DEF 14A of Coherus Oncology, Inc.
Filed Apr 20, 2026 · FY20250001104659-26-045251
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors is divided into three classes. Each class is required to consist, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Except as otherwise provided by law, vacancies on the Board of Directors may be filled only by individuals elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a particular class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Our Board of Directors currently consists of nine directors divided into the three following classes:
ELECTION OF DIRECTORS
| ● | the Class I directors are Rita A. Karachun, Lee N. Newcomer, MD and Charles W. Newton and their terms will expire at the 2027 annual meeting of the Company’s stockholders; |
ELECTION OF DIRECTORS
| ● | the Class II directors are Jill O’Donnell-Tormey, Ph.D., Michael Ryan, and Ali J. Satvat, and their terms will expire at the 2028 Annual Meeting; and |
ELECTION OF DIRECTORS
| ● | the Class III directors are Georgia Erbez, Dennis M. Lanfear and Mats L. Wahlström, and their terms will expire at the 2026 annual meeting of the Company’s stockholders. |
ELECTION OF DIRECTORS
Our current Class III directors are Georgia Erbez, Dennis M. Lanfear, and Mats L. Wahlström. In April 2026, and in light of our Company’s scale transformation from a biosimilar company to an innovative oncology company, the Board of Directors determined to nominate only Mr. Lanfear and Mr. Wahlström for re-election. The Board subsequently determined to reduce the size of the Board from nine members to eight members effective immediately prior to the election of directors at the 2026 Annual Meeting. Mr. Lanfear and Mr. Wahlström have been nominated to serve as Class III directors and have agreed to stand for election. If the nominees for Class III are elected at the 2026 Annual Meeting, then each nominee will serve for a three-year term expiring at the 2029 annual meeting of the Company’s stockholders, or until his successor is elected and qualified, or until his earlier death, resignation or removal. Our directors are elected by a plurality of the votes cast. If a choice is specified on the proxy card by a stockholder, the shares will be voted as specified. If a choice is not specified on the proxy card, and authority to do so is not withheld, the shares will be voted “FOR” the election of the two nominees for Class III named above. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of a substitute nominee proposed by the Company’s management or the Board of Directors. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. The following is a brief biography and discussion of the specific attributes, qualifications, experience and skills of each nominee for director and each director whose term will continue after the 2026 Annual Meeting. Our Board of Directors and management encourage each nominee for director and each continuing director to attend the 2026 Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE TWO CLASS III NOMINEES FOR DIRECTOR. CLASS I DIRECTORS – To continue in office until the 2027 annual meeting of the Company’s stockholders Rita A. Karachun, age 62, has served on our Board of Directors since May 2024. Ms. Karachun served at Merck & Co., Inc. as SVP and Global Controller from March 2014 until December 2023 where she managed a global team covering accounting and operational aspects of the company, including leading and developing the operating model for finance and driving the acceleration of the company’s global shared service model. Before becoming SVP and Global Controller, from February 2007 until February 2014, Ms. Karachun was Assistant Controller at Merck & Co., Inc. Previously, from 1996 until 2006, Ms. Karachun was Assistant Controller – Chief Accountant at AT&T Corp., where her work included leading the finance and accounting activities for the initial public offering of AT&T Capital Corp. Ms. Karachun has served as a member of the board of directors of Jersey Battered Women’s Service since July 2016. Ms. Karachun holds a B.S. in Accounting from Fairleigh Dickinson University. We believe Ms. Karachun is qualified to serve on our Board of Directors because of her management and