DEF 14A of Verastem, Inc.
Filed Apr 9, 2026 · FY20250001104659-26-041506
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| 2) | To approve the Company’s Amended and Restated 2021 Equity Incentive Plan; |
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS In accordance with the Company’s Certification of Incorporation and bylaws, the Board of Directors is divided into three classes of approximately equal size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Robert Gagnon, Brian Stuglik and Karin Tollefson are the Class II directors whose terms expire at the Annual Meeting. Mr. Gagnon is not up for re-election to the Board of Directors at the Annual Meeting and his term as a director will expire at the Annual Meeting. Mr. Stuglik and Ms. Tollefson have been nominated for and have agreed to stand for re-election to the Board of Directors, and Mr. Bailey has been nominated for election to the Board of Directors, each to serve as Class II director of the Company until the 2029 annual meeting of stockholders and until their successor is duly elected. It is intended that, unless you give contrary instructions, shares represented by proxies will be voted for the election of the nominees listed above as director nominee. Verastem has no reason to believe that the nominees will be unable to serve. In the event that the nominee is unexpectedly not available to serve, subject to compliance with applicable state and federal laws, including the filing of an amended proxy statement and proxy card, as applicable, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting. Information relating to the nominees for election as director and for each continuing director, including his or her period of service as a director of Verastem, principal occupation and other biographical material is shown below.
FOR EACH
FOR EACH
OF THE NOMINEES FOR CLASS II DIRECTOR
OF THE NOMINEES FOR CLASS II DIRECTOR
(PROPOSAL NO. 1 ON YOUR PROXY CARD)
(PROPOSAL NO. 1 ON YOUR PROXY CARD)
Director Biographies
Director Biographies The following information regarding our directors is as of March 24, 2026, except as otherwise indicated. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the Board of Directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director.
Class II Director Nominees
Class II Director Nominees Michael P. Bailey, age 60, is being nominated as a Class II director. Mr. Bailey currently serves as president and chief executive officer of AVEO Pharmaceuticals, Inc. (“AVEO”), an LG Chem Ltd. company, and has served as a member of the board of directors since January 2015. Prior to appointment as president and chief executive officer, Mr. Bailey served as chief business officer of AVEO from June 2013 to January 2015 and as chief commercial officer from September 2010 to June 2013. Prior to joining AVEO, Mr. Bailey served as senior vice president, business development and chief commercial officer at Synta Pharmaceuticals Corp., a biopharmaceutical company focused on research, development and commercialization of oncology medicines, from August 2008 to September 2010. From 1999 to 2008, Mr. Bailey worked at ImClone Systems Incorporated ("ImClone"), a biopharmaceutical company focused on the development and commercialization of treatments for cancer patients. During his nine-year tenure at ImClone, he was responsible for commercial aspects of the planning and launch of ERBITUX® (cetuximab) across multiple oncology indications, as well as new product planning for the ImClone development portfolio, which included CYRAMZA® (ramucirumab) and PORTRAZZA® (necitumumab). In addition, Mr. Bailey was a member of the strategic leadership committees for ImClone and its North American and worldwide partnerships and led its commercial organization, most recently as senior vice president of commercial operations. Prior to his role at ImClone, Mr. Bailey managed the cardiovascular new products development portfolio at Genentech, Inc., a biotechnology company, from 1997 to 1999. Mr. Bailey started his career in the pharmaceutical industry as part of Smith-Kline Beecham’s executive marketing development program, where he held a variety of commercial roles from 1992 to 1997, including sales, strategic planning and product management. Mr. Bailey received a B.S. in psychology from St. Lawrence University and an M.B.A. in international marketing from Mendoza College of Business at University of Notre Dame and continued his executive education in Finance at Harvard Business School and Board of Director Leadership at Wharton School of Business. The Board of Directors believes Mr. Bailey’s qualifications to sit on the Board of Directors include his service as AVEO’s president and chief executive officer, his extensive leadership roles at global pharmaceutical and biotechnology companies and his significant experience in oncology commercialization, clinical development, corporate finance, business development and corporate strategy. Brian Stuglik R.Ph., age 66, is a Class II director who served as our Chief Executive Officer from July 2019 through July 2023 and has served as a member of our Board of Directors since September 2017. Mr. Stuglik founded Proventus Health Solutions, LLC, a consulting company for pharmaceutical and biotechnology companies, in January 2016 and has over three decades of experience in U.S. and international pharmaceutical development, product strategy, and commercialization. Prior to founding Proventus Health Solutions, Mr. Stuglik served as the Vice President and Chief Marketing Officer for the oncology division of Eli Lilly and Company, from 2009 to December 2015. Mr. Stuglik currently serves on the board of directors of publicly traded Oncopeptides AB (STO: ONCO) and Puma Biotechnology, Inc. (Nasdaq: PBYI). Mr. Stuglik received a Bachelor of Science in Pharmacy from Purdue University The Board of Directors believes that Mr. Stuglik’s qualifications to sit on the Board include his extensive experience in pharmaceutical development, product strategy and commercialization. Karin Tollefson, PharmD, age 59, is a Class II director who has served as a member of our Board of Directors since May 2023. Dr. Tollefson is currently Senior Vice President, Chief Oncology Medical Officer at Pfizer Inc., a publicly traded pharmaceutical company. Previously, she had been the Senior Vice President of Global Medical Affairs of Seagen Inc., a publicly traded biopharmaceutical company, since November 2021 and has been the Global Head of Medical Affairs since August 2019. Prior to this, Dr. Tollefson was the Vice President of Medical Affairs at Nektar Therapeutics, a publicly traded biopharmaceutical company, from May 2018 to August 2019. From 1992 until December 2017, Dr. Tollefson served in progressive leadership positions at Eli Lilly and Company, including Senior Director, Global Medical Affairs, Oncology Business Unit from June 2012 until December 2017 and Senior Director of Portfolio Project Management & Operations, Oncology Business Unit from January 2008 until June 2012, and multiple roles of progressive leadership from 1992 until her retirement in December 2017. Dr. Tollefson served on the board of directors of American Lung Association from 2013 to 2019 and served as a member of the Indiana Board of Trustees of The Leukemia and Lymphoma Society from 2013 to 2018. Dr. Tollefson completed her pre-pharmacy education at Kansas State University and received her doctorate in pharmacy from the University of Kansas in 1992. The Board of Directors believes that Dr. Tollefson’s qualifications to sit on the Board include her extensive experience in pharmaceutical development, product strategy and commercialization.
DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING AND CONTINUING IN OFFICE
DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING AND CONTINUING IN OFFICE Paul Bunn, M.D., age 81, is a Class III director who has served as a member of our Board of Directors since June 2021. Dr. Bunn has served as Professor of Medicine at the University of Colorado School of Medicine since 1984 in progressive positions. Dr. Bunn has served as distinguished Professor of Medicine since 2013 and the James Dudley Chair in Cancer Research, Division of Medical Oncology since 2006 at the University of Colorado School of Medicine. Dr. Bunn has served as the Director of the University of Colorado Cancer Center from 1987 to 2009, and the Head of the Division of Medical Oncology from 1984 to 1994. Dr. Bunn was the President of American Society of Clinical Oncology (ASCO) and a member of its board of directors. Dr. Bunn has served as Chief Executive Officer, President, and member of the board of directors of the International Association for the Study of Lung Cancer (IASLC). Dr. Bunn was also the President of the American Association of Cancer Institutes (AACI) and has chaired the U.S. Food and Drug Administration’s Oncologic Drugs Advisory Committee. Dr. Bunn received a B.A. degree in biology from Amherst College and earned his M.D. degree from Weill Cornell Medical College. The Board of Directors believes that Dr. Bunn’s qualifications to sit on the Board include his illustrious career dedicated to improving outcomes for cancer patients, along with his extensive experience in clinical research. Anil Kapur, age 57, is a Class III director who has served as a member of our Board of Directors since October 2022. Mr. Kapur served as Executive Vice President, Corporate Strategy and Chief Commercial Officer of Geron Corporation from December 2019 to August 2024. Prior to joining Geron, Mr. Kapur was Chief Commercial Officer at Actinium Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, from February 2018 to November 2019. From October 2016 until February 2018, Mr. Kapur was Vice President, Head of Early Assets, Biomarkers and External Innovation for Worldwide Oncology Commercialization at Bristol-Myers Squibb Company, a global biopharmaceutical company. Mr. Kapur served as Vice President, Global Head of Commercial and Portfolio Strategy at Baxalta, Incorporated, a biopharmaceutical company, in a newly created Oncology Division, from November 2015 until after its acquisition by Shire plc in July 2016. Before joining Baxalta, Mr. Kapur held marketing and sales leadership roles of increasing responsibility during his 15-year tenure at the Janssen Pharmaceutical Companies of Johnson & Johnson (Janssen). As Vice President, Commercial Leader, Hematology Franchise in Janssen’s Global Commercial Strategy Organization, he led the development and execution of commercial strategy and launch plans for in-market development, late development, and early pipeline assets, including imetelstat. Among Mr. Kapur’s most recognized achievements while at Janssen were the successful global launches of two transformational blockbuster hematology-oncology drugs, Imbruvica and Darzalex. Mr. Kapur presently serves on the board of directors of the public company Nurix Therapeutics, Inc. Mr. Kapur holds a Bachelor of Engineering from Birla Institute of Technology in India; an M.S. in Industrial Engineering from Louisiana Tech University; and an M.B.A. from the Fuqua School of Business at Duke University. The Board of Directors believes that Mr. Kapur’s qualifications to sit on the Board include his deep expertise in oncology and strong track record of product launch and commercial operations success. Michael Kauffman M.D., Ph.D. age 62, is a Class I director who has served as our President of Development since December 2025, a member of our Board of Directors since November 2012 and our Lead Director from June 2016 through December 2025. Prior to his role as President of Development, he was the Chief Executive Officer, president and board member of Nereid Therapeutics Inc. Dr. Kauffman was the cofounding Chief Executive Officer and acting Chief Medical Officer of Karyopharm Therapeutics Inc., a publicly traded commercial stage biotechnology company, from January 2011 to April 2021 and senior clinical advisor from May 2021 to May 2022. Prior to this, Dr. Kauffman was the Chief Medical Officer of Onyx Pharmaceuticals, Inc., a publicly traded biotechnology company, from November 2009 until December 2010. Dr. Kauffman was the Chief Medical Officer of Proteolix, Inc., a privately held pharmaceutical company, from April 2009 until November 2009, when it was acquired by Onyx Pharmaceuticals, Inc., and he was Chairman of the Board of Proteolix prior to becoming the Chief Medical Officer. Dr. Kauffman was an Operating Partner at Bessemer Venture Partners from 2008 to 2009. From September 2002 until July 2008, Dr. Kauffman was the President and Chief Executive Officer of EPIX Pharmaceuticals, Inc., a publicly traded biotechnology company. Dr. Kauffman joined Predix Pharmaceuticals, Inc., the predecessor to EPIX, in September 2002, as President and Chief Executive Officer. From 1997 to 2002, he held a number of senior medical and program leadership positions at Millennium Pharmaceuticals, Inc., then a publicly traded biotechnology company, including Vice President, Medicine and VELCADE Program Leader as well as co-founder and Vice President of Medicine at Millennium Predictive Medicine, a wholly-owned subsidiary of Millennium. Dr. Kauffman also served as Medical Director at Biogen Corporation (now Biogen, Inc., a publicly traded biotechnology company). He also currently serves on the board of directors of Kezar Biosciences and several private biotechnology companies. Dr. Kauffman previously served on the Board of directors of Karyopharm Therapeutics, Inc., Zalicus, Inc., EPIX Pharmaceuticals, Inc., Predix Pharmaceuticals Inc. and Proteolix Inc., and Bioenvision Inc. Dr. Kauffman received an M.D. and Ph.D. in molecular biology and biochemistry from Johns Hopkins University and holds a B.A. in biochemistry from Amherst College. Dr. Kauffman trained in Internal Medicine at Beth Israel Deaconess and rheumatology at Massachusetts General Hospitals, and is board certified in internal medicine. The Board of Directors believes that Dr. Kauffman’s qualifications to sit on the Board include the combination of his significant business, clinical development and leadership experience at public life sciences companies and his medical and scientific background.
DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING AND CONTINUING IN OFFICE
John Johnson, age 68, is a Class I director who has served as a member of our Board of Directors since April 2020 and as our Lead Director since December 2025. From December 2024 through November 2025, Mr. Johnson was the Executive Chairman of Applied Therapeutics. Mr. Johnson has served as a member of the board of directors of Reaction Biology, a privately held company, since March 2022, and served as that company’s Chief Executive Officer from March 2022 until December 2024 and resigned as Chief Executive Officer but remains on the board effective December 2024. Mr. Johnson was the Chief Executive Officer of Strongbridge Biopharma plc, a publicly traded biopharmaceutical company, from July 2020 until the company was acquired by Xeris Biopharma Holdings, Inc. in October 2021 and he currently sits on the board of directors of Xeris Biopharma Holdings, Inc. Mr. Johnson was a member of Strongbridge Biopharma Plc’s board of directors from March 2015 until October 2021. Mr. Johnson recently served as chairman of publicly traded company Autuolus Therapeutics plc from September 2022 through April 2024. Mr. Johnson served as a board member of Melinta Pharmaceuticals, Inc. through September 2019, having served as Chief Executive Officer from February 2019 through August 2019 and as interim Chief Executive Officer from October 2018 through February 2019. Melinta Pharmaceuticals, Inc. filed for Chapter 11 bankruptcy protection on December 27, 2019 and is now privately owned. From January 2012 until August 2014, Mr. Johnson served as the President and Chief Executive Officer of Dendreon Corporation and as its Chairman from January 2012 until June 2014. From January 2011 until January 2012, he served as the Chief Executive Officer and a member of the board of Savient Pharmaceuticals, Inc. From November 2008 until January 2011, Mr. Johnson served as Senior Vice President and President of Eli Lilly and Company’s Oncology unit. He was also Chief Executive Officer of ImClone Systems Incorporated, which develops targeted biologic cancer treatments, from August 2007 until November 2008, and served on ImClone’s board of directors until it was acquired by Eli Lilly in November 2008. From 2005 to 2007, Mr. Johnson served as Company Group Chairman of Johnson & Johnson’s Worldwide Biopharmaceuticals unit, President of its Ortho Biotech Products LP and Ortho Biotech Canada units from 2003 to 2005, and Worldwide Vice President of its CNS, Pharmaceuticals Group Strategic unit from 2001 to 2003. Prior to joining Johnson & Johnson, he also held several executive positions at Parkstone Medical Information Systems, Inc., OrthoMcNeil Pharmaceutical Corporation and Pfizer, Inc. Mr. Johnson currently serves on the board of directors of Axogen Inc., a publicly traded company. Mr. Johnson is the former Chairman of Tranzyme Pharma, Inc., former lead independent director of Sucampo Pharmaceuticals, Inc. and a former director of Histogenics Corporation, AVEO Pharmaceuticals, Inc. and Portola Pharmaceuticals, Inc. He previously served as a member of the board of directors for the Pharmaceutical Research and Manufacturers of America and the Health Section Governing Board of Biotechnology Industry Organization. Mr. Johnson holds a B.S. from the East Stroudsburg University of Pennsylvania. Mr. Johnson brings to our Board of Directors extensive leadership, business and governance experience having served as a chief executive officer and on the board of directors of numerous public biopharmaceutical companies. The Board of Directors believes Mr. Johnson’s strong leadership qualities and industry knowledge position him well to provide valuable insights to both management and his fellow board members on issues facing the Company. Daniel Paterson, age 65, is a Class III director who has served as our Chief Executive Officer, and as a member of the Board of Directors since August 2023, our President since June 2019, in addition to serving as our Chief Operating Officer from December 2014 to July 2023, our Chief Business Officer from July 2013 to December 2014 and as our Vice President, Head of Corporate Development and Diagnostics from March 2012 until July 2013. Prior to joining us in March 2012, Mr. Paterson was a consultant in 2011. From 2009 through 2010, Mr. Paterson was the Chief Operating Officer of On-Q-ity. Mr. Paterson was the President and Chief Executive Officer of The DNA Repair Company from 2006 until 2009, when it was acquired by On-Q-ity. Previously, he held senior level positions at IMS Health, CareTools, OnCare, and Axion. Mr. Paterson holds a B.A. in Biology from Boston University, and attended the Northeastern University Graduate Pharmacology program. The Board of Directors believes that Mr. Paterson’s qualifications to sit on the Board include his extensive experience in oncology drug and diagnostic product development, regulatory strategy, business development and launch planning. Michelle Robertson, age 59, is a Class III director who has served as a member of our Board of Directors since November 2021. Ms. Robertson is the Executive Vice President and Chief Financial Officer of Geron Corporation. Prior to joining Geron, Ms. Robertson served as Chief Financial Officer of Editas Medicine, Inc, a publicly traded company, since January 2020. Ms. Robertson previously served as the Chief Financial Officer of Momenta Pharmaceuticals, Inc. (“Momenta”), a publicly traded biotechnology company, from October 2018 until January 2020, and as Vice President, Financial Planning and Analysis of Momenta from May 2017 to October 2018. From 2015 to 2016, Ms. Robertson was Vice President, Oncology Finance for Baxalta, Inc., a biopharmaceutical company, following its spin-off from Baxter International. From 2012 to 2015, Ms. Robertson served as Head of Financial Planning and Analysis and Operations Excellence at Ironwood Pharmaceuticals, Inc., and prior to that, held various Finance and Commercial Operations-leadership positions in the Oncology and Biosurgery divisions at Genzyme Corporation (now Sanofi Genzyme), a biotechnology company. Ms. Robertson received her B.S. in Finance from Bentley University. The Board of Directors believes that Ms. Robertson’s qualifications to sit on the Board include her significant financial, accounting and management expertise, as well as her experience within the pharmaceutical and biotechnology industries.
DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING AND CONTINUING IN OFFICE
Eric Rowinsky, M.D., age 69, is a Class I director who has served as a member of our Board of Directors since May 2017. Since 2016, Dr. Rowinsky has served as a consulting Chief Medical Officer and/or independent advisor/consultant to several biopharmaceutical companies and investment funds, including RRD International, Biocity, Nectin, Biovetrx, Antido, Vaxxas, Aleta, Innovative Cellular Therapeutics, Neophore, SEED Therapeutics, C-Bridge Capital, DROIA, and others, providing expertise in developing and registering a novel cancer therapeutic. Dr. Rowinsky has served as a consulting Chief Medical Officer for RRD International, a life-science company that advises biopharma on therapeutic development and registrational strategies since May 2025. From July 2021 to March 2023, Dr. Rowinsky served as a part-time Chief Medical Officer of Hummingbird Biotherapeutics, a life-science company. From 2015 to 2023, Dr. Rowinsky served as Executive Chairman of the board of directors and President of Inspira, Inc. (formerly Rgenix, Inc.) and served as its President, Chairman of the Scientific Advisory Board, and Director until March 2025. Dr. Rowinsky served as Executive Vice President, Chief Medical Officer and Head of Research and Development of Stemline Therapeutics, Inc., a clinical-stage biopharmaceutical company, from November 2011 until October 2015. Prior to joining Stemline, Dr. Rowinsky was co-founder and Chief Executive Officer of Primrose Therapeutics, Inc., a start-up biotechnology company, from June 2010 until its acquisition in September 2011. Dr. Rowinsky also served as a drug development and regulatory strategy consultant to the ImClone-Lilly Oncology Business Unit and several other biopharmaceutical and life sciences companies from 2010 to 2011. From 2005 to 2009, Dr. Rowinsky was Executive Vice President and Chief Medical Officer of ImClone Systems Inc., where he led the FDA approval of Erbitux for head and neck and colorectal cancers and advanced eight other monoclonal antibodies through clinical development. From 1996 to 2004, Dr. Rowinsky held several positions at the Cancer Therapy and Research Center, including Director of the Institute of Drug Development, or IDD, and the SBC Endowed Chair for Early Drug Development at the IDD. From 1996 to 2006, Dr. Rowinsky was a Clinical Professor of Medicine at the University of Texas Health Science Center at San Antonio. From 1988 to 1996, Dr. Rowinsky was an Associate Professor of Oncology at The Johns Hopkins University School of Medicine. Dr. Rowinsky was a longstanding National Cancer Institute principal and co-principal investigator from 1990 to 2004, and was integrally involved in pivotal clinical and preclinical investigations that led to the development of numerous cancer therapeutics, including paclitaxel, docetaxel, topotecan, irinotecan, erlotinib, gefitinib, ramucirumab, tagraxofusp and temsirolimus among others. Dr. Rowinsky was also an Adjunct Professor of Medicine at New York University School of Medicine (2008-2018). Dr. Rowinsky presently serves on the boards of directors of the public companies Biogen Idec, Inc., Fortress Biotech, Inc., and Purple Biotech Ltd. Dr. Rowinsky received a B.A. degree from New York University (1977) and an M.D. degree from Vanderbilt University School of Medicine (1981). Dr. Rowinsky completed his residency in internal medicine at the University of California, San Diego (1984) and completed his fellowship in medical oncology at The Johns Hopkins Oncology Center (1987). He has authored more than 315 peer-reviewed manuscripts, and serves as an editor of several cancer journals. The Board of Directors believes that Dr. Rowinsky’s qualifications to sit on the Board include his principal expertise in the development and registration of novel therapeutics to treat cancer.
