DEF 14A of Rezolute, Inc.
Filed Oct 7, 2025 · FY20250001104659-25-097509
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS We currently have seven directors serving on the Board as set forth in the table below. The ages of the directors are shown as of September 22, 2025.
ELECTION OF DIRECTORS
| Name | Age | Position | Date Appointed | | Nevan Charles Elam | 57 | Chief Executive Officer, Principal Financial Officer and Acting Chairman of the Board | January 31, 2013 | | Erik Harris | 55 | Director | March 25, 2025 | | Gil Labrucherie | 54 | Director | November 20, 2019 | | Nerissa Kreher, M.D. | 52 | Director | March 2, 2021 | | Philippe Fauchet | 67 | Director | September 10, 2020 | | Wladimir Hogenhuis, M.D. | 61 | Director | March 2, 2021 | | Young-Jin Kim | 68 | Director | February 10, 2019 |
ELECTION OF DIRECTORS
Each of our current directors has been nominated by the Board for re-election at the Annual Meeting. If elected, each nominee has consented to serve as a director and to hold office until the next annual stockholders’ meeting, until their successor is elected and shall have qualified, or until their earlier death, resignation, removal or disqualification. Mr. Kim and Mr. Elam are not “independent” as that term is defined in Section 5605(a) of Nasdaq listing rules. When considering whether director nominees have the experience, qualifications, attributes and skills to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director. Presented below is biographical information about each nominee as of the date of this Proxy Statement. The information presented includes the nominee’s principal occupation and business experience for the past five years, and the names of other publicly held companies of which he currently serves as a director or has served as a director during the past five years. Nevan Charles Elam. Mr. Elam has served as the Company’s Chief Executive Officer since January 2013. Mr. Elam has also served as the Company’s Acting Chair of the Board since May 2022. Prior to Mr. Elam’s service with Rezolute, he has served various leadership roles throughout his career including as Chief Executive Officer of a European medical device company, co-founder and Chief Financial Officer of a software company, as well as a Senior Vice President at Nektar Therapeutics. Earlier in his career, Mr. Elam was a corporate partner in the law firm of Wilson Sonsini Goodrich & Rosati. He serves as Director of Savara, Inc. Mr. Elam received his Juris Doctorate from Harvard Law School and a Bachelor of Arts from Howard University. We believe that Mr. Elam’s experience advising pharmaceutical companies of their unique legal and regulatory obligations qualifies him to serve on the board. Erik Harris. Mr. Harris has served as the Chief Commercial Officer and Executive Vice President of Ultragenyx Pharmaceutical Inc., a biopharmaceutical company, since June 2019 and served as its Senior Vice President and Head of North American Commercial Operations from July 2017 to June 2019. Prior to Ultragenyx, Mr. Harris spent six years at Crescendo Bioscience, Inc., a molecular diagnostic company, most recently as Vice President of Commercial. Earlier in his career, Mr. Harris served as Vice President of Marketing at InterMune, Inc., a biotechnology company, and also held positions in the commercial organizations at Elan Pharmaceuticals, Inc., Genentech, Inc., and Bristol-Myers Squibb Company. At the start of his professional career, Mr. Harris served as a Lieutenant Commander in Naval Aviation and Congressional Fellow for the United States Navy. Mr. Harris received a Master of Business Administration from the Wharton School of Business and a Bachelor of Science from the United States Naval Academy. We believe that Mr. Harris’s commercial and management experience with life science companies qualifies him to serve as a member of the Board. Gil Labrucherie. Mr. Labrucherie serves as a member of Rezolute, Inc.’s Board of Directors and Chair of the Audit Committee. He brings more than 25 years of senior leadership experience in finance, corporate development, and legal to the Board. Since January 2025, Mr. Labrucherie has served as Chief Financial Officer of Septerna, Inc, a public clinical-stage biotechnology company with