financial expertise and various leadership roles in the pharmaceutical industry. Lee N. Newcomer, MD, age 74, has served as a member of our Board of Directors since February 2022. Dr. Newcomer is a medical oncologist with a career spanning clinical medicine, healthcare administration and payer management. The majority of his career was with UnitedHealth Group. He was their Chief Medical Officer from 1991 to 2001. He returned in 2006 to lead an initiative combining clinical, financial and program management experts to focus on cancer care and departed UnitedHealth Group in March 2018. This team was the first to complete an episode payment program for cancer treatment and it created the first commercial cancer database combining clinical and claims data. From April 2018 to the present Dr. Newcomer has been working as a principal at Lee N. Newcomer Consulting. Prior to his work at UnitedHealth Group Dr. Newcomer practiced medical oncology for nine years in Minneapolis and Tulsa, Oklahoma. He is a former Chairman of Park Nicollet Health Services (HealthPartners), an integrated system of physicians and hospitals based in Minnesota with national recognition for its leadership in quality, safety, and cost effectiveness. He is a director at Myriad Genetics, Inc. and Cellworks Group Inc. Dr. Newcomer earned his MD degree from the University of Nebraska College of Medicine. His clinical training included an internal medicine residency at the University of Nebraska Medical Center and a medical oncology fellowship at the Yale University School of Medicine. He completed a Master of Health Administration from the University of Wisconsin at Madison in 1990. Dr. Newcomer was selected to serve on our Board of Directors because of his extensive experience and background in the healthcare sector. Charles W. Newton, age 55, has served as a member of our Board of Directors since May 2022, bringing nearly three decades of financial and executive expertise in the healthcare industry. Mr. Newton previously served as Chief Financial Officer of Lyell Immunopharma where he led financial strategy and operations, prior to which he served as Managing Director & Co-Head of Healthcare Investment Banking in the Americas at Bank of America Merrill Lynch. Earlier in his career, he served as Managing Director & Co-Head of Healthcare Investment Banking in the Americas at Credit Suisse, Managing Director and Head of Western Region Healthcare Investment Banking at Morgan Stanley and as a Corporate Finance Analyst at Lehman Brothers. Mr. Newton currently serves as a board member at Novavax, Inc. and Keros Therapeutics. He previously served on the board of directors of 2seventy bio, Inc. until its acquisition by Bristol Myers Squibb, and Carmot Therapeutics, until its acquisition by Roche. Mr. Newton holds a Master of Business Administration from The Tuck School of Business at Dartmouth College and a Bachelor of Science in Finance from Miami University. We believe that Mr. Newton is qualified to serve on our Board of Directors due to his management, operational, strategic and financial expertise in the health care sector. CLASS II NOMINEES FOR DIRECTORS – To continue in office until the 2028 annual meeting of the Company’s stockholders Jill O’Donnell-Tormey, Ph.D., age 70, has served as a member of our Board of Directors since May 2022. Dr. O’Donnell-Tormey served as the Chief Executive Officer and the Director of Scientific Affairs of the Cancer Research Institute, or CRI, a nonprofit organization dedicated to advancing immunotherapy, from 1993 until September 2024. Under her leadership, the CRI saw its annual budget increase from $5 million to over $40 million. Dr. O’Donnell-Tormey joined CRI in 1987 and served as its Director of Scientific Affairs until 1993. Dr. O’Donnell-Tormey was a member of the board of directors of HemaCare Corporation, a blood banking company, from 2018 to 2020. She received a B.S. in Chemistry, summa cum laude, from Fairleigh Dickinson University and a Ph.D. in Cell Biology from the State University of New York Health Science Center. We believe that Dr. O’Donnell Tormey is qualified to serve on our Board of Directors due to her background and various leadership roles in the life sciences field.