NON-EMPLOYEE DIRECTOR COMPENSATION\
NON-EMPLOYEE DIRECTOR COMPENSATION\
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation Under our non-employee director compensation policy, each non-employee director received an annual base retainer of $45,000 in fiscal year 2025. In addition, our non-employee directors were entitled to receive the following cash compensation for Board and committee service in fiscal year 2025, as applicable:
2025 Non-Employee Director Compensation
| Board and Committee Positions | Fees | | Lead Director | $25,000 | | Audit Committee Chairperson | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chairperson | $15,000 | | Compensation Committee Member | $7,000 | | Nominating and Corporate Governance Committee Chairperson | $10,000 | | Nominating and Corporate Governance Committee Member | $5,000 | | Research and Development Committee Chairperson | $20,000 | | Research and Development Committee Member | $10,000 | | Commercialization Committee Chairperson | $20,000 | | Commercialization Committee Member | $10,000 |
2025 Non-Employee Director Compensation
All amounts are paid in quarterly installments. In addition, our non-employee directors receive an annual equity award as compensation for their service on the Board of Directors. Each non-employee director who was serving on the Board of Directors as of the prior year’s annual meeting of the Company’s stockholders receives an annual award of an option to purchase shares of our common stock and restricted stock units, each of which vests on a monthly basis over a one-year period, generally subject to the director’s continued service on the Board of Directors through the applicable vesting date (collectively, the “Annual Grant”). In 2025, the Annual Grant consisted of an option to purchase 12,500 shares of our common stock and 8,333 restricted stock units. Pursuant to our non-employee director compensation policy, newly appointed directors receive an initial grant of options to purchase shares of our common stock, with the number of shares determined by a periodic compensation review, and a restricted stock unit award, if determined appropriate by a periodic compensation review (collectively, an “Initial Grant”). The Initial Grant will be granted both as an initial inducement to join the Board of Directors and as compensation in respect of the director’s service during his or her partial first year of service. The Initial Grant generally vests in twelve (12) equal installments on each quarterly anniversary of the director’s start date such that the Initial Grant is fully vested after three years from the start date, generally subject to the director’s continued service on the Board of Directors through the applicable vesting date. There were no newly appointed non-employee directors in 2025. In January 2026, the Board of Directors approved an increase in the annual base retainer for each non-employee director from $45,000 to $50,000 and an increase in the additional cash compensation for the Lead Director from $25,000 to $35,000, in each case effective as of January 1, 2026. The Board approved these increases after a review of peer group compensation data provided by Pearl Meyer, as more fully described under “Named Executive Officer Compensation” below. In addition, in January 2026 the Board of Directors approved (i) removing the grant of options to purchase shares of our common stock from the Annual Grant, which will instead consist of a restricted stock unit grant in an amount determined by dividing $250,000 by the closing price of common stock on the Annual Meeting date, provided that the number of restricted stock units shall not exceed 36,000 restricted stock units and (ii) removing the grant of options to purchase shares of our common stock from the Initial Grant, which will instead consist of a restricted stock unit grant both as an initial inducement to join the Board of Directors and as compensation in respect of the director’s service during his or her partial first year of service, in each case effective as of January 1, 2026. These changes were also made after a review of the practices of peer group companies.
2025 Director Compensation
2025 Director Compensation In January 2024, the Company entered into a consulting agreement with Dr. Rowinsky pursuant to which he agreed to provide consulting services to us for a consulting fee of $7,000 per month. January 2025 was Dr. Rowinsky’s last month of service under the agreement. The Company expects to enter into a new consulting agreement with Dr. Rowinsky pursuant to which he is expected to provide consulting services to us for a consulting fee. Dr. Kauffman, our President of Development, received compensation for his service as a director until he was appointed President of Development in December 2025. Dr. Kauffman’s compensation for his service as a director is described under the heading “2025 Director Compensation” below. Mr. Paterson, our President and Chief Executive Officer, does not receive compensation for his service as a director. Mr. Paterson’s compensation is described under the heading “Named Executive Officer Compensation” below. The following table summarizes the compensation paid to or earned by our directors during the year ended December 31, 2025:
2025 Director Compensation
| | Fees Earned or Paid | Stock Awards | Option Awards | All Other Compensation | | | Name | in Cash ($) | ($) (1) (3) | ($) (2) (3) | ($) (4) | Total ($) | | Paul Bunn, M.D. | 55,000 | 62,331 | 75,662 | — | 192,993 | | Robert Gagnon | 45,000 | 62,331 | 75,662 | — | 182,993 | | John Johnson | 62,000 | 62,331 | 75,662 | — | 199,993 | | Anil Kapur | 72,000 | 62,331 | 75,662 | — | 209,993 | | Michael Kauffman, M.D., Ph.D. | 105,000 | 62,331 | 75,662 | — | 242,993 | | Michelle Robertson | 65,000 | 62,331 | 75,662 | — | 202,993 | | Eric Rowinsky, M.D. | 70,000 | 62,331 | 75,662 | 7,000 | 214,993 | | Brian Stuglik | 65,000 | 62,331 | 75,662 | — | 202,993 | | Karin Tollefson, PharmD | 60,000 | 62,331 | 75,662 | — | 197,993 |
2025 Director Compensation
| (1) The amounts shown in this column represent the aggregate grant date fair value of time-based restricted stock unit awards granted during 2025 determined in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718 (“FASB ASC Topic 718”). The aggregate grant date fair value of |
2025 Director Compensation
| the restricted stock units was determined by multiplying the closing price of our common stock on the date of grant by the number of restricted stock units. |
2025 Director Compensation
| (2) Amounts shown represent the aggregate grant date fair value of stock option awards granted to the director in 2025 and calculated in accordance with FASB ASC Topic 718. For information regarding assumptions underlying the value of stock option awards, see Note 11 to our financial statements and the discussion under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates—Stock-Based Compensation,” of our 2025 Annual Report on Form 10-K. |
2025 Director Compensation
