DEF 14A of Solid Power, Inc.
Filed Apr 9, 2026 · FY20250001104659-26-041131
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Directors
Directors Our stockholders will elect three Class II directors at the Annual Meeting. Each of the Class II directors is expected to hold office until the 2029 annual meeting of our stockholders, or until their respective successors are duly elected and qualified. Voting Standard Directors are elected by a plurality of the voting power of the shares present online or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the three nominees who receive the most votes will be elected to the three open directorships, even if they get less than a majority of the votes cast. Proxies cannot be voted for a greater number of persons than the nominees named in this proxy statement. No cumulative voting is permitted. Plurality Plus Any director nominee who does not receive a greater number of the votes cast “for” their election than votes “withheld” for that nominee’s election shall tender their resignation to our Board promptly following certification of the stockholder vote. The governance committee will consider the tendered resignation and recommend to our Board whether to accept or reject the resignation or whether other action should be taken. Our Board will consider the recommendation and publicly disclose its decision (by press release, SEC filing, or any other public means of disclosure deemed appropriate) regarding the tendered resignation within 90 days following certification of the election results. The director who tenders their resignation may not participate in the recommendation of the governance committee or the decision of our Board with respect to their resignation. Director Nominations Our Board approved our slate of nominees at the recommendation of the governance committee. All nominees are current directors. Each nominee has consented to their nomination and has advised us that they intend to serve if elected. If, at the time of the Annual Meeting, one or more of the nominees have become unable to serve: (1) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees; or (2) our Board may, in accordance with our Bylaws, reduce the size of our Board or leave a vacancy until a nominee is identified.
Directors
| ✓ | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF STEVEN GOLDBERG, ALEKSANDRA MIZIOLEK, AND MARYANN WRIGHT AS CLASS II DIRECTORS OF THE COMPANY FOR THE ENSUING TERM. |
Directors
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Director Nominees for Election at the 2026 Annual Meeting
Director Nominees for Election at the 2026 Annual Meeting A biography of each director nominee, current as of April 9, 2026, setting forth their age and describing their business experience during the past five years, including other prior relevant business experience, is presented below.
Director Nominees for Election at the 2026 Annual Meeting
| Class II Director Age: 73 Director Since: 2019 Committees: | Steven Goldberg Business Experience • Partner, DYDX Capital (f/k/a Finistere Ventures) (2021-present) • President, Air Access (2020-present) • Operating Partner, Venrock (2009-2020) • Chief Executive Officer and/or Member of Board of Directors of a wide range of early-stage technology companies (2000-present) Nominee Qualifications Dr. Goldberg holds a B.S. and M.S. in Electrical Engineering from Washington University, St. Louis, and a Ph.D. in Electrical Engineering from the University of California, Santa Barbara. We believe Dr. Goldberg is well-qualified to serve as a member of our Board due to his experience in leading and overseeing growing technology companies, his technical background, and his prior service on private and pre-public company boards. |
Director Nominees for Election at the 2026 Annual Meeting
| Class II Director Age: 69 Director Since: 2022 Committees: Other Public Company Boards: Dauch Corporation (f/k/a American Axle & Manufacturing Holdings, Inc.) Directorships Within the Past Five Years: Exro Technologies Inc.; Tenneco, Inc. | Aleksandra Miziolek Business Experience • Operator Advisor, Assembly Ventures (2021-present) • Advisor, OurOffice, Inc. (2021-present) • SVP, Chief Transformation Officer, General Counsel, Corporate Secretary, and Chief Compliance Officer, Cooper-Standard Holdings Inc. (2014-2019) • Member, Director of the Automotive Industry Group, Dykema Gossett PLLC (1983-2014) Nominee Qualifications Ms. Miziolek holds a B.A. in Political Science and Spanish and a J.D., each from Wayne State University. We believe Ms. Miziolek is well-qualified to serve on our Board due to her experience in the automotive industry and service as an executive officer, as well as her M&A and governance and legal background. |
Director Nominees for Election at the 2026 Annual Meeting
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Director Nominees for Election at the 2026 Annual Meeting