a GPCR drug discovery platform and a diverse pipeline of novel oral small molecule drug candidates. From August 2023 to December 2025, he served as the Chief Financial Officer and Chief Business Officer (from May 2024) of Acelyrin, Inc., a public late-stage clinical stage biotechnology company focused on auto-immune conditions. From July 2022 to November 2022, he also served as the Chief Financial Officer of Acelyrin, Inc. From June 2016 to June 2022, Mr. Labrucherie served as the Chief Financial Officer and Chief Operating Officer (from November 2019) of Nektar Therapeutics, a publicly traded biotechnology company. Prior to that, Mr. Labrucherie served in numerous executive leadership roles in high-growth biotechnology and technology companies and began his career as corporate counsel at the law firm of Wilson Sonsini Goodrich & Rosati. Mr. Labrucherie served as a director of Valinor Pharma LLC, a company focused on innovative commercialization of medicines until its acquisition by Grunenthal in July 2024. Mr. Labrucherie received his J.D. from the University of California Berkeley Law School, where he was a member of the California Law Review and Order of the Coif, and received his B.A., with highest honors, from the University of California, Davis. Mr. Labrucherie is a member of the State Bar of California and is a CFA® charterholder. We believe Mr. Labrucherie’s experience as the Chief Operating Officer and Chief Financial Officer of public biotechnology companies and his management background as an executive in different organizations qualify him to serve on the Board. Nerissa Kreher, M.D., M.S., MBA. Dr. Kreher serves as a member of our Board. Since January 2025 she has been Chief Medical Officer of Alltrna. From March 2024 until December 2024, Dr. Kreher served as an interim Chief Medical Officer for Lucy Therapeutics and also was a clinical development consultant for several rare disease biotechnology companies. From December 2020 until February 2024, Dr. Kreher served as Chief Medical Officer of Entrada Therapeutics, Inc. From February 2019 to October 2020, Dr. Kreher served as Chief Medical Officer at Tiburio Therapeutics, Inc., where she was responsible for clinical development, clinical operations, regulatory and patient advocacy. From October 2016 to December 2018, Dr. Kreher served as Chief Medical Officer at Avrobio, Inc., where she oversaw clinical and regulatory development strategy for the Company’s rare disease, ex vivo lentiviral gene therapy pipeline programs. From March 2015 to July 2016, Dr. Kreher served as Global Head (VP) of Clinical and Medical Affairs of Zafgen, Inc., where she was a strategic leader of a cross-functional team charged with creation of global development strategy for beloranib. Dr. Kreher is a board-certified pediatric endocrinologist and holds multiple degrees including her B.S. in biology from University of North Carolina at Chapel Hill, M.D. from East Carolina University, an M.S. in clinical research from Indiana University-Purdue University Indianapolis, and an MBA from Northeastern University Graduate School of Business Administration. We believe Dr. Kreher’s experience in the pharmaceutical industry and her service as an executive and Chief Medical Officer of a range of private and publicly held companies qualify her to serve on the Board. Philippe Fauchet. Mr. Fauchet serves as a member of our Board. Mr. Fauchet has spent more than 35 years in the pharmaceutical industry, most recently as the Chairman of GlaxoSmithKline K.K. from April 2017 to February 2019. Mr. Fauchet joined GlaxoSmithKline K.K. as President & Representative Director in 2010. Previously, he served as Senior Vice President, Corporate Business Development Head of Sanofi-Aventis Group and a member of the Management Committee. Mr. Fauchet is an external director on the board of three Japanese biotech companies and a consultant for various life sciences companies. Mr. Fauchet is a graduate of Hautes Etudes Commerciales in France and received a Bachelor of Law at Paris X University. He is an Honorary Officer of the Order of the British Empire (O.B.E.). We believe Mr. Fauchet’s experience in the pharmaceutical industry as a director, consultant, and advisor qualifies him to serve on the Board.