ELECTION OF DIRECTORS
Michael Ryan, age 71, has served on our Board of Directors since July 2023. Dr. Ryan is currently the Founder and Chief Executive Officer of Koios Enterprises & Consulting, an executive consulting firm specializing in patient access with a focus on evidence generation, value, pricing and policy solutions that enable patient access. Dr. Ryan has four decades of experience working in academia and the biopharmaceutical industry bringing therapeutics to patients, and previously served as Senior Vice President, U.S. and Worldwide Value, Access, Pricing and Health Economics and Outcomes Research at Bristol-Myers Squibb Company, or BMS, a multinational pharmaceutical company from December 2015 to March 2023. From 2015 to 2017, he served as Senior Vice President, U.S. Value, Access, Policy and Health Economics and Outcomes Research at BMS. Prior to BMS, from December 1999 to December 2015, he served as Vice President and General Manager, U.S. Reimbursement, Value, and Access at Amgen Inc., or Amgen, a multinational pharmaceutical company. Prior to Amgen, he served as Vice President, Department of Pharmacy at the University of Pittsburgh Medical Center, Chairman, Department of Pharmacy and Therapeutics at the University of Pittsburgh School of Pharmacy and Associate Director and Clinical Associate Professor at the University of Michigan Hospitals’ Department of Pharmacy Services and College of Pharmacy. Dr. Ryan earned his B.A. at the University of California, Los Angeles and his Pharm.D. from the University of California at San Francisco. He completed his residency program in Hospital and Clinical Pharmacy at the University of Michigan. We believe Mr. Ryan is qualified to serve on our Board of Directors because of his background and various leadership roles in the pharmaceutical field. Ali J. Satvat, age 48, has served as a member of our Board of Directors since May 2014. Mr. Satvat joined KKR in January 2012 and is a Partner, Co-Head of the Health Care industry team within KKR’s Americas Private Equity platform, and Global Head of KKR Health Care Strategic Growth. Mr. Satvat is a member of the Investment Committee and the Portfolio Management Committee for KKR’s Americas Private Equity platform, chairs the Investment Committee and the Portfolio Management Committee for KKR Health Care Strategic Growth, and manages KKR’s controlling interest in HealthCare Royalty Partners. Mr. Satvat has served on various public and private boards of directors, including BridgeBio Pharma, Inc. since March 2016, PRA Health Sciences, Inc. from September 2013 through April 2018, Eidos Therapeutics, Inc. from June 2018 through January 2021, and Impel Pharmaceuticals, Inc. from December 2018 through April 2024. Prior to joining KKR, Mr. Satvat was a Principal with Apax Partners, where he focused on health care private equity and growth equity investments. Previously, Mr. Satvat held various positions with Johnson & Johnson Development Corporation, Audax Group, and The Blackstone Group. Mr. Satvat holds an A.B. in History and Science from Harvard College and an M.B.A. in Health Care Management and Entrepreneurial Management from the Wharton School of the University of Pennsylvania. Mr. Satvat previously served as a member of the board of directors of the Healthcare Private Equity Association and has been involved in a number of non-profit organizations. We believe that Mr. Satvat is qualified to serve on our Board of Directors based on his extensive investment and board experience in the health care industry. CLASS III DIRECTOR NOT STANDING FOR RE-ELECTION TO THE BOARD – To continue in office until immediately prior to election of directors at the 2026 Annual Meeting Georgia Erbez, age 59, has served on our Board of Directors since February 2024. Ms. Erbez currently serves as Chief Financial Officer and Chief Business Officer of Codexis, Inc., a public manufacturing technologies provider, since September 2024. She also serves as Managing Director of Axiom Financial Partners, a financial consulting