| Chairperson of the Board, Class II Director Age: 64 Director Since: 2022 Committees: Other Public Company Boards: Group 1 Automotive, Inc.; Micron Technology, Inc.; Brunswick Corporation Directorships Within the Past Five Years: Maxim Integrated Products, Inc.; Delphi Technologies | MaryAnn Wright Business Experience • Group Vice President of Engineering and Product Development, Johnson Controls International plc (2013-2018) • Chief Executive Officer, Johnson Controls – Saft, and Vice President and General Manager – Hybrid Systems, Johnson Controls International plc (2007-2013) • Office of the Chair and Executive Vice President Engineering, Product Development, Commercial and Program Management, Collins & Aikman Corporation (2006-2007) • Director, Sustainable Mobility Technologies & Hybrid and Fuel Cell Vehicle Programs, Ford Motor Company (1988-2005) Nominee Qualifications Ms. Wright holds a B.A. in Economics and International Business and an M.S. in Engineering from the University of Michigan and an M.B.A. in Finance from Wayne State University. We believe Ms. Wright is well-qualified to serve on our Board due to her extensive general management experience, knowledge of the automotive industry, expertise in vehicle, advanced powertrain, and energy storage system technologies, and significant public board experience. |
Director Nominees for Election at the 2026 Annual Meeting
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Continuing Directors
Continuing Directors A biography of each of our continuing directors, in alphabetical order and current as of April 9, 2026, setting forth their age and describing their business experience during the past five years, including other prior relevant business experience, is presented below.
Continuing Directors
| Class I Director Age: 67 Director Since: 2021 Committees: Other Public Company Boards: Topgolf Callaway Brands Corp. Directorships Within the Past Five Years: Decarbonization Plus Acquisition Corporation IV; Decarbonization Plus Acquisition Corporation II; Hyzon Motors, Inc. | Erik Anderson Business Experience • Chief Executive Officer, WestRiver Group (2002-present) • Executive Chairman, Singularity Group (2018-present) • Chief Executive Officer and Executive Chairman, Topgolf International, Inc. (2015-2021) Director Qualifications Mr. Anderson holds an M.S. and B.S. in Industrial Engineering from Stanford University and a B.A. in Management Engineering from Claremont McKenna College. We believe Mr. Anderson is well-qualified to serve on our Board due to his experience as a director and leader of public companies. |
Continuing Directors
| Class I Director Age: 51 Director Since: 2023 Committees: | Kaled Awada Business Experience • Executive Vice President and Chief Human Resources Officer, Eaton Corporation plc (2025-present) • Executive Vice President, Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company (2024-2025) • Executive Vice President and Chief Human Resources Officer, Tenneco Inc. (2018-2022) • Global Vice President, Human Resources, Aptiv PLC (2015-2018) • Vice President, Human Resources – Electrical Sector, APAC Region, Eaton Corporation plc (2011-2015) Director Qualifications Mr. Awada holds a B.A. in Psychology from The Ohio State University. We believe Mr. Awada is well-qualified to serve on our Board due to his global leadership and human resources expertise. |
Continuing Directors
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Continuing Directors
| Class III Director Age: 59 Director Since: 2021 Committees: None | Rainer Feurer Business Experience • SVP Corporate Investments, Bayerische Motoren Werke AG (BMW Group) (2020-present) • Vice Chairman of the Board of Directors, Spotlight Automotive Limited (2020-present) • SVP Mobility and Energy Services, BMW Group (2019-2020) • SVP Customer Centric Sales Development, CX, BMW Group (2016-2019) Director Qualifications Dr. Feurer holds a B.A. (Hons) in International Management from Middlesex University, UK and Dipl. Betriebswirt (FH) Diploma from Reutlingen University, Germany. He received his M.B.A. from Monterey Institute of International Studies in 1993 and his Ph.D. in Strategic Management from Cranfield University, UK in 1996. We believe Dr. Feurer is well-qualified to serve on our Board due to his experience in the automotive industry and international operations expertise. |
Continuing Directors
| Class III Director Age: 64 Director Since: 2023 Committees: | Susan Kreh Business Experience • Chief Financial Officer and Chief Information Officer, Oil-Dri Corporation of America (2018-present) • Chief Financial Officer and VP, Information Technology of Power Solutions business, Johnson Controls International plc (2010-2018) • Vice President, Corporate Controller and Chief Accounting Officer, Johnson Controls International plc (2007-2010) • Treasurer, PPG Industries, Inc. (2002-2007) Director Qualifications Ms. Kreh holds B.B.A.s in Accounting and Analysis and Design of Business Information Systems from the University of Wisconsin-Madison and an M.B.A. from Duquesne University. We believe Ms. Kreh is well-qualified to serve on our Board due to her finance and information technology expertise and experience in the automotive industry. |
Continuing Directors
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Continuing Directors