ELECTION OF DIRECTORS
Wladimir Hogenhuis, M.D., MBA. Dr. Hogenhuis serves as a member of our Board. Dr. Hogenhuis currently serves as CEO of Akodio Therapeutics, a UCSF spin-out developing novel immunotherapies for Multiple Sclerosis. He previously served as Chief Operating Officer of Ultragenyx Pharmaceutical Inc. (NASDAQ: RARE) with responsibilities for global commercial operations, business development, and manufacturing of medicines for patients with rare diseases. Before that, Dr. Hogenhuis served as Senior Vice President and Global Franchise Head, Specialty Pharmaceuticals of GlaxoSmithKline Plc. (LSE/NYSE: GSK), from December 2012 to September 2018. From 1994 to 2012, he served in leadership positions at Merck in the U.S., China, and Europe, where he was responsible for managing the P&L of specialty and cardiovascular care medicines. He also served as a National Institutes of Health Fellow in Medical Decision Making at New England Medical Centre in Boston, and as a Naval Lieutenant Surgeon in the Royal Dutch Navy. Dr. Hogenhuis currently serves on the board of IHP therapeutics, a private US-based company developing novel therapies for sickle cell disease. He previously served as a member of the board of directors of Vision 2020, a global initiative for the elimination of avoidable blindness, a joint program of the World Health Organization and the International Agency for the Prevention of Blindness. Dr. Hogenhuis received his M.D. Cum Laude from the University of Leiden in the Netherlands and received an M.B.A. from the Wharton School of Business at The University of Pennsylvania, Philadelphia. We believe Dr. Hogenhuis’s experience in the pharmaceutical industry and his service on the board of directors of a range of private companies qualify him to serve on the Board. Young-Jin Kim. Mr. Kim serves as a member of our Board and served as Chair of the Board until May 2022. Mr. Kim is Chairman & CEO of Handok Inc. (“Handok”), one of the leading pharmaceutical companies in the Republic of Korea. Mr. Kim also serves as Chairman of the Board of Directors of Genexine Inc. Mr. Kim joined Handok in 1984 and spent two years between 1984 and 1986 working at Hoechst AG in Frankfurt, Germany. Between 1991 and 2005, he served as CEO of Roussel Korea, Hoechst Marion Roussel Korea and Aventis Pharma Korea and also appointed as the Country Manager of Hoechst AG and Aventis in Korea between 1996 and 2005. In 1996, he was appointed as CEO of Handok. Mr. Kim has been serving as President of Handok Jeseok Foundation since 2014. He has also been serving as President of KDG (Korean-German Society) since 2010. Mr. Kim received an MBA at the Kelley School of Business at Indiana University in 1984 and received the award of Distinguished Alumni Fellows from Indiana University. Mr. Kim completed Advanced Management Program at the Harvard Business School in 1996. We believe Mr. Kim’s experience working with pharmaceutical companies qualifies him to serve on the Board.
Information about the Board of Directors
Information about the Board of Directors
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We utilize a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Board. Additionally, our directors are reimbursed for reasonable travel expenses incurred in attending meetings. Presented below is a listing of the individuals that served as directors and the related committee appointments as of June 30, 2025:
DIRECTOR COMPENSATION
| | Committee Appointments | | | | | | | Nominating | | Director Name | Audit | Compensation | and Governance | | Committee Members as of June 30, 2025: | | | | | Erik Harris(1) | | | | | Gil Labrucherie(2) | X | X | X | | Nerissa Kreher(3) | | X | X | | Philippe Fauchet(4) | X | X | X | | Wladimir Hogenhuis(5) | X | X | X | | Young-Jin Kim(6) | | | |
DIRECTOR COMPENSATION
| (1) Mr. Harris was appointed to serve as a member of our Board of Directors on March 25, 2025. |
DIRECTOR COMPENSATION
| (2) Mr. Labrucherie was appointed to serve as a member of our Board of Directors, Compensation Committee, Nominating and Governance Committee, and as chair of our Audit Committee on November 20, 2019. |
DIRECTOR COMPENSATION
| (3) Dr. Kreher was appointed to serve as a member of our Board of Directors, Compensation Committee, and Nominating and Governance Committee on March 2, 2021 and chair of our Nominating and Governance Committee as of July 1, 2022. |
DIRECTOR COMPENSATION
| (4) Mr. Fauchet was appointed to serve as a member of our Board of Directors, Audit Committee, and Nominating and Governance Committee on September 10, 2020. |
DIRECTOR COMPENSATION
