our Board, or a duly authorized committee of our Board, administers the 2022 Plan. Our Board may also delegate to one or more of our officers the authority to (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2022 Plan, our Board has the authority to determine the terms of awards, including recipients, the exercise, purchase or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the award and the terms of the award agreements. No Repricing Without Stockholder Approval. Under the 2022 Plan, the plan administrator does not have the authority to reprice any outstanding stock option or stock appreciation right by reducing the exercise or strike price of the stock option or stock appreciation right or to cancel any outstanding stock option or stock appreciation right that has an exercise or strike price greater than the then-current fair market value of our common stock in exchange for cash or other stock awards without obtaining the approval of our stockholders. Such approval must be obtained within 12 months prior to such an event. Minimum Vesting Requirements. Under the 2022 Plan, no award may vest (and/or, if applicable, be exercisable) until at least 12 months following the date of grant of the award; provided, however, that up to 5% of the share reserve may be subject to awards that do not meet such vesting (and/or, if applicable, exercisability) requirements. Dividends and Dividend Equivalents. The 2022 Plan provides that dividends or dividend equivalents may be paid or credited with respect to any shares of our common stock subject to an award, as determined by the plan administrator and contained in the applicable award agreement; provided, however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest. Dividends or dividend equivalents may not be paid or credited with respect to stock options and stock appreciation rights. Stock Options. Incentive stock options and nonstatutory stock options are granted pursuant to stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the 2022 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of a share on the date of grant. Options granted under the 2022 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.
Description of the 2022 Plan
Restricted Stock Unit Awards. Restricted stock unit awards are granted pursuant to restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our Board, or a duly authorized committee of our Board, and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator or in any other form of consideration set forth in the restricted stock unit award agreement. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited upon the participant’s cessation of continuous service for any reason. Restricted Stock Awards. Restricted stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past services to us or any other form of legal consideration that may be acceptable to our Board, or a duly authorized committee of our Board, and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship with us ceases for any reason, we may receive through a forfeiture condition or a repurchase right any or all of the shares held by the participant that have not vested as of the date the participant terminates service with us. Stock Appreciation Rights. Stock appreciation rights are granted pursuant to stock appreciation grant agreements adopted by the plan administrator. The plan administrator determines the purchase price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of a share on the date of grant. A stock appreciation right granted under the 2022 Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator. Performance Awards. The 2022 Plan permits the grant of performance-based stock and cash awards. Our Compensation Committee may structure awards so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to our shares. The plan administrator will set the number of shares under the stock award and all other terms and conditions of such awards. Changes to Capital Structure. In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the 2022 Plan, (2) the class and maximum number of shares that may be issued upon the exercise of incentive stock options, and (3) the class and number of shares and exercise price, strike price or purchase price, if applicable, of all outstanding stock awards.
Corporate Transaction and Change in Control
Corporate Transaction and Change in Control The following provisions will apply to outstanding awards under the 2022 Plan in the event of a corporate transaction (as defined in the 2022 Plan and described below) or a change in control (as defined in the 2022 Plan and described below) (each, a “Transaction”), unless otherwise provided in the instrument evidencing the award, in any other written agreement between us or one of our affiliates and the participant, or in our director compensation policy. In the event of a Transaction, any surviving or acquiring corporation (or its parent company) may assume or continue any or all outstanding awards under the 2022 Plan, or may substitute similar stock awards for such outstanding awards (including, but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Transaction), and any reacquisition or repurchase rights held by the Company in respect of shares issued pursuant to any outstanding awards under the 2022 Plan may be assigned by the Company to the surviving or acquiring corporation (or its parent company). In the event of a Transaction in which the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding awards under the 2022 Plan, or substitute similar stock awards for such outstanding awards, then with respect to any such awards that have not been assumed, continued or substituted and that are held by participants whose continuous service has not terminated prior to the effective time of the Transaction (the “Current Participants”), the vesting (and exercisability, if applicable) of such awards will be accelerated in full (and with respect to any such awards that are subject to performance-based vesting conditions or requirements, vesting will be deemed to be satisfied at the target level of performance to a date prior to the effective time of the Transaction (contingent upon the closing or completion of the Transaction)) as the plan administrator will determine, and such awards will terminate if not exercised (if applicable) prior to the effective time of the Transaction in accordance with the exercise procedures determined by the plan administrator, and any