| Class I Director Age: 62 Director Since: 2022 Committees: | Lesa Roe Business Experience • Chief Executive Officer and Chancellor, University of North Texas System (2017-2021) • Deputy Associate Administrator and Deputy Chief Operating Officer, National Aeronautics and Space Administration (NASA) (2014-2017) • Center Director, NASA (2005-2014) Director Qualifications Ms. Roe holds a B.S. in Electrical Engineering from the University of Florida and an M.S. in Electrical Engineering from the University of Central Florida. We believe Ms. Roe is well-qualified to serve on our Board due to her leadership experience and technical background in engineering. |
Continuing Directors
| Class III Director Age: 66 Director Since: 2021 Committees: Other Public Company Boards: Freeport-McMoRan Inc. | John Stephens Business Experience • Senior Executive Vice President and Chief Financial Officer, AT&T, Inc. (2011-2021) • Senior Vice President and Controller, AT&T, Inc. (2001-2011) • Vice President – Taxes, AT&T, Inc. (2000-2001) Director Qualifications Mr. Stephens holds a B.S.B.A. in Accounting from Rockhurst University and a J.D. from St. Louis University School of Law. We believe Mr. Stephens is well-qualified to serve on our Board due to his experience overseeing a large, publicly traded company and experience in financial and accounting matters, international business and affairs, and major corporate transactions. |
Continuing Directors
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Continuing Directors
| Class I Director Age: 64 Director Since: 2023 Committees: None | John Van Scoter Business Experience • Chief Executive Officer and President, Solid Power, Inc. (2023-present) • Vice President, General Manager Products, SRI International Inc. (2019-2023) • CEO, President and Chairman, eSolar, Inc. (2010-2018) • Senior Vice President, Alternative Energy Strategy, Texas Instruments Incorporated (2008-2010) • Senior Vice President, General Manager of DLP® Products Division, Texas Instruments Incorporated (2000-2008) Director Qualifications Mr. Van Scoter holds a B.S. in Mechanical Engineering from the University of Vermont. We believe Mr. Van Scoter is well-qualified to serve on our Board due to his renewable energy expertise and experience scaling technologies to commercial products. |
Continuing Directors
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Executive Summary
| | Component | Description | Performance Considerations | Pay Objectives | | Short-Term Cash Compensation | Base Salary | Pay for service in executive role. | Based on the duties and responsibilities of the position, contributions to the Company’s performance, prior experience, individual and Company performance, and competitive market data. | Attraction and retention. Base salary adjustments also allow the HRC committee to reflect individual performance, scope of the position, and/or changed responsibilities. | | | Annual Bonus | Short-term program providing named executive officers with an annual cash bonus opportunity. | Based on the HRC committee’s assessment of each named executive officer’s achievement against Company and individual operational and strategic goals and objectives. | Reward performance in attaining Company and individual performance goals on an annual basis. | | Long-Term Equity Incentive | RSUs | Long-term equity awards which provide for the delivery of shares of common stock subject to continued employment. | Alignment with stockholders through Company share price performance and the creation of stockholder value. | Align the interests of executives with those of stockholders, promote retention, and foster stock ownership. |
Executive Summary
| What We Don’t Do | | No guaranteed annual salary increases or bonuses. Our named executive officers’ salary increases are assessed individually, and their annual cash bonuses are tied to corporate and individual performance. | | No excessive perquisites. We do not provide excessive perquisites or personal benefits to our named executive officers. | | No executive retirement plans. We do not maintain executive or supplemental retirement plans. | | No hedging or pledging permitted. We do not allow hedging or pledging by our directors, officers, or employees. |
Our Objectives
Our Objectives We believe that to be successful we must hire, motivate, and retain talented leadership. We recognize that there is significant competition for qualified executives within our industry, and it can be particularly challenging for companies to recruit executive officers of the caliber necessary to achieve our short-term operational goals and long-term strategic objectives. Accordingly, the principal objectives of our executive compensation program are to: • Attract, retain, incentivize, and reward talented and qualified individuals who share our philosophy and desire to work towards achieving our goals. • Advance the success of our Company by aligning executive incentives with the long-term interests of our stockholders. • Align compensation with corporate strategies and operational objectives. • Provide an overall level of compensation opportunity that is competitive within the markets in which we compete and within a broader group of companies of comparable size, life cycle, and complexity. Our 2025 executive compensation program continued to reflect our startup origins in that it consisted primarily of salary, annual incentives, and RSU awards, with a focus on the use of long-term equity awards that vest ratably over four years. We intend to continue to evaluate our philosophy and compensation programs as circumstances require.