| (5) Dr. Hogenhuis was appointed to serve as a member of our Board of Directors, Audit Committee, Nominating and Governance Committee and Compensation Committee on March 2, 2021 and chair of our Compensation Committee as of July 1, 2022. |
DIRECTOR COMPENSATION
| (6) Mr. Young-Jin Kim was appointed to serve as our Chair of the Board of Directors on February 16, 2019. He resigned from this position as Chair in May 2022, but remains a member of our Board of Directors. |
Director Compensation Table
Director Compensation Table Nevan Charles Elam has served as our Chief Executive Officer and a member of our Board of Directors since January 2013. In addition, Mr. Elam has served as Acting Chair of the Board of Directors, since May 2022. Mr. Elam does not receive any additional compensation for serving as a director or as our Acting Chair and therefore has been excluded from the following table. Please refer to the “Executive Compensation” section above for a description of Mr. Elam’s compensation. The following table provides information related to the compensation of the remaining individuals that served as a members of our Board of Directors during the fiscal year ended June 30, 2025:
Director Compensation Table
| | Fees Earned | | | | | | or Paid in | Stock | Option | | | Name | Cash ($) | Awards ($)(7) | Awards ($)(7) | Total ($) | | Erik Harris | 11,250(1) | —(8) | 125,670(10) | 136,920 | | Gil Labrucherie | 74,000(2) | 157,065(9) | 65,093(11) | 296,158 | | Nerissa Kreher | 63,000(3) | 157,065(9) | 65,093(11) | 285,158 | | Philippe Fauchet | 67,500(4) | 157,065(9) | 65,093(11) | 289,658 | | Wladimir Hogenhuis | 71,500(5) | 157,065(9) | 65,093(11) | 293,658 | | Young-Jin Kim | 45,000(6) | 157,065(9) | 65,093(11) | 267,158 |
Director Compensation Table
| (1) Consists of $11,250 for serving as a member of the Board of Directors. |
Director Compensation Table
| (2) Consists of $45,000 for serving as a member of the Board of Directors, $15,000 for serving as Chair of the Audit Committee, $7,000 for serving as a member of the Compensation Committee and $7,000 for serving as a member of the Nominating and Governance Committee. |
Director Compensation Table
| (3) Consists of $45,000 for serving as a member of the Board of Directors, $11,000 for serving as Chair of the Nominating and Governance Committee and $7,000 for serving as a member of the Compensation Committee. |
Director Compensation Table
| (4) Consists of $45,000 for serving as a member of the Board of Directors, $10,000 for serving as a member of the Audit Committee, $7,000 for serving as a member of the Compensation Committee and $7,000 for serving as a member of the Nominating and Governance Committee. |
Director Compensation Table
| (5) Consists of $45,000 for serving as a member of the Board of Directors, $11,000 for serving as Chair of the Compensation Committee, $10,000 for serving as a member of the Audit Committee and $7,000 for serving as a member of the Nominating and Governance Committee. |
Director Compensation Table
| (6) Consist of $45,000 for serving as a member of the Board of Directors. |
Director Compensation Table
| (7) The aggregate grant date fair value for the stock awards (restricted stock units or “RSUs”) and stock option awards is computed in accordance with ASC 718 set forth by the Financial Accounting Standards Board. A discussion of key assumptions made in the valuation of RSUs and stock options is presented in Note 8 to our consolidated financial statements, included in our annual report on Form 10-K for the year ended June 30, 2025. For purposes of this table, the entire fair value of awards is reflected in the year of grant, whereas under ASC 718 the fair value of such awards are generally recognized over the vesting period in our financial statement. |
Director Compensation Table
| (8) No RSUs were granted to this member of the Board of Directors during the fiscal year ended June 30, 2025. |
Director Compensation Table
| (9) Consists of the fair value of RSUs granted on February 16, 2025 for 25,500 shares at $4.61 per share and June 10, 2025 for 9,000 shares at $4.39 per share, to each director identified above. These RSUs vest over one year until March 1, 2026 and July 1, 2026, respectively, when the entire awards will be vested. |
Director Compensation Table
| (10) Consists of the fair value of a stock option granted on March 25, 2025 for 60,000 shares exercisable at $2.89 per share for a period of ten years. These stock options vest ratably over 36 months until March 24, 2028 when the entire award will be vested. |
Director Compensation Table