firm, since November 2014. Ms. Erbez previously served as the Chief Operating Officer of Walking Fish Therapeutics, Inc., a biotechnology company, from September 2022 to October 2023, and as Chief Financial Officer of Harpoon Therapeutics, Inc., an immuno-oncology company, from October 2018 to September 2022. Ms. Erbez previously served on the board of directors of AltiBio, Inc., a private biotechnology company, from September 2018 to March 2023, Sierra Oncology, Inc., a public biopharmaceutical company until its acquisition by GSK plc, and Artelo Biosciences, Inc., a public clinical stage biopharmaceutical company. Ms. Erbez earned her B.A. at the University of California, Davis. We believe Ms. Erbez is qualified to serve as a director because of her significant experience and background in the finance and biotechnology sector. CLASS III DIRECTORS STANDING FOR RE-ELECTION TO THE BOARD – To be elected for a three-year term expiring at the 2029 annual meeting of the Company’s stockholders Dennis M. Lanfear, age 70, is our co-founder and has served as our President and Chief Executive Officer and Chairman of our Board of Directors since our inception in September 2010. Mr. Lanfear previously was President of InteKrin Therapeutics Inc., a biopharmaceutical company, from 2005 to May 2010. Prior to that, Mr. Lanfear served in various senior leadership roles at Amgen Inc., a biopharmaceutical company from 1986 to 1999. While at Amgen, Mr. Lanfear had key leadership positions in the Process Development department, which under his management became an area of key strategic advantage for Amgen. From 1997 to 1999 Mr. Lanfear was Vice President, Market Development, focusing on long-term strategy for Epogen®, a multi-billion dollar drug. Mr. Lanfear also held senior leadership roles in several product development programs including those for growth factors, somatotrophins and neurotrophins and directed efforts from preclinical studies to Phase 3 clinical trials at Amgen. From 2019 – 2025, Mr. Lanfear served as a director for Neuvogen, Inc., a cancer vaccine company, including as Chair of the Financing Committee. Mr. Lanfear holds B.S. degrees in both Chemical Engineering and in Biochemistry from Michigan State University and an M.B.A. from the Anderson School of Management at the University of California, Los Angeles. We believe Mr. Lanfear is qualified to serve on our Board of Directors because of his background and various leadership roles in the biopharmaceutical field.
ELECTION OF DIRECTORS
Mats L. Wahlström, age 71, has served as a member of our Board of Directors since January 2012. He currently serves as the CEO and Chairman of Leonard Capital, LLC, Co-Chairman of HW Investment Partners, LLC, Chairman of Triomed AB since October 2016, Chairman of TriSalus Lifesciences Inc. since January 2017 and Chairman of Caduceus Medical Holdings, Inc. since August 2010. Mr. Wahlström served as a senior leader and Executive Chairman of KMG Capital Partners, LLC from April 2012 to May 2023. He has served on the boards of directors of Alteco Medical AB from October 2012 to July 2025 and Circuit Clinical Solutions, Inc. since July 2016. From January 2004 to December 2009, Mr. Wahlström served as co-CEO of Fresenius Medical Care North America and a member of the management board at Fresenius Medical Care AG & Co. KGAA. From November 2002 to December 2009, he served as President and CEO of Fresenius Medical Services, which operated more than 1,700 dialysis clinics in the U.S. Prior to joining Fresenius Medical Care in 2002, he held various positions at Gambro AB in Sweden, including President of Gambro North America and Chief Executive Officer of Gambro Healthcare Inc. as well as Chief Financial Officer of the Gambro Group. Mr. Wahlström has a B.S. degree in Economics and Business Administration from University of Lund, Sweden. We believe Mr. Wahlström is qualified to serve on our Board of Directors because of his extensive management and director experience in the life sciences and healthcare sectors.
Determination to Pursue the Repricing
| • | Granting additional options or other types of equity awards. However, this would result in increasing our overhang of outstanding equity awards, and we believe that adjusting already outstanding options would better serve the interests of our stockholders. |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The following table sets forth information for the year ended December 31, 2025 regarding the compensation awarded to, earned by or paid to our non-employee directors:
Director Compensation Table
| | Fees Earned or | Option Awards | | | Name | Paid in Cash ($) | ($)(1) | Total ($) | | Georgia Erbez | 72,500 | 61,667 | 134,167 | | Rita A. Karachun | 77,500 | 61,667 | 139,167 | | Lee N. Newcomer, MD | 60,000 | 61,667 | 121,667 | | Charles W. Newton | 82,500 | 61,667 | 144,167 | | Jill O'Donnell-Tormey, Ph.D. | 55,000 | 61,667 | 116,667 | | Michael Ryan | 69,375 | 61,667 | 131,042 | | Ali J. Satvat | 82,500 | 61,667 | 144,167 | | Mark D. Stolper (2) | 35,000 | - | 35,000 | | Mats L. Wahlström | 130,000 | 61,667 | 191,667 |
Director Compensation Table
| (1) Amount represents the grant date fair value of options granted during the year ended December 31, 2025 as calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 12 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, our non-employee directors held options to purchase the aggregate number of shares of our common stock set forth in the table below. |
Director Compensation Table
| | Shares Subject to | | Name | Outstanding Options | | Georgia Erbez | 280,000 | | Rita A. Karachun | 280,000 | | Lee N. Newcomer, MD | 316,250 | | Charles W. Newton | 316,250 | | Jill O'Donnell-Tormey, Ph.D. | 316,250 | | Michael Ryan | 278,000 | | Ali J. Satvat | 202,000 | | Mats L. Wahlström | 399,250 |
Director Compensation Table
| (2) Mr. Stolper’s service as a member of our Board of Directors ended effective in June 2025. |
Director Compensation Table
Our established business practice for director compensation (the “Director Compensation Policy”) provided for both cash retainer fees and automatic, non-discretionary equity grants. Pursuant to the Director Compensation Policy, our non-employee directors receive the following cash compensation:
Director Compensation Table
| ● | Each non-employee director receives an annual cash retainer in the amount of $50,000 per year. |
Director Compensation Table
| ● | The lead independent director receives an additional cash retainer in the amount of $40,000 per year. |
Director Compensation Table
| ● | The chairperson of the Audit Committee receives additional cash compensation in the amount of $20,000 per year for such chairperson’s service on the Audit Committee. Each non-chairperson member of the Audit Committee receives additional cash compensation in the amount of $10,000 per year for such member’s service on the Audit Committee. |
Director Compensation Table
| ● | The chairperson of the Compensation Committee receives additional cash compensation in the amount of $20,000 per year for such chairperson’s service on the Compensation Committee. Each non-chairperson |
Director Compensation Table
| member of the Compensation Committee receives additional cash compensation in the amount of $10,000 per year for such member’s service on the Compensation Committee. |
Director Compensation Table
| ● | The chairperson of the Nominating and Corporate Governance Committee receives additional cash compensation in the amount of $10,000 per year for such chairperson’s service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance Committee receives additional cash compensation in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee. |
Director Compensation Table
| ● | The chairperson of the Strategic Transaction Committee receives additional cash compensation in the amount of $25,000 per year for such chairperson’s service on the Strategic Transaction Committee. Each non-chairperson member of the Strategic Transaction Committee receives additional cash compensation in the amount of $12,500 per year for such member’s service on the Strategic Transaction Committee. |
Director Compensation Table
Under the Director Compensation Policy, we grant each non-employee director an option to purchase 168,000 shares of our common stock in connection with his or her initial appointment or election to our Board of Directors, and an option to purchase 112,000 shares of our common stock on an annual basis. The initial grant vests and becomes exercisable for 1/3rd of the total number of shares after one year and with 1/36th of the total number of shares vesting monthly thereafter so that all of the shares are vested after three years, subject to continued service on our Board of Directors. The annual grant vests and becomes exercisable in full on the one-year anniversary of the date of grant, subject to continued service on the Board of Directors. Each option has an exercise price equal to the closing trading price of our common stock on the date of grant or, if the date of grant is not a trading day, the immediately preceding trading day.
Summary Compensation Table
Summary Compensation Table The following table sets forth total compensation earned by our NEOs for the fiscal years presented.