2025 Named Executive Officer Compensation
1 Ms. Heller was appointed as Chief Financial Officer and Treasurer, effective June 17, 2024. Annual Cash Bonus Each named executive officer was granted an opportunity to earn an annual cash bonus, the purpose of which was to motivate and reward achievement of key Company and individual objectives. For 2025, each named executive officer’s annual cash bonus payout was determined based on the HRC committee’s assessment of the performance of the Company and the applicable named executive officer against certain operational and strategic goals and objectives. For 2025, these goals and objectives related to continued development of our electrolyte technology, progress under our agreements with strategic partners, electrolyte sampling to potential customers, and achievement of certain production targets. For 2025, the HRC committee set a bonus target of 100% of the salary actually paid to Mr. Van Scoter and a bonus target of 60% of the salary actually paid to each other named executive officer. The HRC committee retained the discretion to pay cash bonuses higher or lower than target based on the HRC committee’s assessment of the level of achievement of the goals and objectives described above, as well as any other matters as the HRC committee deemed appropriate. These goals and objectives were designed to be challenging but attainable with strong performance. The HRC committee reviewed actual results against each of the 2025 goals and objectives. Following review and discussion, the HRC committee determined that the 2025 goals and objectives were achieved at 98% in the aggregate. The following table shows the 2025 target opportunity, payout percentage as determined by the HRC committee, and amount earned for each named executive officer:
2025 Named Executive Officer Compensation
| Name | Target Annual Incentive Payout (% of Salary)(1) | Target Annual Incentive Payout ($)(1) | 2025 Payout Percentage Earned (% of Salary)(2) | 2025 Actual Payout ($) | | John Van Scoter | 100 | 551,079 | 98 | 544,000 | | Linda Heller | 60 | 271,846 | 98 | 270,000 | | Joshua Buettner-Garrett | 60 | 236,539 | 98 | 235,000 |
2025 Named Executive Officer Compensation
Long-Term Incentive Program (“LTIP”) for 2025 LTIP awards are designed to provide a link to long-term stockholder value through equity awards for our executives. Under our LTIP, the HRC committee has the authority to award various forms of long-term incentive grants, such as stock option awards and RSU awards. All grants under the LTIP are made pursuant to the Solid Power, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). In 2025, the HRC committee delivered a significant component of each executive officer’s total compensation in the form of equity incentive awards to align the interests of the recipients with the interests of our stockholders. Each named executive officer was provided a long-term incentive award opportunity in the form of RSUs, subject to the same vesting schedule described above. We have historically granted both stock options and RSUs to our named executive officers, but the HRC committee chose to grant the 2025 LTIP awards entirely in RSUs to minimize dilution while optimizing the retentive value of the awards. Going forward, the HRC committee will continue to evaluate the equity mix for annual grants to our named executive officers. In determining the size of these grants, the HRC committee, in consultation with Compensia, considered several factors, including the percentage ownership in the Company held by each named executive officer and the amount of their ownership interests that were unvested as of the date of grant; the estimated value of their ownership interests; market data for similarly situated executives at comparable companies; and the named executive officer’s past performance and expected future contributions. The following table shows the grant date fair value of the equity incentive awards granted to the named executive officers during 2025:
2025 Named Executive Officer Compensation
1 The amounts in this column represent the aggregate grant date fair value of awards granted to each named executive officer, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 8 to our Consolidated Financial Statements included in the Annual Report, which contains a discussion of all assumptions made by us in determining the grant date fair value of our RSUs. The actual number of RSUs were calculated using a trailing 30-day stock price average. The “grant date fair value” of the RSU award as reflected in this table represents greater than 100% of the total LTIP award because the trailing 30-day stock price average was lower than the “grant date fair value.”