| (11) Consists of the fair value of a stock options granted on February 16, 2025 for 15,000 shares exercisable at $4.61 per share and June 10, 2025 for 5,000 shares exercisable at $4.39 per share, for a period of ten years from the grant date to each director identified above. These stock options vest over one year until March 1, 2026 and July 1, 2026, respectively, when the entire awards will be vested. |
Director Compensation Table
The aggregate number of outstanding options held by our non-employee directors as of June 30, 2025 was as follows:
Director Compensation Table
| | Shares Underlying | Shares Underlying | | | | Stock Awards Outstanding | Options Outstanding | | | | Unvested | Vested | Unvested | | Erik Harris | — | 5,000 | 55,000 | | Gil Labrucherie | 34,500 | 107,166 | 35,834 | | Nerissa Kreher | 34,500 | 104,166 | 35,834 | | Philippe Fauchet | 34,500 | 104,166 | 35,834 | | Wladimir Hogenhuis | 34,500 | 104,166 | 35,834 | | Young-Jin Kim | 34,500 | 40,000 | 20,000 |
Summary Compensation Table
Summary Compensation Table Our NEOs consist of individuals that served as our principal executive officer during the fiscal year ended June 30, 2025, the next two most highly compensated executive officers who were serving as an executive officers as of June 30, 2025, and our chief commercial officer, who entered into an employment agreement subsequent to June 30, 2025. The following table sets forth information concerning the compensation of Mr. Elam, Dr. Roberts, Mr. Evans, and Dr. Karnawat, our NEOs, during the fiscal years ended June 30, 2025 and 2024:
Summary Compensation Table
| | Fiscal | | | Stock | All Other | | | Name and Position | Year | Salary | Bonus | Awards | Compensation | Total | | Nevan Charles Elam | 2025 | $610,825(1) | $451,662(4) | $1,767,204(6) | $21,418(7) | $2,851,109 | | Chief Executive Officer | 2024 | $550,167(1) | $342,228(5) | $277,032(6) | $23,273(7) | $1,192,700 | | Brian Roberts, M.D. | 2025 | $483,361(2) | $221,988(4) | $667,202(6) | $62,177(8) | $1,434,728 | | Chief Medical Officer | 2024 | $471,572(2) | $195,559(5) | $105,924(6) | $44,904(9) | $817,959 | | Daron Evans | 2025 | $421,458(3) | $231,112(4) | $1,016,452(6) | $46,639(10) | $1,715,661 | | Chief Financial Officer | 2024 | $121,267(3) | $59,734(5) | $201,025(6) | $2,039(11) | $384,065 | | Sunil Karnawat | 2025 | $—(12) | $—(12) | $—(12) | $—(12) | $— | | Chief Commercial Officer | 2024 | $—(12) | $—(12) | $—(12) | $—(12) | $— |
Summary Compensation Table
| (1) Pursuant to the amended and restated employment agreement discussed below, Mr. Elam’s base salary increased to $505,000 on February 15, 2021. On May 25, 2022, Mr. Elam’s base salary was increased to $525,000, with an effective date of January 1, 2022, subsequently increased on January 3, 2023, to $543,375, then increased on January 1, 2024 to $566,959 and subsequently increased to $625,000 on September 15, 2024. Mr. Elam also serves as Acting Chair of our Board of Directors for which no incremental compensation is paid. |
Summary Compensation Table
| (2) Pursuant to the employment agreement discussed below, on February 15, 2021, Dr. Roberts’ base salary increased to $390,000, and subsequently increased to $405,900 on January 1, 2022. On May 25, 2022, Dr. Roberts was appointed by our Board of Directors as our Chief Medical Officer, with a base salary of $450,000 effective June 1, 2022. On January 3, 2023, Dr. Roberts’ base salary was increased to $465,750, then increased to $477,394 on January 1, 2024 and subsequently increased to $489,329 on January 1, 2025. |
Summary Compensation Table
| (3) Pursuant to the offer letter and employment agreement discussed below, effective September 15, 2024, Mr. Evans base salary increased to $460,000. |
Summary Compensation Table
| (4) On February 14, 2025, the Board of Directors approved bonus payments for calendar year 2024 services, if applicable. In February 2025, these cash bonus payments were paid to each executive officer. Only bonus amounts related to the fiscal year ended June 30, 2025 are included in these amounts. As of June 30, 2025, the Company estimated approximately 50% of target bonus amounts had been met for the 2025 calendar performance year and included in this table. Cash payments for 2025 bonuses will be subject to Board of Director approval in early calendar year 2026. |
Summary Compensation Table
| (5) On January 23, 2024, the Board of Directors approved bonus payments for calendar year 2023 services, if applicable. In February 2024, these cash bonus payments were paid to each executive officer. Only bonus amounts related to the fiscal year ended June 30, 2024 are included in these amounts. As of June 30, 2024, the Company estimated approximately 50% of target bonus amounts had been met for the 2024 calendar performance year and included in this table. Cash payments for 2024 bonuses will be subject to Board of Director approval in early calendar year 2025. |