Summary Compensation Table
| | | | | | Non-Equity | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Awards | Awards | Compensation | Compensation | | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | Total ($) | | Dennis M. Lanfear | 2025 | 1,026,545 | — | 828,130 | 869,295 | 12,904 | 2,736,874 | | President, Chief Executive Officer and Chairman of the Board of Directors | 2024 | 1,013,410 | — | 2,873,088 | 902,184 | 13,627 | 4,802,309 | | Bryan McMichael | 2025 | 543,688 | — | 314,192 | 237,697 | 7,500 | 1,103,077 | | Chief Financial Officer | 2024 | 467,767 | — | 320,775 | 236,828 | 7,500 | 1,032,870 | | Paul Reider | 2025 | 217,742 | — | 347,760 | — | 662,022 | 1,227,524 | | Former Chief Commercial Officer (4) | 2024 | 559,241 | — | 732,036 | 262,980 | 103,158 | 1,657,415 |
Summary Compensation Table
| (1) These amounts represent the aggregate grant date fair value of options granted to our NEOs and the incremental fair value of options held by our NEOs that were modified, in each case, during the fiscal year, as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value are set forth in Note 12 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Summary Compensation Table
| (2) These amounts for fiscal year 2025 represent the bonuses awarded to our NEOs based on achievement of our corporate goals at 92% under our 2025 annual bonus plan for our NEOs. |
Summary Compensation Table
| (3) Amounts reported for fiscal year 2025 constituted: (i) $7,500 of matching contributions under our 401(k) plan for Mr. Lanfear and Mr. McMichael; (ii) $1,950 for physician concierge services and $3,454 for reimbursement of health club expenses paid on behalf of Mr. Lanfear; and (iii) for Mr. Reider, a $45,992 housing allowance, which includes a gross up for taxes (in the amount of $30,000) so that he received an amount after taxes that was sufficient to pay for temporary housing close to our headquarters office in Redwood City, California, $528,737 in severance, $65,361 of COBRA reimbursement, $18,932 associated with the continued vesting of RSUs during his consulting, and $3,000 to convert group term life insurance to an individual life insurance policy. |
Summary Compensation Table
| (4) Mr. Reider resigned as Chief Commercial Officer effective on April 30, 2025 in order to pursue other opportunities. |
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025:
Outstanding Equity Awards at 2025 Fiscal Year End
| | | Option Awards(1) | | | | | Stock Awards(2) | | | | | | | Equity Incentive | | | | Market | | | | Number of | Number of | Plan Awards: | | | Number of | Value of | | | | Securities | Securities | Number of Securities | | | Shares or | Shares or | | | | Underlying | Underlying | Underlying | Option | | Units of | Units of | | | Vesting | Unexercised | Unexercised | Unexercised | Exercise | Option | Stock That | Stock that | | | Commencement | Options (#) | Options (#) | Unearned | Price | Expiration | Have Not | Have Not | | Name | Date | Exercisable | Unexercisable | Options (#) | ($) | Date | Vested (#) | Vested ($)(3) | | Dennis Lanfear | 5/6/2016 | 323,889 | — | — | 17.17 | 5/11/2026 | | | | | 8/1/2017 | 200,000 | — | — | 12.70 | 8/6/2027 | | | | | 2/1/2018 | 400,000 | — | — | 10.05 | 2/1/2028 | | | | | 1/11/2019 | 450,000 | — | — | 12.37 | 1/11/2029 | | | | | 1/10/2020 | 500,000 | — | — | 17.73 | 1/10/2030 | | | | | 1/23/2021 | 500,000 | — | — | 18.33 | 1/23/2031 | | | | | 2/1/2021 | 125,000 | — | — | 17.60 | 2/1/2031 | | | | | 1/4/2022 | 394,114 | 8,386 | — | 15.94 | 1/4/2032 | | | | | 1/5/2023 | 293,489 | 109,011 | — | 10.37 | 1/5/2033 | | | | | 6/13/2023(4) | 225,000 | — | — | 5.44 | 6/13/2033 | | | | | 1/20/2023 | | | | | | 28,750 | 40,825 | | | 1/5/2024 | 275,520 | 299,480 | — | 3.14 | 1/5/2034 | | | | | 4/11/2024(5) | 76,500 | — | 306,000 | 2.41 | 4/11/2034 | | | | | 4/11/2024(5) | 120,000 | — | 480,000 | 2.41 | 4/11/2034 | | | | | 5/29/2024(5) | — | — | 120,000 | 1.84 | 5/29/2034 | | | | | 1/10/2025(6) | — | 575,000 | — | 1.47 | 1/10/2035 | | | | | 5/7/2025(6) | — | 375,000 | — | 0.95 | 5/7/2035 | | | | Bryan McMichael | 3/29/2021 | 100,000 | — | — | 14.76 | 3/29/2031 | | | | | 1/7/2022 | 24,479 | 521 | — | 14.67 | 1/7/2032 | | | | | 9/7/2022 | 12,187 | 2,813 | — | 10.78 | 9/7/2032 | | | | | 1/4/2023 | 18,229 | 6,771 | — | 9.87 | 1/4/2033 | | | | | 3/27/2023 | 17,187 | 7,813 | — | 6.00 | 3/27/2033 | | | | | 6/13/2023(4) | 30,000 | — | — | 5.44 | 6/13/2033 | | | | | 1/20/2023 | | | | | | 4,166 | 5,916 | | | 1/2/2024 | 59,895 | 65,105 | — | 3.14 | 1/2/2034 | | | | | 8/1/2024(6) | 25,000 | 50,000 | — | 1.24 | 8/7/2034 | | | | | 1/3/2025(6) | — | 160,000 | — | 1.66 | 1/3/2035 | | | | | 5/7/2025(6) | — | 200,000 | — | 0.95 | 5/7/2035 | | | | Paul Reider | 3/22/2021 | 125,000 | — | — | 14.76 | 4/28/2031 | | | | | 12/13/2021 | 40,000 | — | — | 17.06 | 12/13/2031 | | | | | 1/4/2022 | 36,718 | 782 | — | 15.94 | 1/4/2032 | | | | | 1/4/2023 | 58,333 | 21,667 | — | 9.87 | 1/4/2033 | | | | | 1/20/2023 | | | | | | 13,333 | 18,933 | | | 6/13/2023(4) | 70,000 | — | — | 5.44 | 6/13/2033 | | | | | 1/2/2024 | 76,666 | 83,334 | — | 3.14 | 1/2/2034 | | | | | 4/11/2024(5) | 40,000 | — | 160,000 | 2.41 | 4/11/2034 | | | | | 1/3/2025(6) | — | 160,000 | — | 1.66 | 1/3/2035 | | |
Outstanding Equity Awards at 2025 Fiscal Year End
| (1) Except as otherwise noted, the unvested portion of each option vests and becomes exercisable in substantially equal monthly installments through the fourth anniversary of the vesting commencement date, subject to continued service through the applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (2) Except as otherwise noted, each restricted stock unit award vests in substantially equal annual installments through the third anniversary of the vesting commencement date, subject to continued service through the applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (3) Amounts shown are based on the number of restricted stock units multiplied by the closing trading price of our common stock of $1.42 per share on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (4) The option award vests annually over two years from the applicable vesting commencement date, subject to continued service through the applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (5) The performance stock option awards vest upon the certification from the Board that the applicable performance milestone for such performance stock option has been achieved. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (6) The option award vests monthly over four years from the applicable vesting commencement date with 1/4th of the shares underlying the award vesting on the one-year anniversary of the grant date and 1/48th of the shares underlying the award vesting on a monthly basis thereafter, subject to continued service to the Company through the applicable vesting date. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its NEOs’ pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see “Executive Compensation” above. The use of the term Compensation Actually Paid, or CAP, is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the following table.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment based on Total Shareholder Return (TSR) (4) | Net Income (Loss) | | (a) | (b)($) | (c)($) | (d)($) | (e)($) | (f)($) | (g)($ in 000's) | | 2025 | 2,736,874 | 2,842,870 | 1,165,300 | 1,064,902 | 18 | 168,024 | | 2024 | 4,802,309 | 2,364,913 | 1,345,143 | 860,228 | 17 | 28,507 | | 2023 | 5,897,924 | 1,734,065 | 1,863,540 | 744,699 | 42 | (237,892) |
PAY VERSUS PERFORMANCE
| (1) Represents total compensation paid to the principal executive officer, or PEO, Mr. Dennis Lanfear, as reflected in the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (2) The following table sets forth the adjustments made during each year presented to arrive at CAP to our PEO during each year: |
PAY VERSUS PERFORMANCE
| | 2025 | 2024 | 2023 | | | ($) | ($) | ($) | | Summary Compensation Table (SCT) Total Compensation | 2,736,874 | 4,802,309 | 5,897,924 | | Deduct for amounts reported under the "Stock Awards" and "Option Awards" in the SCT | (828,130) | (2,873,088) | (4,075,681) | | Fair value as of year-end of equity awards granted during the year that remain unvested | 974,599 | 1,112,854 | 1,161,479 | | Change in fair value of prior years' equity awards that remain unvested as of year-end | 76,009 | (627,283) | (1,100,382) | | Fair value on vesting date for awards granted and vested in the same year | — | 317,940 | 248,745 | | Change in fair value from prior year-end to vesting date of prior years' awards that vested during year | (62,482) | (367,819) | (398,020) | | Deduct fair value as of end of prior fiscal year of awards granted in any prior year that fail to meet vesting conditions during the fiscal year | (54,000) | — | — | | Compensation Actually Paid (CAP) | 2,842,870 | 2,364,913 | 1,734,065 |
PAY VERSUS PERFORMANCE
| (3) The following table sets forth the adjustments made during each year presented to arrive at CAP to our non-PEO NEOs during each year: |
PAY VERSUS PERFORMANCE
| | 2025 | 2024 | 2023 | | | ($) | ($) | ($) | | Average SCT Total for Non-PEO NEOs | 1,165,300 | 1,345,143 | 1,863,540 | | Deduct for amounts reported under the "Stock Awards" and "Option Awards" in the SCT | (330,976) | (526,406) | (963,378) | | Fair value as of year-end of equity awards granted during the year that remain unvested | 262,000 | 207,285 | 260,238 | | Change in fair value of prior years' equity awards that remain unvested as of year-end | 12,082 | (134,603) | (229,356) | | Fair value on vesting date for awards granted and vested in the same year | — | 49,899 | 121,694 | | Change in fair value from prior year-end to vesting date of prior years' awards that vested during year | (19,104) | (81,090) | (122,691) | | Deduct fair value as of end of prior fiscal year of awards granted in any prior year that fail to meet vesting conditions during the fiscal year | (24,400) | — | (185,348) | | Average CAP to Non-PEO NEOs | 1,064,902 | 860,228 | 744,699 |
PAY VERSUS PERFORMANCE
The non-PEO NEOs included in average compensation shown in columns (d) and (e) above are as follows:
PAY VERSUS PERFORMANCE
| 2025 and 2024 | 2023 | | Paul Reider | McDavid Stilwell | | Bryan McMichael | Vladimir Vexler, Ph.D. | | | Paul Reider | | | Bryan McMichael |
PAY VERSUS PERFORMANCE
| (4) Total Shareholder Return, or TSR, represents the cumulative value of a hypothetical $100 investment in the Company made as of December 31, 2022, reflected as of the end of each respective year. |
PAY VERSUS PERFORMANCE
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID (CAP) AND PERFORMANCE The charts below show the graphical relationship between Compensation Actually Paid to our PEO and the average of the other NEOs (as shown in the above Pay versus Performance Table), and the following: Net Income (Loss) and Value of Initial Fixed $100 Investment based on TSR.