| (3) Each non-employee director received an option to purchase 12,500 shares of our common stock and 8,333 restricted stock units in 2025. As of December 31, 2025, the aggregate number of equity awards held by each non-employee director was as follows: Dr. Bunn, 35,279 stock options and 3,473 unvested restricted stock units; Mr. Gagnon 164,304 stock options and 3,473 unvested restricted stock units; Mr. Johnson, 43,965 stock options and 3,473 unvested restricted stock units; Mr. Kapur, 43,806 stock options and 3,473 unvested restricted stock units; Dr. Kauffman, 51,494 stock options and 3,473 unvested restricted stock units; Ms. Robertson, 40,707 stock options and 3,473 unvested restricted stock units; Dr. Rowinsky, 47,988 stock options and 3,473 unvested restricted stock units; Mr. Stuglik, 392,252 stock options and 3,473 unvested restricted stock units, and Dr. Tollefson, 40,624 stock options and 3,473 unvested restricted stock units. |
2025 Director Compensation
| (4) Amounts shown represent fees paid to Dr. Rowinsky in respect of his consulting services for fiscal year 2025. |
PROPOSAL NO. 2—APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN
PROPOSAL NO. 2—APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN
Overview
| ● | the Company’s historic rates of equity award issuances and projected share needs; |
Overview
| ● | No Liberal Share-Recycling. Shares underlying stock options and other awards delivered under the Amended and Restated 2021 Plan will not be recycled into the share pool if they are withheld in satisfaction of tax withholding obligations or the exercise or purchase price of the award. |
Overview
| ● | No Discounted Stock Options or SARs. All stock options and SARs granted under the Amended and Restated 2021 Plan must have a per share exercise price or base value that is not less than the closing price of the underlying shares on the date of grant (or the immediately preceding date on which a closing price was reported if there is no closing price on the date of grant). |
Overview
| ● | No Reload Awards. No term of an award may provide for automatic “reload” grants of additional awards upon exercise of a stock option or SAR or otherwise as a term of an award. |
Overview
In setting the size of the share pool under the Amended and Restated 2021 Plan, the Board of Directors considered the historical amounts of equity awards granted by the Company in the last three calendar years. As of March 6, 2026, there were 307,555 shares of our common stock available for grant under the 2021 Plan. In calendar years 2025, 2024 and 2023, we made grants of equity awards under the 2021 Plan of 1,440,541 shares, 1,750,532 shares, and 1,108,333 shares, respectively, of our common stock. On January 17, 2024, our stockholders, upon recommendation of the board of directors, approved a one-time stock option exchange program (the “Option Exchange Program”), under which certain employees, including executive officers and non-employee directors, were given the opportunity to exchange certain underwater options to purchase shares of our common stock for new options to purchase shares of our common stock. Pursuant to the Option Exchange Program, we accepted for cancellation options to purchase an aggregate of 603,330 shares of our common stock and we granted new options to purchase 603,330 shares of our common stock pursuant to the 2021 Plan. The weighted average number of shares of our common stock outstanding in calendar years 2025, 2024 and 2023 was 69,309,028, 35,713,268 and 22,054,073, respectively. As a result, under the 2021 Plan our three-year average burn rate is 3.4%. In setting the size of the share pool under the Amended and Restated 2021 Plan, the Board also considered the total amount of equity awards outstanding under existing grants as of March 6, 2026, as further shown in the chart below. Based on an analysis by Pearl Meyer of the remaining shares available for grant under the 2021 Plan, the number of equity awards outstanding under our equity incentive plans, our historical burn rate, our current capitalization including pre-funded warrants, the features of the Amended and Restated 2021 Plan and the equity plan guidelines established by proxy advisory firms, the Board approved the Amended and Restated 2021 Plan and the share pool authorized under it to ensure that we continue to have the ability to provide industry competitive long-term incentive compensation to our key contributors. Based on these same factors, we believe this proposal is well within sector norms. We estimate that the share pool under the Amended and Restated 2021 Plan will enable us to continue to make grants of equity awards for approximately the next one to two years.
Potential Dilution
| (1) Assumes all milestones are met with respect to performance-based stock options and restricted stock units. |
Eligibility
Eligibility Our employees, directors, consultants and advisors are eligible to receive awards under the Amended and Restated 2021 Plan. However, eligibility for incentive stock options is limited to our employees and employees of certain affiliates, and eligibility for other stock options and for SARs is limited to individuals providing direct services to the Company or certain subsidiaries of the Company on the date of grant. As of March 6, 2026, we estimate that approximately 128 employees including all of our executive officers, eight non-employee directors, and approximately three advisors or consultants would be eligible to participate in the Amended and Restated 2021 Plan.
Authorized Shares
Authorized Shares Subject to adjustment as described below, the number of shares of our common stock that are reserved for issuance under the Amended and Restated 2021 Plan, including upon the exercise of incentive stock options is (i) 16,752,444 plus (ii) the number of shares of our common stock underlying awards under the 2012 Plan that expire, terminate or are surrendered without delivery of shares, are forfeited to or repurchased by us, or otherwise become available again for grant under the terms of the 2012 Plan (in the case of clause (ii), up to 209,329 shares). The number of shares of our common stock delivered in satisfaction of awards under the Amended and Restated 2021 Plan is determined (i) by including shares withheld by us in payment of the exercise price or purchase price of the award or in satisfaction of tax withholding requirements with respect to the award, (ii) by including the full number of shares covered by a SAR any portion of which is settled in shares of our common stock (and not only the number of shares delivered in settlement of the award), and (iii) by excluding any shares underlying awards settled in cash or that expire, become unexercisable, terminate or are forfeited to or repurchased by the Company without the delivery of shares of our common stock (or retention, in the case of restricted stock or unrestricted stock). The number of shares available for delivery under the Amended and Restated 2021 Plan will not be increased by any shares that have been delivered under the Amended and Restated 2021 Plan and are subsequently repurchased using proceeds directly attributable to stock option exercises. Shares that may be delivered under the Amended and Restated 2021 Plan may be authorized but unissued shares, treasury shares or previously issued shares acquired by the Company.
Types of Awards
Types of Awards The Amended and Restated 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, SARs, restricted stock awards, restricted stock units and other stock-based awards. Dividends or dividend equivalents may also be provided in connection with awards under the Amended and Restated 2021 Plan.