Summary Compensation Table
| (6) The aggregate grant date fair value for stock awards is computed in accordance with ASC 718 set forth by the Financial Accounting Standards Board. A discussion of key assumptions made in the valuation of RSUs and stock options is presented in Note 8 to our consolidated financial statements, included in our annual report on Form 10-K for the year ended June 30, 2025. For purposes of this table, the entire fair value of awards with time-based vesting are reflected in the year of grant, whereas under ASC 718 the fair value of such awards is generally recognized over the vesting period in our financial statements. |
Summary Compensation Table
| (7) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans. |
Summary Compensation Table
| (8) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $44,577, health club fees of $3,600, and matching contributions under our 401(k) Plan of $14,000. |
Summary Compensation Table
| (9) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $27,504, health club fees of $3,600, and matching contributions under our 401(k) Plan of $13,800. |
Summary Compensation Table
| (10) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $22,826 and health club fees of $3,000, and matching contributions under our 401(k) Plan of $20,813. |
Summary Compensation Table
| (11) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $839 and health club fees of $1,200. |
Summary Compensation Table
| (12) Dr. Karnawat entered into an employment agreement with the Company effective August 18, 2025, as discussed below. As such, no compensation was earned by Dr. Karnawat for the fiscal years ended June 30, 2025 and 2024. |
Outstanding Equity Awards
Outstanding Equity Awards As of June 30, 2025, there were no restricted stock awards and no stock options that provide for performance vesting conditions held by any of our NEOs. The following table provides a summary of equity awards outstanding, consisting solely of stock options, for each of our NEOs as of June 30, 2025:
Outstanding Equity Awards
| | | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying | | Option | Option | Number Of | Market Value | | | Grant | Unexercised Options | | Exercise | Expiration | Unvested | Of Unvested | | Name | Date | Exercisable | Unexercisable | Price | Date | Securities | Securities | | Nevan Charles Elam | | | | | | | | | | 7/31/19 | 200,000 | — | $14.50 | 7/31/29 | — | — | | | 6/14/21 | 375,000 | — | 12.28 | 6/14/31 | — | — | | | 6/23/22 | 1,950,000 | 650,000(1) | 3.40 | 6/23/32 | — | — | | | 1/23/24 | 160,555 | 179,445(2) | 1.02 | 1/23/34 | — | — | | | 2/16/25 | 13,333 | 106,667(5) | 4.61 | 2/16/35 | 204,000 | 909,840(6) | | | 6/10/25 | — | 40,000(7) | 4.39 | 6/10/35 | 68,000 | 303,280(8) | | Total for Mr. Elam | | 2,698,888 | 976,112 | | | 272,000 | 1,213,120 | | Brian Roberts, M.D. | | | | | | | | | | 7/31/19 | 40,000 | — | $14.50 | 7/31/29 | — | — | | | 6/14/21 | 75,000 | — | 12.28 | 6/14/31 | — | — | | | 6/23/22 | 525,000 | 175,000(1) | 3.40 | 6/23/32 | — | — | | | 1/23/24 | 61,388 | 68,612(2) | 1.02 | 1/23/34 | — | — | | | 2/16/25 | 5,000 | 40,000(5) | 4.61 | 2/16/35 | 77,000 | 343,420(6) | | | 6/10/25 | — | 15,000(7) | 4.39 | 6/10/35 | 26,000 | 115,960(8) | | Total for Dr. Roberts | | 706,388 | 298,612 | | | 103,000 | 459,380 | | Daron Evans | | | | | | | | | | 1/23/24 | 97,395 | 177,605(3) | $1.02 | 1/23/29 | — | — | | | 9/23/24 | — | 100,000(4) | 4.79 | 9/23/34 | — | — | | | 2/16/25 | 5,000 | 40,000(5) | 4.61 | 2/16/35 | 77,000 | 343,420(6) | | | 6/10/25 | — | 15,000(7) | 4.39 | 6/10/35 | 26,000 | 115,960(8) | | Total for Mr. Evans | | 102,395 | 332,605 | | | 103,000 | 459,380 |
Outstanding Equity Awards
| (1) These stock options vest over a four-year period whereby 25% of the shares underlying the options became exercisable on the first anniversary of the grant date, and the options for the remaining shares become exercisable in equal monthly installments over the remaining 36 months beginning on July 1, 2023, subject to the executive’s continued service through each vesting date. |
Outstanding Equity Awards
| (2) These stock options vest in equal monthly installments over 36 months beginning on January 23, 2024, subject to the executive’s continued service through each vesting date. |
Outstanding Equity Awards