Equity Grant Timing Considerations
Equity Grant Timing Considerations Equity awards are granted to executives at the discretion of the HRC committee and generally in the first quarter of the applicable year. The HRC committee may approve grants to be effective at other times, including in connection with the hiring of an executive. The HRC committee did not take material non-public information into account when determining the timing and terms of equity awards in 2025, and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In 2025, no stock options were granted to any named executive officer.
Severance and Change in Control Protection
Severance and Change in Control Protection In November 2025, our Board amended, restated, and continued the Solid Power, Inc. Executive Change in Control and Severance Plan (the “Prior Plan”) previously adopted in August 2021 in the form of two separate plans: (i) the Solid Power, Inc. Severance Benefit Plan (the “Severance Plan”) and (ii) the Solid Power, Inc. Change in Control Severance Plan for Executives (the “Executive CIC Severance Plan” and, together with the Severance Plan, the “Plans”), effective as of October 31, 2025 and November 19, 2025, respectively. The Plans supersede the Prior Plan in its entirety. Severance Plan The Severance Plan generally provides that, in the event of the termination of a named executive officer’s employment (i) by us for a reason other than cause or (ii) by the named executive officer for good reason (as such terms are defined in the Severance Plan), then the named executive officer will be entitled to the following payments and benefits: • a cash severance payment, equal to (i) 12 months of base salary in the case of Mr. Van Scoter and (ii) nine months of base salary in the case of the other named executive officers; • in the case of Mr. Van Scoter, a pro-rated annual cash bonus for the year of termination, based on actual performance for such year and payable at the same time as annual cash bonuses are paid to actively employed executives; and • reimbursement of an amount equal to the employer-paid portion of the applicable monthly premium for continued health coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), for a maximum period of (i) 12 months in the case of Mr. Van Scoter and (ii) nine months in the case of the other named executive officers. Named executive officers are not entitled to duplicative severance benefits for the same termination under multiple Company plans or policies (including the Executive CIC Severance Plan), provided that payments under any individual retention agreement will not reduce benefits otherwise payable under the Plans. Executive Change in Control and Severance Plan The Executive CIC Severance Plan generally provides that, in the event of termination of a named executive officer’s employment within a period beginning three months prior to and ending 12 months following a change in control (as defined in the Executive CIC Severance Plan) (i) by us for a reason other than cause or (ii) by the named executive officer for good reason (as such terms are defined in the Executive CIC Severance Plan), then the named executive officer will be entitled to the following payments and benefits: • a cash severance payment, equal to (i) 24 months of base salary in the case of Mr. Van Scoter and (ii) 12 months of base salary in the case of the other named executive officers; • a lump sum payment, equal to (i) 1.5x the amount of annual cash bonus in the case of Mr. Van Scoter and (ii) the amount of annual cash bonus in the case of the other named executive officers, in each case paid or payable for the calendar year immediately prior to the calendar year in which the change in control occurs; reimbursement of an amount equal to the employer-paid portion of the applicable monthly premium for continued health coverage under COBRA for a maximum period of (i) 24 months in the case of Mr. Van Scoter and (ii) 12 months in the case of the other named executive officers; and
Severance and Change in Control Protection
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Severance and Change in Control Protection
100% accelerated vesting of all outstanding equity awards, with all performance goals or other vesting criteria deemed to be achieved at target levels for the relevant performance period(s) with respect to performance-based equity awards. General Provisions of the Plans Receipt of the payments and benefits provided for under the Plans is conditioned on the named executive officer signing and not revoking a separation and release of claims agreement and such release becoming effective and irrevocable no later than the 60th day following the named executive officer’s qualifying termination of employment, as well as continued compliance with the invention assignment and confidentiality agreement applicable to the named executive officer. Receipt of payments and benefits under the Executive CIC Severance Plan also requires execution of a restrictive covenant agreement containing customary non-competition, non-solicitation, and non-disparagement provisions and continued compliance therewith. In addition, if any of the payments or benefits provided for under the Executive CIC Severance Plan or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and could be subject to the related excise tax, the named executive officer will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer. The Plans do not require the Company to provide any tax gross-up payments to the named executive officers. Payments and benefits payable under the Plans that constitute non-qualified deferred compensation subject to Section 409A of the Code will not be paid until the first payroll date to occur following the 6-month anniversary of the named executive officer’s termination date. Benefits and Perquisites We provide benefits to our named executive officers on the same basis as provided to all of our employees, including medical, dental, and vision insurance, life insurance, accident insurance, short-and long-term disability insurance, a health savings account, an employee assistance program, a flexible spending account for medical, dental, and vision expenses, a dependent flexible spending account, and a 401(k) plan. Retirement Benefits We provide a tax-qualified 401(k) plan for all eligible employees, including our named executive officers, which includes a matching contribution for participants’ elective contributions to the 401(k) plan. Our 401(k) plan provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, and the applicable limits under the 401(k) plan, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan. All of a participant’s deferral contributions into the 401(k) plan and any matching employer contributions are 100% vested when contributed. The 401(k) plan permits us to make discretionary nonelective employer contributions and discretionary matching employer contributions. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions generally are not taxable when distributed from the 401(k) plan. We do not provide employees, including our named executive officers, with any other retirement benefits, including tax-qualified defined benefit plans, supplemental executive retirement plans, or nonqualified defined contribution plans.
Executive Compensation Tables
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | John Van Scoter President and Chief Executive Officer | 2025 | 551,079 | — | 3,576,436 | — | 544,000 | 15,980 | 4,687,495 | | | 2024 | 538,000 | — | 839,713 | 809,967 | 645,600 | 83,137(4) | 2,931,808 | | Linda Heller Chief Financial Officer, Treasurer, and Secretary | 2025 | 453,076 | — | 1,414,678 | — | 270,000 | 15,980 | 2,153,734 | | | 2024 | 215,000 | — | 1,457,287 | 1,500,000 | 258,000 | 6,981 | 3,437,268 | | Joshua Buettner-Garrett Chief Technology Officer | 2025 | 394,231 | — | 674,413 | — | 235,000 | 16,050 | 1,319,694 |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS
Outside Director Compensation Policy
Outside Director Compensation Policy The HRC committee, with the assistance of Compensia, periodically evaluates the compensation of our directors and recommends the amount of cash and equity consideration. On July 5, 2023, after considering the input of Compensia, our Board approved the amended Solid Power, Inc. Outside Director Compensation Policy (the “Outside Director Compensation Policy”), which is designed to attract, retain, and reward non-employee directors. Under the Outside Director Compensation Policy, each outside director will receive the cash and equity compensation for Board services described below. We also will reimburse our outside directors for reasonable, customary, and documented travel expenses to meetings of our Board or its committees and other reasonable expenses. Maximum Annual Compensation Limit In addition, the 2021 Plan includes a maximum annual limit of $500,000 of cash compensation and equity compensation awards that may be paid, issued, or granted to an outside director in any fiscal year (increased to $750,000 in the fiscal year of the outside director’s initial year of service as an outside director). For purposes of this limitation, the grant date fair value is determined in accordance with U.S. generally accepted accounting principles (“GAAP”) as then in effect. Any cash compensation or equity awards granted under the 2021 Plan to an outside director for their services as an employee or as a consultant (other than as an outside director) will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our outside directors. Cash Compensation Our outside directors each receive an annual cash retainer fee in the amount of $50,000. Our non-executive chairperson or lead independent director, as applicable, is entitled to receive an additional $40,000 per year for their service. In addition, all of our outside directors who serve on or chair a Board committee receive the following annual committee fees:
Outside Director Compensation Policy
| Committee | Chairperson ($) | Member ($) | | Audit | 20,000 | 10,000 | | Governance and Corporate Responsibility | 15,000 | 7,500 | | Human Resources and Compensation | 15,000 | 7,500 |
Outside Director Compensation Policy
Each outside director who serves as the chairperson of a committee will receive only the annual cash fee as the chairperson of the committee and does not receive the additional annual cash fee as a member of the committee. All cash payments to outside directors are paid quarterly in arrears. Equity Compensation In addition, each outside director is awarded equity compensation as follows: Initial Awards Each individual who first becomes an outside director following the effective date of the Outside Director Compensation Policy is granted an award of RSUs (an “Initial Award”) covering a number of shares of common stock, with such Initial Award having a grant date fair value (determined in accordance with GAAP) (the “Grant Value”) of $250,000, rounded to the nearest whole share of common stock. Each Initial Award vests in twelve equal quarterly installments over a period of three years, on February 15, May 15, August 15, or November 15 of each year, subject to the outside director continuing to be a service provider through the applicable vesting date.
Outside Director Compensation Policy
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Outside Director Compensation Policy
Annual Award On the date of each annual meeting of stockholders, each outside director is automatically granted an award of RSUs (an “Annual Award”) covering a number of shares of common stock, with such Annual Award having a Grant Value of $145,000, rounded to the nearest whole share of common stock. Each Annual Award vests on the earlier of (i) the first anniversary of the grant date or (ii) the day before the next annual meeting of stockholders, in each case, subject to the outside director continuing to be a service provider through such vesting date. Immediately prior to a change in control (as defined in the 2021 Plan), each outside director’s outstanding awards will fully vest, subject to the outside director continuing to be a service provider through the date of the change in control.
2025 Director Compensation
2025 Director Compensation The following table sets forth the compensation of our non-employee directors during 2025. Mr. Van Scoter serves as a member of our Board but, as an executive officer, does not receive any additional compensation for his service as a member of our Board.
2025 Director Compensation
| Name | Fees Earned ($)(1) | Stock Awards ($)(2) | Total ($) | | Erik Anderson | 60,000 | 158,015 | 218,015 | | Kaled Awada | 62,095 | 158,015 | 220,109 | | Rainer Feurer(3) | — | — | — | | Steven Goldberg | 69,478 | 158,015 | 227,493 | | Susan Kreh | 70,000 | 158,015 | 228,015 | | Aleksandra Miziolek | 72,500 | 158,015 | 230,515 | | Lesa Roe | 67,500 | 158,015 | 225,515 | | John Stephens | 74,794 | 158,015 | 232,809 | | MaryAnn Wright | 84,931 | 158,015 | 242,946 |
2025 Director Compensation
1 Consists of the amounts described above under the subsection “— Cash Compensation.” 2 The amounts in this column represent the aggregate grant date fair value of RSU awards granted to each director during 2025, computed in accordance with the FASB ASC Topic 718. See Note 8 to our Consolidated Financial Statements included in the Annual Report, which contains a discussion of all assumptions made by us in determining the grant date fair value of RSU awards. For each of our compensated non-employee directors, this includes Annual Awards granted on May 21, 2025. The outstanding director equity awards as of December 31, 2025 are set forth in the table below:
2025 Director Compensation
| Name | RSU Awards (Vested / Unvested) (#) | Stock Option Awards (Exercisable / Unexercisable) (#) | | Erik Anderson | 141,562 / 118,808 | – / – | | Kaled Awada | 82,365 / 225,123 | – / – | | Rainer Feurer | – / – | – / – | | Steven Goldberg | – / 118,808 | 968,620 / – | | Susan Kreh | 82,365 / 225,123 | – / – | | Aleksandra Miziolek | 178,121 / 118,808 | – / – | | Lesa Roe | 120,241 / 118,808 | – / – | | John Stephens | 157,262 / 118,808 | 381,837 / – | | MaryAnn Wright | 168,789 / 118,808 | – / – |
2025 Director Compensation
Dr. Feurer elected to waive his compensation during 2025.
2025 Director Compensation
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PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following disclosure illustrates the relationship between the compensation actually paid to the named executive officers, as calculated in accordance with SEC disclosure rules and the performance of the Company.
PAY VERSUS PERFORMANCE
| | Summary Compensation Table Total | | Compensation Actually Paid | | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4) | Net Income (Loss) ($ in thousands) | | Year (1) | PEO1 (2) | PEO2 (2) | PEO1 (3) | PEO2 (3) | | | | | | 2025 | 4,687,495 | — | 16,953,068 | — | 1,736,714 | 6,696,737 | 167.32 | (93,410) | | 2024 | 2,931,808 | — | 3,854,066 | — | 3,055,389 | 3,452,786 | 74.41 | (96,520) | | 2023 | 5,560,371 | 5,965,363 | 3,338,642 | 1,084,169 | 2,106,508 | 845,359 | 57.09 | (65,549) |
PAY VERSUS PERFORMANCE
1 Beginning June 14, 2023, the Company’s principal executive officer (“PEO”) was John Van Scoter, referred to in this section as the “PEO1.” From November 29, 2022 to June 13, 2023, the Company’s PEO was David Jansen, referred to in this section as the “PEO2.” For 2025, our non-PEO named executive officers (“NEOs”) for the purpose of this disclosure were Linda Heller and Joshua Buettner-Garrett. For 2024, our non-PEO NEOs for the purpose of this disclosure were Linda Heller and Derek Johnson. For 2023, our non-PEO NEOs for the purpose of this disclosure were Derek Johnson and Kevin Paprzycki. 2 Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Van Scoter and Mr. Jansen and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs reported for such year other than Mr. Van Scoter for 2024 and Mr. Van Scoter and Mr. Jansen for 2023. 3 To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for each of the PEOs and for the average of the non-PEO NEOs is set forth following the footnotes to this table. Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested on December 30, 2022. Historical stock price performance is not necessarily indicative of future stock price performance.
PAY VERSUS PERFORMANCE
| 28 | | Notice of 2026 Annual Meeting and Proxy Statement |
Reconciliation of Compensation Actually Paid Adjustments
Reconciliation of Compensation Actually Paid Adjustments
Reconciliation of Compensation Actually Paid Adjustments
| Year | Summary Compensation Table Total ($)(a) | Minus Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($)(b) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($)(c) | Minus Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(d) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(e) | Plus / (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(f) | Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(g) | Plus / (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(h) | Minus Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(i) | Equals Compensation Actually Paid ($) | | PEO1 | | | | | | | | | | | | 2025 | 4,687,495 | — | — | (3,576,436) | 11,968,387 | 3,252,070 | — | 621,552 | — | 16,953,068 | | 2024 | 2,931,808 | — | — | (1,649,680) | 1,908,974 | 501,517 | — | 161,446 | — | 3,854,066 | | 2023 | 5,560,371 | — | — | (4,734,661) | 2,512,932 | — | — | — | — | 3,338,642 | | PEO2 | | | | | | | | | | | | 2025 | — | — | — | — | — | — | — | — | — | — | | 2024 | — | — | — | — | — | — | — | — | — | — | | 2023 | 5,965,363 | — | — | (4,262,918) | — | — | — | 7,018 | (625,294) | 1,084,169 | | Other NEOs(j) | | | | | | | | | | | | 2025 | 1,736,714 | — | — | (1,044,546) | 3,495,527 | 2,106,985 | — | 402,056 | — | 6,696,737 | | 2024 | 3,055,389 | — | — | (2,359,492) | 2,639,304 | 80,575 | — | 37,010 | — | 3,452,786 | | 2023 | 2,106,508 | — | — | (1,502,206) | 566,173 | (269,516) | — | (55,598) | — | 845,359 |