Types of Awards
| ● | Stock options and SARs. The Administrator may grant stock options, including incentive stock options, and SARs. A stock option is a right entitling the holder to acquire shares of our common stock upon payment of the applicable exercise price. A SAR is a right entitling the holder upon exercise to receive an amount (payable in cash or shares of equivalent value) equal to the excess of the closing price of the shares subject to the right over the base value from which appreciation is measured. The exercise price of each stock option, and the base value of each SAR, granted under the Amended and Restated 2021 Plan may not be less than 100% of the closing price of a share on the date of grant (or the immediately preceding date on which a closing price was reported if there is no closing price on the date of grant). Announcements or developments shortly following a grant date may cause the closing or other price of a share to rise. Other than in connection with certain corporate transactions (such as a stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or other exchange of shares), stock options and SARs granted under the Amended and Restated 2021 Plan may not be repriced, amended to provide for a lower exercise price or base value, or canceled in exchange for new stock options or SARs having a lower exercise price or base value, nor may any consideration be paid upon the cancellation of any stock options or SARs that have a per share exercise or base price greater than the value of a share on the date of such cancellation, in each case, without stockholder approval. Each stock option and SAR will have a maximum term of not more than ten years from the date of grant. |
Types of Awards
| ● | Restricted and unrestricted stock and stock units. The Administrator may grant awards of shares, stock units, restricted stock and restricted stock units. A stock unit is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, and a restricted stock unit is a stock unit that is subject to the satisfaction of specified performance or other vesting conditions. Restricted stock is an award of shares subject to restrictions requiring that they be redelivered or forfeited to the company if specified conditions are not satisfied. |
Vesting; Terms of Awards
Vesting; Terms of Awards The Administrator determines the terms of all awards granted under the Amended and Restated 2021 Plan, including the time or times an award vests or becomes exercisable, the terms on which an award remains exercisable, and the effect of termination of a participant’s employment or service on an award. The Administrator may at any time accelerate the vesting or exercisability of an award.
New Plan Benefits
| Name | Number of Stock Options and Restricted Stock Units | | Daniel Paterson, President and Chief Executive Officer | 166,666 | | Daniel Calkins, Chief Financial Officer | 64,666 | | Matthew Ros, former Chief Operating Officer | — | | Michael Kauffman, President of Development | 20,833 | | Executive group | 252,165 | | Non-executive director group | 166,664 | | Non-executive officer employee group | 763,212 | | Total | 1,182,041 |
Payments on Termination of Employment or Change of Control
Payments on Termination of Employment or Change of Control Each of our currently employed named executive officers is a party to an employment agreement with us that provides for certain payments and benefits in connection with a qualifying termination of his employment, including in the context of a change of control, as described in “Agreements with Named Executive Officers” above. Mr. Ros is a party to the Ros Separation Agreement which provides for certain payments and benefits in connection with the termination of his employment, as described in “Agreements with Named Executive Officers” above. In addition, other than in respect of certain performance-based awards, in the event of a change of control, any portion of an equity award held by an employee (including an award held by any named executive officer) that is outstanding and unvested immediately prior to the change of control will become fully vested and, if applicable, exercisable, immediately prior to such change of control.
Equity Compensation Plan Information
| (1) Reflects outstanding equity awards and weighted-average exercise price of outstanding options to purchase shares of our common stock as of December 31, 2025. |
Pay versus Performance
Pay versus Performance As required by applicable SEC regulations, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.
Pay versus Performance
| | | | | | | | Value of | | | | | | | | Average | | Initial Fixed | | | | Summary | | Summary | | Summary | | $100 | | | | Compensation | | Compensation | | Compensation | | Investment | | | | Table Total | | Table Total | | Table Total | Average | Based On | | | | for Principal | Compensation | for Principal | Compensation | for Non-PEO | Compensation | Total | | | | Executive | Actually Paid | Executive | Actually Paid | Named | Actually Paid | Shareholder | Net Income/ | | | Officer (“PEO”)(1) | to PEO(2) | Officer (“PEO”)(1) | to PEO(2) | Executive | to Non-PEO | Return | (Loss) (in | | Year | Daniel Paterson | Daniel Paterson | Brian Stuglik | Brian Stuglik | Officers (“NEOs”)(3) | NEOs(4) | (“TSR”)(5) | thousands)(6) | | 2025 | $2,349,975 | $3,776,701 | $— | $— | $958,342 | $863,228 | $159.83 | $(209,471) | | 2024 | $2,536,767 | $2,378,603 | $— | $— | $741,010 | $791,883 | $107.03 | $(130,637) | | 2023 | $3,626,857 | $3,244,577 | $2,021,126 | $2,202,015 | $622,564 | $659,974 | $168.52 | $(87,367) |
Pay versus Performance
| (1) The dollar amounts reported in these columns are the amounts of total compensation reported for Mr. Paterson for 2025, 2024 and 2023, and Mr. Stuglik for 2023, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the “Summary Compensation Table” for additional details for Mr. Paterson’s compensation. |
Pay versus Performance
| (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Paterson in 2025, 2024 and 2023, and Mr. Stuglik for 2023, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Paterson’s total compensation for 2025, 2024 and 2023, and Mr. Stuglik’s total compensation for 2023, to determine the compensation actually paid: |
Pay versus Performance
| | Reported | | | | | | Summary | Reported | | | | | Compensation | Value of | Equity Award | Compensation | | | Table Total | Equity | Adjustments(b) | Actually Paid | | Year and PEO | for PEO | Awards (a) | (c) | to PEO ($) | | 2025 | $2,349,975 | $(1,161,661) | $2,588,387 | $3,776,701 | | 2024 | $2,536,767 | $(1,508,877) | $1,350,713 | $2,378,603 | | 2023 - Daniel Paterson | $3,626,857 | $(2,729,267) | $2,346,987 | $3,244,577 | | 2023 - Brian Stuglik | $2,021,126 | $(1,126,484) | $1,307,373 | $2,202,015 |