| (3) These stock options vest over a four-year period whereby 25% of the shares underlying the options became exercisable on the first anniversary of the grant date, and the options for the remaining shares become exercisable in equal monthly installments over the remaining 36 months beginning on January 23, 2024, subject to the executive’s continued service through each vesting date. |
Outstanding Equity Awards
| (4) In September 2024, Mr. Evans received a stock option for 100,000 shares of common stock. These stock options vest over a four-year period whereby 25% of the shares underlying the options become exercisable on the first anniversary of the grant date, and the options for the remaining shares become exercisable in equal monthly installments over the remaining 36 months beginning on September 23, 2025, subject to the executive’s continued service through each vesting date. These stock options will expire on September 23, 2034. |
Outstanding Equity Awards
| (5) These stock options vest in equal monthly installments over 36 months beginning on March 16, 2025, subject to the executive’s continued service through each vesting date. |
Outstanding Equity Awards
| (6) These RSUs vest in equal annual installments over 3 years beginning on March 1, 2026, subject to the executive’s continued service through each vesting date. |
Outstanding Equity Awards
| (7) These stock options vest in equal monthly installments over 36 months beginning on July 10, 2025, subject to the executive’s continued service through each vesting date. |
Outstanding Equity Awards
| (8) These RSUs vest in equal annual installments over 3 years beginning on July 1, 2026, subject to the executive’s continued service through each vesting date. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid (“CAP”) to our named executive officers (our “NEOs”) and certain aspects of our financial performance.
PAY VERSUS PERFORMANCE
| Pay Versus Performance Table | | | | | | | | | | | Average | Average | Value of Initial | | | | | | Summary | Compensation | Fixed $100 | | | | Summary | Compensation | Compensation | Actually | Investment | | | | Compensation | Actually | Table Total | Paid to | Based On Rezolute | | | | Table Total | Paid | for Non-PEO | Non-PEO | Total Stockholder | Net | | Fiscal Year(1) | for PEO(2) | to PEO(3) | NEOs(2) | NEOs(4) | Return(5) | Income(6) | | 2025 | $2,851,109 | $2,095,714 | $1,575,194 | $1,321,984 | $31 | $(74,412,000) | | 2024 | $1,192,700 | $4,958,776 | $601,012 | $1,568,002 | $30 | $(68,459,000) | | 2023 | $973,646 | $(1,958,066) | $738,858 | $(30,316) | $14 | $(51,787,000) |
PAY VERSUS PERFORMANCE
| (1) Nevan Charles Elam served as the Company’s Principal Executive Officer (our “PEO”) for the entirety of fiscal years 2023, 2024, and 2025. The Company’s Non-PEO NEO for fiscal year 2023 consisted of one individual, Brian Roberts, M.D. and its Non-PEO NEOs for 2024 and 2025, were Brian Roberts, M.D. and Daron Evans (the “Reported NEOs”). |
PAY VERSUS PERFORMANCE
| (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the Reported NEOs in the indicated fiscal year for each such fiscal year. |
PAY VERSUS PERFORMANCE
| (3) Amounts reported in this column represent the CAP to our PEO for the indicated fiscal years, as calculated under Item 402(v) of Regulation S-K based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |
PAY VERSUS PERFORMANCE
| PEO | | | | | | | | 2023 | 2024 | 2025 | | | Summary Compensation Table — Total Compensation(a) | $973,646 | $1,192,700 | $2,851,109 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $— | $227,032 | $1,767,204 | | + | Fair Value at Covered Fiscal Year End of All Outstanding and Unvested Stock Awards and Option Awards Granted in Covered Fiscal Year(c) | $— | $1,155,477 | $1,772,905 | | + | Change in Fair Value as of Prior Fiscal Year End of Any Outstanding and Unvested Stock Awards and Option Awards Granted in Any Prior Fiscal Year(d) | $(2,265,885) | $2,754,621 | $(506,720) | | + | Fair Value at Vesting Date of Stock Awards and Option Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year(e) | $— | $114,525 | $42,355 | | + | Change in Fair Value as of Vesting Date of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year For Which All Applicable Vesting Conditions Were Satisfied at End of or During Covered Fiscal Year(f) | $(665,827) | $(31,515) | $(296,731) | | - | Fair Value as of Prior Fiscal Year End of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year(g) | $— | $— | $— | | = | Compensation Actually Paid | $(1,958,066) | $4,958,776 | $2,095,714 |
PAY VERSUS PERFORMANCE
| (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |
PAY VERSUS PERFORMANCE
| (b) Represents the aggregate grant date fair value of all stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
| (c) Represents the aggregate fair value as of the indicated fiscal year-end of the PEO’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
| (d) Represents the aggregate change in fair value as of the indicated fiscal year-end of any outstanding and unvested stock awards and option awards held by the PEO as of the end of the indicated fiscal year, computed in accordance with FASB ASC Topic 718 and, for any awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the end of the fiscal year. |
PAY VERSUS PERFORMANCE
| (e) Represents the aggregate fair value as of the vesting date of the stock awards and option awards that were granted to the PEO and vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
| (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of any stock awards and option awards held by the PEO that were granted in any prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
| (g) Represents the aggregate fair value as of the last day of any prior fiscal year of any stock awards and option awards held by the PEO that were granted in any prior fiscal year and which failed to meet the applicable vesting conditions during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
PAY VERSUS PERFORMANCE
| (4) Amounts reported in this column represent the CAP to the Reported NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |
PAY VERSUS PERFORMANCE
| NEO Average(a) | | | | | | | | 2023 | 2024 | 2025 | | | Summary Compensation Table — Total Compensation(b) | $738,858 | $601,012 | $1,575,194 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(c) | $— | $153,475 | $841,827 | | + | Fair Value at Covered Fiscal Year End of All Outstanding and Unvested Stock Awards and Option Awards Granted in Covered Fiscal Year(d) | $— | $731,761 | $669,299 | | + | Change in Fair Value as of Prior Fiscal Year End of Any Outstanding and Unvested Stock Awards and Option Awards Granted in Any Prior Fiscal Year(e) | $(598,192) | $370,814 | $(70,421) | | + | Fair Value at Vesting Date of Stock Awards and Option Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year(f) | $— | $21,894 | $15,883 | | + | Change in Fair Value as of Vesting Date of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year For Which All Applicable Vesting Conditions Were Satisfied at End of or During Covered Fiscal Year(g) | $(170,982) | $(4,004) | $(26,144) | | - | Fair Value as of Prior Fiscal Year End of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year(h) | $— | $— | $— | | = | Compensation Actually Paid | $(30,316) | $1,568,002 | $1,321,984 |
PAY VERSUS PERFORMANCE
| (a) Please see footnote 1 for the Reported NEOs included in the average for the indicated fiscal year. |
PAY VERSUS PERFORMANCE
| (b) Represents the average Total Compensation as reported in the Summary Compensation Table for the Reported NEOs in the indicated fiscal year. |
PAY VERSUS PERFORMANCE
| (c) Represents the average aggregate grant date fair value of all stock awards and option awards granted to the Reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
| (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the Reported NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
| (e) Represents the average aggregate change in fair value as of the indicated fiscal year-end of any outstanding and unvested stock awards and option awards held by the Reported NEOs as of the end of the indicated fiscal year, computed in accordance with FASB ASC Topic 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the end of the fiscal year. |
PAY VERSUS PERFORMANCE
| (f) Represents the average aggregate fair value as of the vesting date of the stock awards and option awards that were granted to the Reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
| (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of any stock awards and option awards held by the Reported NEOs that were granted in any prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
| (h) Represents the average aggregate fair value as of the last day of any prior fiscal year of any Reported NEOs’ stock awards and option awards held by the Reported NEOs that were granted in any prior fiscal year and which failed to meet the applicable vesting conditions during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
PAY VERSUS PERFORMANCE
| (5) Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on June 30, 2022, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance. |
PAY VERSUS PERFORMANCE
| (6) Represents the net income as reported in the Annual Report of the Company on Form 10-K, for the fiscal years ended June 30, 2025, 2024, and 2023. |
Compensation Actually Paid vs. TSR
Compensation Actually Paid vs. TSR
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income