reacquisition or repurchase rights held by the Company with respect to such awards will lapse (contingent upon the closing or completion of the Transaction). In the event of a Transaction in which the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding awards under the 2022 Plan, or substitute similar stock awards for such outstanding awards, then with respect to any such awards that have not been assumed, continued or substituted and that are held by participants other than the Current Participants, such awards will terminate if not exercised (if applicable) prior to the effective time of the Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such awards will not terminate and may continue to be exercised notwithstanding the Transaction. In the event any outstanding award under the 2022 Plan held by a participant will terminate if not exercised prior to the effective time of a Transaction, the plan administrator may provide that the participant may not exercise such award but instead will receive a payment, in such form as may be determined by the plan administrator, equal in value to the excess, if any, of (i) the value of the property the participant would have received upon the exercise of such award immediately prior to the effective time of the Transaction, over (ii) any exercise price payable by the participant in connection with such exercise. For purposes of the 2022 Plan, a “corporate transaction” generally will be deemed to occur in the event of the consummation of: • a sale or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries; • a sale or other disposition of at least 50% of the outstanding securities of the Company; • a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or • a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of common stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. For purposes of the 2022 Plan, a “change in control” generally will be deemed to occur in the event: • a person, entity or group acquires, directly or indirectly, our securities representing more than 50% of the combined voting power of our then outstanding securities, other than by virtue of a merger, consolidation, or similar transaction; • there is consummated a merger, consolidation, or similar transaction and, immediately after the consummation of such transaction, our stockholders immediately prior thereto do not own, directly or indirectly, more than 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving entity in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such transaction; • there is consummated a sale or other disposition of all or substantially all of our consolidated assets, other than a sale or other disposition to an entity in which more than 50% of the entity’s combined voting power is owned by our stockholders in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such sale or other disposition; or • a majority of our Board becomes comprised of individuals whose nomination, appointment, or election was not approved by a majority of the Board members or their approved successors. Transferability. A participant may not transfer a stock option or stock appreciation right under the 2022 Plan other than by will, the laws of descent and distribution or as otherwise provided under the 2022 Plan. Plan Amendment or Termination. Our Board has the authority to amend, suspend or terminate the 2022 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our stockholders under Nasdaq listing rules. No incentive stock options may be granted after the tenth anniversary of the date our Board initially adopted the 2022 Plan. No stock awards may be granted under the 2022 Plan while it is suspended or after it is terminated.
Nonstatutory Stock Options
Nonstatutory Stock Options Generally, there is no taxation upon the grant of a nonstatutory stock option if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. On exercise, an optionholder will recognize ordinary income equal to the excess, if any, of the fair market value on the date of exercise of the stock over the exercise price. If the optionholder is employed by us or one of our affiliates, that income will be subject to withholding taxes. We (or the affiliated employer) will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the optionholder, subject to any applicable deduction limitations under Section 162(m) of the Code.
Incentive Stock Options
Incentive Stock Options The 2022 Plan provides for the grant of stock options that qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, an optionholder generally is not subject to ordinary income tax upon the grant or exercise of an incentive stock option (“ISO”) (although, in certain circumstances, there may be an item of adjustment included for alternative minimum tax purposes). If the optionholder holds a share received on exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the holder’s tax basis in that share will be long-term capital gain or loss. If, however, an optionholder disposes of a share acquired on exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the optionholder generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date the ISO was exercised over the exercise price. We are not allowed an income tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired on exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we (or the affiliated employer) are generally allowed a deduction in an amount equal to the ordinary income includible in income by the optionholder, subject to any applicable deduction limitations under Section 162(m) of the Code.
Restricted Stock Awards
Restricted Stock Awards Generally, the recipient of a restricted stock award (i.e., stock subject to a substantial risk of forfeiture, such as a vesting requirement that the employee work for a period of time in order to have the right to sell the stock) will not recognize income until the substantial risk of forfeiture lapses, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date the substantial risk of forfeiture lapses over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service under Section 83(b) of the Code within 30 days following his or her receipt of the stock award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock. We (or the affiliated employer) will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock award (upon grant or lapse of the substantial risk of forfeiture), subject to any applicable deduction limitations under Section 162(m) of the Code.
Restricted Stock Unit Awards
Restricted Stock Unit Awards Generally, the recipient of a stock unit structured to conform to the requirements of Section 409A of the Code or an exception to Section 409A of the Code will recognize ordinary income at the time the stock is delivered equal to the excess, if any, of any cash received or the fair market value of the shares received over any amount paid by the recipient in exchange for the shares. We (or the affiliated employer) will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock award, subject to the deduction limitations under Section 162(m) of the Code.
Plan Benefits under 2022 Plan
| Name and position | Stock Options Granted | Weighted Average Exercise Price | Restricted Stock Units Granted | Performance Stock Units Granted | | Maher Masoud President, Chief Executive Officer | 867,500 | $3.94 | — | 747,500 | | Douglas Swirsky Chief Financial Officer | 725,000 | 4.00 | 118,750 | 68,750 | | Ali Soleymannezhad Chief Commercial Officer | 521,800 | 3.81 | 60,650 | 50,250 | | Thomas Ross Former Executive Vice President, Global Sales | 220,000 | 4.24 | 25,000 | 25,000 | | All current executive officers as a group (4 persons) | 2,294,425 | 3.94 | 248,438 | 893,538 |
Plan Benefits under 2022 Plan
| Name and position | Stock Options Granted | Weighted Average Exercise Price | Restricted Stock Units Granted | Performance Stock Units Granted | | All current directors who are not executive officers as a group (8 persons) | 1,074,005 | 4.68 | 179,881 | — | | All employees, including all current officers who are not executive officers, as a group (approximately 167 persons) | 5,760,173 | 4.16 | 3,787,160 | 1,105,776 |
Securities Authorized for Issuance Under Equity Compensation Plans
Securities Authorized for Issuance Under Equity Compensation Plans The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2024.
Securities Authorized for Issuance Under Equity Compensation Plans
| | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) | | Equity compensation plans approved by security holders | | | | | 2022 Equity Incentive Plan | 7,650,662 | $6.29 | 6,946,431 | | Long-Term Incentive Plan | 6,060,785 | $5.19 | — | | Equity compensation plans not approved by security holders | | | | | Inducement Plan(1) | 294,938 | $5.74 | — | | Total | 14,006,385 | $5.80 | 6,946,431 |
Securities Authorized for Issuance Under Equity Compensation Plans
(1) In December 2021, the Board adopted the Inducement Plan, which is a non-stockholder approved stock plan adopted pursuant to the “inducement exception” provided under Nasdaq listing rules. Simultaneous with approval of the 2022 Plan, we retired the Inducement Plan.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our NEOs for the fiscal years ended December 31, 2024 and, to the extent required by SEC disclosure rules, December 31, 2023.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total $ | | Maher Masoud President and Chief Executive Officer | 2024 | 590,000 | 1,724,000 | 897,294 | 389,400 | 10,604 | 3,611,298 | | | 2023 | 450,000 | — | 239,381 | 186,600 | 14,384 | 890,365 | | Douglas Swirsky, Chief Financial Officer | 2024 | 460,000 | 484,875 | 501,142 | 224,078 | 16,479 | 1,686,574 | | | 2023 | 326,129 | — | 684,923 | 161,500 | 17,382 | 1,189,934 | | Ali Soleymannezhad(4) Chief Commercial Officer | 2024 | 435,833 | 177,536 | 184,097 | 213,286 | 11,081 | 1,021,833 | | Thomas Ross(5) Former Executive Vice President, Global Sales | 2024 | 448,000 | 215,500 | 222,730 | 240,800 | 14,771 | 1,141,801 |
2024 Summary Compensation Table
(1) Amounts reported represent the aggregate grant date fair value of the time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and stock options granted to our NEOs during the indicated year, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”). The fair value of the RSU and PSU awards is based on the closing stock price as of the date of grant and, in the case of the PSU awards, is calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. Assuming the highest level of performance is achieved for the PSUs, the maximum grant date fair value for the PSU awards granted to the NEOs would be as follows: Mr. Masoud, $2,155,000; Mr. Swirsky, $168,360; Mr. Soleymannezhad, $84,180; and Mr. Ross, $134,688. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Notes 2 and 4 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. This amount does not reflect the actual economic value that may be realized by the NEOs upon the exercise of the options or the sale of the underlying shares. (2) Represents amounts paid pursuant to our annual incentive compensation program, described below. (3) For 2024, consists of matching contributions under our 401(k) plan paid by us during 2024 and, for 2024, tax reimbursements received by each NEO relating to a Company-wide gift program available to all Company employees that the NEOs participated in through the first quarter of 2024. (4) Mr. Soleymannezhad was not an NEO prior to 2024. In September 2024, Mr. Ross ceased serving as an executive officer of the Company and served in a non-executive officer role through January 31, 2025 at which time he commenced service as a consultant to the Company. Mr. Ross was not an NEO prior to 2024.
2024 Outstanding Equity Awards at Fiscal Year End
2024 Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding stock options, RSUs and PSUs held by our NEOs as of December 31, 2024.
2024 Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | | Maher Masoud | 35,000 | — | 2.93 | 7/18/2028 | — | — | — | — | | | 46,100 | — | 2.14 | 3/4/2029 | — | — | — | — | | | 46,100 | — | 1.64 | 1/20/2030 | — | — | — | — | | | 75,000 | — | 1.87 | 2/25/2030 | — | — | — | — | | | 95,833 | 4,167(2) | 12.55 | 2/16/2031 | — | — | — | — | | | 8,333 | 1,667(3) | 16.63 | 8/9/2031 | — | — | — | — | | | 70,833 | 29,167(4) | 6.32 | 2/25/2032 | — | — | — | — | | | 97,625 | 44,375(5) | 7.12 | 3/25/2032 | — | — | — | — | | | 52,500 | 67,500(6) | 4.19 | 3/20/2033 | — | — | — | — | | | — | 400,000(7) | 4.42 | 1/02/2034 | — | — | — | — | | | — | — | — | — | — | — | 400,000(15) | 1,664,000(15) | | Douglas Swirsky | 153,125 | 196,875(8) | 4.11 | 3/27/2033 | — | — | — | — | | | — | 225,000(9) | 4.31 | 3/14/2034 | — | — | — | — | | | — | — | — | — | 81,250(13) | 338,000(13) | — | — | | | — | — | — | — | — | — | 31,250(15) | 130,000(15) | | Ali Soleymannezhad | 85,937 | 189,063(10) | 3.82 | 9/10/2033 | — | — | — | — | | | 6,250 | 18,750(11) | 5.02 | 12/10/2033 | — | — | — | — | | | — | 62,500(9) | 4.31 | 3/14/2034 | 15,625(13) | 65,000(13) | — | — | | | — | 20,800(12) | 4.12 | 9/15/2034 | 10,400(14) | 43,264(14) | — | — | | | — | — | — | — | — | — | 15,625(15) | 65,000(15) | | Thomas Ross | 75,000 | — | 2.93 | 7/13/2027 | — | — | — | — | | | 75,000 | — | 2.93 | 7/18/2028 | — | — | — | — | | | 13,868 | — | 2.14 | 3/4/2029 | — | — | — | — | | | 1 | — | 1.64 | 1/20/2030 | — | — | — | — | | | 95,833 | 4,167(2) | 12.54 | 2/16/2031 | — | — | — | — | | | 8,333 | 1,667(3) | 16.63 | 8/9/2031 | — | — | — | — | | | 97,625 | 44,375(5) | 7.12 | 3/25/2032 | — | — | — | — | | | 52,500 | 67,500(6) | 4.19 | 3/20/2033 | — | — | — | — | | | — | 100,000(9) | 4.31 | 3/14/2034 | — | — | — | — | | | — | — | — | — | 25,000(13) | 104,000(13) | — | — | | | — | — | — | — | — | — | 25,000(15) | 104,000(15) |
2024 Outstanding Equity Awards at Fiscal Year End
The exercise price for options granted on or prior to February 16, 2021 have been updated to reflect the exercise price following an adjustment made in 2021 in connection with the Company’s dual listing and which were inadvertently reflected at the prior exercise price in the prior year’s proxy statement. Represents an option to purchase shares of our common stock granted on February 16, 2021. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. (3) Represents an option to purchase shares of our common stock granted on August 9, 2021. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. (4) Represents an option to purchase shares of our common stock granted on February 25, 2022. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. (5) Represents an option to purchase shares of our common stock granted on March 25, 2022. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. (6) Represents an option to purchase shares of our common stock granted on March 20, 2023. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. (7) Represents an option to purchase shares of our common stock granted on January 3, 2024. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. (8) Represents an option to purchase shares of our common stock granted on March 27, 2023. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. (9) Represents an option to purchase shares of our common stock granted on March 15, 2024. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. (10) Represents an option to purchase shares of our common stock granted on September 11, 2023. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. (11) Represents an option to purchase shares of our common stock granted on December 11, 2023. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. (12) Represents an option to purchase shares of our common stock granted on September 16, 2024. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. Represents time-based RSUs. Each RSU represents a contingent right to receive one share of our common stock. Twenty-five percent (25%) will vest on March 15, 2025, and the remainder shall vest in three (3) equal annual installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. The market value for these awards is based on the closing stock price as of December 31, 2024 of $4.16 per share. Represents time-based RSUs. Each RSU represents a contingent right to receive one share of our common stock. Twenty-five percent (25%) will vest on September 16, 2025, and the remainder shall vest in three (3) equal annual installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. The market value for these awards is based on the closing stock price as of December 31, 2024 of $4.16 per share. (15) These PSUs vest upon the Company’s achievement of a specified revenue goal. Vesting may range from 75% to 125% of the target PSUs based on performance, with no vesting if the threshold revenue goal is not achieved, subject to the applicable holder’s continued service over the January 1, 2024 to December 31, 2026 performance period. The market value for these awards is based on the closing stock price as of December 31, 2024 of $4.16 per share.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We have entered into severance agreements with each of the NEOs in connection with his employment with us, which sets forth the terms and conditions of his specified payments and benefits in connection with a termination of employment in certain circumstances. In each case, the officer must sign and not revoke a release of claims in our favor in order to receive these payments and benefits. Our goal in providing these severance and change in control payments and benefits is to offer sufficient cash continuity protection such that the NEOs will focus their full time and attention on the requirements of the business rather than the potential implications of a qualifying employment termination or change in control for their respective positions. We prefer to have certainty regarding the potential severance amounts payable to the NEOs, rather than negotiating severance at the time that an NEO’s employment terminates. We have also determined that accelerated vesting provisions with respect to outstanding equity awards in connection with a qualifying termination of employment in certain circumstances are appropriate because they encourage our NEOs to stay focused on the business in those circumstances, rather than focusing on the potential implications of the termination of employment for them personally. The material terms of the severance agreements we have entered into with our NEOs are summarized below. Maher Masoud We and Mr. Masoud entered into a severance agreement dated January 11, 2021, setting forth the terms of his severance eligibility. In connection with Mr. Masoud’s appointment as our President and Chief Executive Officer effective as of January 1, 2024, the Board approved, at the recommendation of the Compensation Committee, and on December 11, 2023, we and Mr. Masoud entered into, a letter agreement (the “Promotion Letter”) setting forth certain changes to Mr. Masoud’s compensation upon the effectiveness of his promotion. The Promotion Letter modified and amended the terms of Mr. Masoud’s severance agreement. Under the terms of the severance agreement, as modified by the Promotion Letter, if Mr. Masoud is terminated by us other than for “cause” or if he resigns for “good reason” (each such termination, a “Triggering Event”), and if such Triggering Event occurs on or within three months prior to, or 24 months following, a “change of control,” then Mr. Masoud will be eligible to receive a severance amount equal to (a) 18 months of his then current base salary plus (b) 1.5 times his then current “target bonus,” which is defined as greater of (i) the actual bonus amount earned under our annual bonus plan with respect to the calendar year prior to the calendar year in which the termination occurs, (ii) the actual bonus amount earned under our bonus plan for the calendar year in which the termination occurs, or (iii) the target bonus amount under the Company’s bonus plan for the calendar year in which the termination occurs. The foregoing target bonus amount will not be subject to proration, and the severance amount described in the preceding sentence will be paid in equal monthly installments over an 18-month period (the “CIC Severance Period”), subject to standard payroll deductions and withholdings. In the event of a Triggering Event that occurs more than three months prior to or more than 24 months following a change of control, then Mr. Masoud will be eligible to receive a severance amount equal to 12 months of his then current base salary, payable in equal monthly installments over a 12-month period (the “Non-CIC Severance Period”), subject to standard payroll deductions and withholdings. In addition, upon a Triggering Event that occurs on or within 180 days prior to, or 24 months following, a change of control, all of the unvested shares subject to any stock options granted to Mr. Masoud that remain outstanding and would otherwise not be vested and exercisable as of the date of termination will be treated as vested and exercisable as of the date of termination. Upon the occurrence of a Triggering Event, if Mr. Masoud timely elects continued coverage under COBRA for himself and his covered dependents under our group health plans following the date of termination, then we will also pay the federal COBRA (or, if applicable, state continuation coverage) premiums to continue healthcare coverage for Mr. Masoud and his covered dependents for the CIC Severance Period or Non-CIC Severance Period, as applicable, or, if earlier, until the date when he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment or the date on which he ceases to be eligible for COBRA or state continuation coverage for any reason. Douglas Swirsky We and Mr. Swirsky entered into a severance agreement dated March 27, 2023, setting forth the terms of Mr. Swirsky’s severance eligibility. Under Mr. Swirsky’s severance agreement, if Mr. Swirsky is terminated by us other than for “cause” (as defined in the severance agreement), or if he resigns for “good reason” (as defined in the severance agreement), and if such termination or resignation occurred on the date of or within 24 months following a “change of control” (as defined in the severance agreement), then Mr. Swirsky would be eligible to receive (i) payment of his monthly base salary (calculated as his total base salary during the 12 month period prior to his date of termination divided by 12) for the 12 months following his departure (less applicable tax withholdings), (ii) 100% of his “target bonus” (as defined in the severance agreement) (less applicable tax withholdings) paid in monthly installments over 9 months, (iii) COBRA premium coverage for up to 9 months, and (iv) full acceleration of the vesting of the unvested shares subject to his outstanding stock options. Under Mr. Swirsky’s severance agreement, if he is terminated by us other than for “cause,” or if he resigns for “good reason,” and if such termination or resignation occurs at any time prior to a “change of control,” then Mr. Swirsky would be eligible to receive (i) payment of his monthly base salary (calculated as his total base salary during the 12 month period prior to his date of termination divided by 12) for the nine months following his departure (less any amounts paid to Mr. Swirsky during such nine month period under our Short Term or Long Term Disability Plan, and less applicable tax withholdings), (ii) COBRA premium coverage for up to nine months, and (iii) if the termination or resignation occurs within 180 days prior to a “change of control,” then Mr. Swirsky would also have received full acceleration of the vesting of the unvested shares subject to his outstanding stock options. On March 10, 2025, the Board approved, at the recommendation of the Compensation Committee, and the Company entered into, an amendment and restatement Mr. Swirsky’s severance agreement. The amendment and restatement of Mr. Swirsky’s severance agreement provides for generally the same severance entitlements as set forth above, except: (i) “change of control” related severance benefits are provided for qualifying terminations within the three-month period prior to a “change of control” and ending on the twenty-four month anniversary of the “change of control;” (ii) expands the protections for equity award vestings to include all outstanding equity awards rather than only stock options, with vesting for performance-based equity awards deemed achieved at target; (iii) eliminates the 180-day prior to a “change of control” equity vesting provisions; and (iv) provides for the payment in twelve installments of a severance amount in the event of a CoC Triggering Event (as defined in the amended and restated agreement). Ali Soleymannezhad
Potential Payments Upon Termination or Change in Control
We and Mr. Soleymannezhad entered into a severance agreement dated July 1, 2024 setting forth the terms of Mr. Soleymannezhad’s severance eligibility. Under Mr. Soleymannezhad’s severance agreement, if Mr. Soleymannezhad is terminated by us other than for “cause” (as defined in the severance agreement), or if he resigns for “good reason” (as defined in the severance agreement), and if such termination or resignation occurs within three months prior or within 24 months following a “change of control” (as defined in the severance agreement), then Mr. Soleymannezhad would be eligible to receive (i) payment of his monthly base salary (calculated as his total base salary during the 12-month period prior to his date of termination divided by 12) for the 12 months following his departure (less applicable tax withholdings), (ii) 100% of his “target bonus” (as defined in the severance agreement) (less applicable tax withholdings) paid in monthly installments over 12 months, (iii) COBRA premium coverage for up to 12 months, and (iv) full acceleration of the vesting of the unvested shares subject to his outstanding equity awards. Under Mr. Soleymannezhad’s severance agreement, if he is terminated by us other than for “cause,” or if he resigns for “good reason,” and if such termination or resignation occurs more than three months prior to a “change in control,” then Mr. Soleymannezhad would be eligible to receive (i) payment of his monthly base salary (calculated as his total base salary during the 12-month period prior to his date of termination divided by 12) for the nine months following his departure (less any amounts paid to Mr. Swirsky during such nine-month period under our Short Term or Long Term Disability Plan, and less applicable tax withholdings), (ii) COBRA premium coverage for up to nine months and (iii) if the termination or resignation occurs within three months prior to a “change of control,” then Mr. Soleymannezhad would also have received full acceleration of the vesting of the unvested shares subject to his outstanding equity awards. Thomas Ross Mr. Ross ceased serving as an executive officer on October 10, 2024 and continued as a non-executive employee through January 31, 2025 and assumed the role of a consultant on February 1, 2025. Under the terms of Mr. Ross’s consulting agreement, he will continue to serve as a consultant through March 31, 2026, advising on various sales matters, and will receive a monthly consulting fee of $39,590.
Director Compensation
Director Compensation We have historically provided our non-employee directors with an annual cash retainer as well as additional annual retainers for service as chair of the Board and service as chair or member of the Board’s committees. The fees for committee service are in addition to the annual cash retainer for Board service. Members of committees can receive either a chair or a member retainer for service on the committee, but not both.
Director Compensation
| Position | | Annual Cash Retainer ($) | | Board of Directors | Chair | 80,000 | | | Member | 40,000 | | Audit Committee | Chair | 20,000 | | | Member | 10,000 | | Compensation Committee | Chair | 15,000 | | | Member | 7,500 | | Nominating & Corporate Governance Committee | Chair | 10,000 | | | Member | 5,000 | | Transaction Committee | Member | 10,000 |
Director Compensation
In addition to annual cash retainers, in accordance with our equity grant policy, our non-employee directors are granted options to purchase shares of our common stock under our 2022 Plan in an amount determined by our Board annually. In June 2024, at the time of our 2024 Annual Meeting, each of our then-serving non-employee directors was granted an option to purchase 40,701 shares of our common stock and 21,367 restricted stock units (“RSUs”). In October 2024, in connection with her appointment to the Board, Ms. Collins was granted an option to purchase 97,698 shares of our common stock and 51,679 RSUs. Our non-employee directors are also reimbursed upon request for out-of-pocket expenses incurred in connection with their attendance at Board meetings.
2024 Director Compensation Table
2024 Director Compensation Table The following table sets forth information regarding the compensation earned for service on our Board in 2024 by our non-employee directors. Maher Masoud, our President and Chief Executive Officer, was also a member of our Board in 2024 but did not receive any additional compensation for service as a director. Information about compensation for Mr. Masoud with respect to 2024 is set forth above under “2024 Summary Compensation Table.”
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards(1)(2) ($) | Total ($) | | Yasir Al-Wakeel | 50,000 | 99,998 | 99,989 | 249,987 | | Patrick J. Balthrop | 55,000 | 99,998 | 99,989 | 254,987 | | Will Brooke | 67,500 | 99,998 | 99,989 | 267,487 | | Cynthia Collins | 10,253 | 199,998 | 199,715 | 409,966 | | Richard Douglas, PhD | 90,000 | 99,998 | 99,989 | 289,987 | | Stanley Erck | 62,500 | 99,998 | 99,989 | 262,487 | | Rekha Hemrajani | 65,000 | 99,998 | 99,989 | 264,987 | | John Johnston | 50,000 | 99,998 | 99,989 | 249,987 | | Art Mandell | 60,000 | 99,998 | 99,989 | 259,987 |
2024 Director Compensation Table
This column reflects the full grant date fair value of RSUs and options, as applicable, granted during the year measured pursuant to ASC 718, the basis for computing stock-based compensation in our financial statements. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model and the fair value of RSUs is based on the closing stock price on the date of grant. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Notes 2 and 4 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. This amount does not reflect the actual economic value that may be realized by the director upon the exercise of the options or the sale of the underlying shares. The following table provides information regarding the aggregate number of option awards and RSUs granted to our non-employee directors that were outstanding as of December 31, 2024:
2024 Director Compensation Table
| Name | Stock Options | Restricted Stock Units | | Yasir Al-Wakeel | 248,301 | 21,367 | | Patrick J. Balthrop | 190,701 | 21,367 | | Will Brooke | 256,101 | 21,367 | | Cynthia Collins | 97,698 | 51,679 | | Richard Douglas, PhD | 249,201 | 21,367 | | Stanley Erck | 276,501 | 21,367 | | Rekha Hemrajani | 248,301 | 21,367 | | John Johnston | 174,918 | 21,367 | | Art Mandell | 276,501 | 21,367 |