Pay versus Performance
| a) | The reported value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the “Summary Compensation Table” for the applicable year. |
Pay versus Performance
| b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date and; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end |
Pay versus Performance
| of the prior fiscal year). The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay versus Performance
| | | Fair Value | Year over | | | | | | | (as of | Year Change | | Year over | | | | Year End | Prior Year End) | in Fair Value | Fair Value | Year Change | | | | Fair Value of | of | of | as of Vesting | in Fair Value | | | | Outstanding | Previously Granted | Outstanding | Date of | of Equity | | | | and Unvested | Equity Awards | and Unvested | Equity | Awards | | | | Equity | That Failed to | Equity | Awards | Granted in | | | | Awards | Meet Vesting | Awards | Granted and | Prior Years | Total Equity | | | Granted in | Conditions | Granted in | Vested in the | that Vested | Award | | | the Year | in the Year | Prior Years | Year | in the Year | Adjustments | | Year and PEO | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | $1,286,662 | $— | $639,101 | $— | $662,624 | $2,588,387 | | 2024 | $2,116,117 | $(110,429) | $(633,861) | $— | $(21,114) | $1,350,713 | | 2023 - Daniel Paterson | $2,210,626 | $— | $100,998 | $— | $35,363 | $2,346,987 | | 2023 - Brian Stuglik | $1,076,779 | $— | $185,465 | $— | $45,129 | $1,307,373 |
Pay versus Performance
| c) | For the equity values included in “Equity Award Adjustments”, the valuation assumptions used to calculate fair values of stock options were materially different from those disclosed at the time of the grant of the stock options. We estimated the fair value of stock options at each applicable vesting date and the year-end date utilizing a binomial lattice model. Key inputs included the contractual terms of each agreement such as vesting date, maturity date, and exercise price, while additional key inputs included the closing stock price, volatility, dividend rates, risk free rates, and an early-exercise factor which were all determined as of the revaluation date. |
Pay versus Performance
| (3) The dollar amounts reported in this column represent the average of the amounts reported for our non-PEO named executive officers as a group for each corresponding year in the “Total” column of the Summary Compensation Table. The names of each of the named executive officers included for purposes of calculating the average amounts in each applicable year are as follows: 2025: Dr. Kauffman, and Messrs. Calkins and Ros, 2024: Mr. Calkins and 2023: Mr. Calkins. |
Pay versus Performance
| (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO named executive officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO named executive officers as a group for each year to determine the compensation actually paid, using the same methodology and valuation assumptions described above in Note (2): |
Pay versus Performance
| | Reported | | | | | | Summary | | | | | | Compensation | Reported | | Average Compensation | | | Table Average Total | Value of | Equity | Actually Paid | | | for Non-PEO | Equity | Award | to Non-PEO | | Year | NEOs | Awards | Adjustments | NEOs ($) | | 2025 | $958,342 | $(391,348) | $296,234 | $863,228 | | 2024 | $741,010 | $(269,320) | $320,193 | $791,883 | | 2023 | $622,564 | $(220,731) | $258,141 | $659,974 |
Pay versus Performance
| a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay versus Performance
| | | Fair Value | Year over | | | | | | | (as of | Year Change | | Year over | | | | Year End | Prior Year End) | in Fair Value | Fair Value | Year Change | | | | Fair Value of | of | of | as of Vesting | in Fair Value | | | | Outstanding | Previously Granted | Outstanding | Date of | of Equity | | | | and Unvested | Equity Awards | and Unvested | Equity | Awards | | | | Equity | That Failed to | Equity | Awards | Granted in | | | | Awards | Meet Vesting | Awards | Granted and | Prior Years | | | | Granted in | Conditions | Granted in | Vested in the | that Vested | Total Equity Award | | | the Year | in the Year | Prior Years | Year | in the Year | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | $184,113 | $— | $35,013 | $26,009 | $51,099 | $296,234 | | 2024 | $423,896 | $(5,497) | $(76,382) | $— | $(21,824) | $320,193 | | 2023 | $234,163 | $— | $20,794 | $— | $3,184 | $258,141 |
Pay versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2025, 2024 or 2023. |
Pay versus Performance
| (6) The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid,” as computed in accordance with Item 402(v) of Regulation S-K, for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. We do not utilize TSR or net loss in our executive compensation program. However, we do utilize several other performance measures to align executive compensation with our performance. As described in more detail above in the section “Company Performance Highlights” and “2025 Base Salary and Bonus”, our named executive officers are eligible to receive compensation that consists in part of annual performance-based cash bonuses that are designed to (i) provide appropriate incentives to our executive officers to achieve defined annual corporate goals and (ii) reward our executive officers for individual achievement towards these goals. Additionally, we view equity awards, which are an integral part of our executive compensation program, as reflective of Company performance because, despite not being directly tied to TSR, they provide value if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. These equity awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. With respect to net income (loss), because we were not a commercial-stage company until the launch of AVMAPKI FAKZYNJA CO-PACK and did not have any revenue until 2025, other than revenue associated with our sale of COPIKTRA to Secura Bio, Inc., our Company has not historically looked to net income (loss) as a performance measure for our executive compensation program. The following graph illustrates the relationship during 2025, 2024 and 2023 of the “compensation actually paid” for our PEO and other non-PEO named executive officers to our TSR, as calculated pursuant to SEC rules: The following graph illustrates the relationship during 2025, 2024 and 2023 of the “compensation actually paid” for our PEO and other non-PEO named executive officers to our net income (loss), as calculated pursuant to SEC rules: