DEF 14A of Aclaris Therapeutics, Inc.
Filed Apr 23, 2026 · FY20250001104659-26-047262
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by a majority of the directors then in office, even though less than a quorum of the Board, or by a sole remaining director, and not by the stockholders. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board presently has eight members. There are two directors in the class whose term of office expires in 2026: Anand Mehra, M.D. and Maxine Gowen, Ph.D. Each of the nominees listed below is currently a director of the Company who was previously elected by the stockholders. If elected at the Annual Meeting, each of these nominees would serve until the 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is our policy to invite and encourage directors and nominees for director to attend the Annual Meeting. Three of the eight then serving directors attended the 2025 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors at the Annual Meeting. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee may instead be voted for the election of a substitute nominee proposed by our Board. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. The Nominating and Corporate Governance Committee of our Board seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated the nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. The biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director. However, each member of the committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING
Anand Mehra, M.D., age 50
Anand Mehra, M.D., age 50 Anand Mehra, M.D. has served as a member of our Board since 2014. Dr. Mehra has served as a founding partner of Forge Life Science Partners, a biotech investment firm, since its inception in May 2023. Dr. Mehra joined Sofinnova Investments, Inc. (fka Sofinnova Ventures, Inc.), a biotech investment firm, in 2007 and served as a managing general partner until 2020. Prior to joining Sofinnova, Dr. Mehra worked in J.P. Morgan’s private equity and venture capital group, and before that, Dr. Mehra was a consultant in McKinsey & Company’s pharmaceutical practice. Within the past five years, Dr. Mehra served as the chair of the board of directors of the publicly held company Merus N.V. Dr. Mehra received a B.A. degree in political philosophy from the University of Virginia and an M.D. degree from Columbia University’s College of Physicians and Surgeons. Our Board believes that Dr. Mehra’s extensive experience in the life sciences industry, his service on the boards of directors of other public life sciences companies and his extensive leadership experience qualify him to serve as a director of our company.
Maxine Gowen, Ph.D., age 68
Maxine Gowen, Ph.D., age 68 Maxine Gowen has served as a member of our Board since July 2019. Dr. Gowen previously served as the part-time Chief Executive Officer of TamuroBio Inc., a biotechnology company, from 2019 to December 2021. Dr. Gowen founded Trevena, Inc., a publicly held biopharmaceutical company, and served as its President and Chief Executive Officer from 2007 until 2018. Prior to this, Dr. Gowen held a variety of leadership roles at GlaxoSmithKline (GSK) over a period of fifteen years. Dr. Gowen was previously President and Managing Partner at SR One, the venture capital subsidiary of GSK, where she led its investments in, and served on the board of directors of, numerous companies. Until 2002, Dr. Gowen was Vice President, Drug Discovery, Musculoskeletal Diseases at GSK, responsible for drug discovery and early development for osteoporosis, arthritis and metastatic bone disease. Dr. Gowen held a tenured academic position in the School of Pharmacology, University of Bath, UK from 1989 to 1992. Dr. Gowen currently serves as the chair of the board of directors of the publicly held company Passage Bio, Inc. Within the past five years, Dr. Gowen served as a director of the publicly held companies Merus N.V., Trevena, Inc., Aceragen, Inc. (formerly known as Idera Pharmaceuticals, Inc.) and Akebia Therapeutics, Inc. Dr. Gowen received a B.Sc. in biochemistry from the University of Bristol, UK, then received a Ph.D. in cell biology from the University of Sheffield, UK, and received an M.B.A from The Wharton School of the University of Pennsylvania. Dr. Gowen also received a D.Sc. from the University of Bath, UK. Our Board believes that Dr. Gowen’s extensive leadership experience with pharmaceutical and biotechnology companies qualifies her to serve as a director of our company. A VOTE IN FAVOR OF EACH NAMED NOMINEE.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
Christopher Molineaux, age 60
Christopher Molineaux, age 60 Christopher Molineaux has served as Lead Independent Director of our Board since January 2023, having previously served as Chair since June 2019. He has served as a member of our Board since 2014. Since 2010, Mr. Molineaux has served as President and Chief Executive Officer of Life Sciences Pennsylvania, formerly Pennsylvania Bio, a pharmaceutical and biotech industry advocacy organization, and previously served as its Senior Vice President, Membership Services. Mr. Molineaux previously served as worldwide Vice President of Pharmaceutical Communications and Public Affairs for Johnson & Johnson, a global healthcare company. Mr. Molineaux also served as Vice President for Public Affairs at the Pharmaceutical Research and Manufacturers of America (PhRMA). He received a B.A. degree from the College of the Holy Cross. Our Board believes that Mr. Molineaux’s substantial pharmaceutical and biotechnology industry experience qualifies him to serve as a director of our company.
Vincent Milano, age 62
Vincent Milano, age 62 Vincent Milano has served as a member of our Board since January 2020. Mr. Milano most recently served as Chair of the board of directors of Aceragen, Inc. (formerly known as Idera Pharmaceuticals, Inc.), a publicly held biopharmaceutical company, from 2022 to August 2023, having previously served as Idera’s President and Chief Executive Officer and a member of Idera’s board of directors since 2014. From 1996 to 2014, Mr. Milano served in increasingly senior roles at ViroPharma Inc., a pharmaceutical company acquired by Shire plc in 2014, most recently as Chairman, President and Chief Executive Officer from 2008 to 2014. From 1985 to 1996, Mr. Milano served in increasingly senior roles, most recently as a senior manager, at KPMG LLP, an independent registered public accounting firm. Mr. Milano currently serves on the boards of directors of BioCryst Pharmaceuticals, Inc., a publicly held company, and Life Sciences Cares Philadelphia, a non-profit organization. Within the past five years, Mr. Milano served on the board of directors of Venatorx Pharmaceuticals, Inc., a privately held company. Mr. Milano received a B.S. degree in Accounting from Rider College. Our Board believes that Mr. Milano’s extensive leadership experience with pharmaceutical and biotechnology companies qualifies him to serve as a director of our company.
Hugh Davis, Ph.D., age 67
Hugh Davis, Ph.D., age 67 Hugh Davis has served as our President and Chief Operating Officer, and as a member of our Board, since November 2024. He previously held various roles at Biosion, Inc., a biopharmaceutical company, beginning in 2020, including as Chief Operating Officer of Biosion Inc., President of Biosion USA, Inc., and, most recently, as Biosion’s Chief Business & Development Officer and President. Dr. Davis also previously served as a member of the board of directors of Biosion, Inc. from 2020 to March 2026. From 2018 to 2020, Dr. Davis served as Chief Business Officer at Frontage Laboratories, Inc. He previously served in a series of leadership roles at Janssen R&D/Johnson & Johnson, including as Vice President & Head, Biologics Development Sciences, Biophysics and Laboratory Operations. Dr. Davis’s previous biopharmaceutical experience includes leadership roles at GlaxoSmithKline and Rhone-Poulenc Rorer. Dr. Davis received Ph.D. and M.S. degrees in Biochemistry from Villanova University and a B.S. degree in Chemistry from Gannon University. Our Board believes that Dr. Davis’ extensive scientific leadership experience with pharmaceutical and biotechnology companies qualifies him to serve as a director of our company.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
Neal Walker, age 56
Neal Walker, age 56 Neal Walker co-founded our company and has served as our Chief Executive Officer since February 2025. He previously served as our Interim Chief Executive Officer from January 2024 to February 2025, as our President from January 2024 to November 2024, and as our Chief Executive Officer and President from our inception in 2012 until December 2022. Dr. Walker has also served as a member of our Board since our inception and currently serves as its Chair. Dr. Walker co-founded NeXeption, LLC, a biopharmaceutical assets management company, in 2012. Dr. Walker co-founded and served as President and Chief Executive Officer and a member of the board of directors of Vicept Therapeutics, Inc., a dermatology-focused specialty pharmaceutical company, from 2009 until its acquisition by Allergan, Inc. in 2011. Previously, Dr. Walker co-founded and led a number of life science companies, including Octagon Research Solutions, Inc., a software and services provider to biopharmaceutical companies (acquired by Accenture plc), Trigenesis Therapeutics, Inc., a specialty dermatology company, where he served as Chief Medical Officer (acquired by Dr. Reddy’s Laboratories Inc.), and Cutix Inc., a commercial dermatology company. He began his pharmaceutical industry career at Johnson and Johnson, Inc. Dr. Walker is a director of Aldeyra Therapeutics, Inc., a publicly held biotechnology company, as well as several private companies. Dr. Walker received an M.B.A. degree from The Wharton School of the University of Pennsylvania, a Doctor of Osteopathic Medicine degree from the Philadelphia College of Osteopathic Medicine and a B.A. degree in Biology from Lehigh University. Dr. Walker’s experience as a board-certified dermatologist and the founder of our company and other pharmaceutical companies, his background in clinical and drug development in dermatology and other fields, and his knowledge of the pharmaceutical industry contributed to the conclusion of our Board that he should serve as a director of our company.
Andrew Schiff, M.D., age 60
Andrew Schiff, M.D., age 60 Andrew Schiff has served as a member of our Board since 2017. Dr. Schiff joined Aisling Capital, an investment firm, in 1999 and currently serves as one of its managing partners. Prior to joining Aisling Capital, Dr. Schiff practiced internal medicine for six years at The New York Presbyterian Hospital, where he maintains his position as a Clinical Assistant Professor of Medicine. Dr. Schiff currently serves on the board of directors of the publicly held company Monte Rosa Therapeutics, Inc. Dr. Schiff also currently serves on the board of directors of the privately held company Dren Bio. He is a board member of the Visiting Nurse Service of New York, as well as other charitable organizations. Dr. Schiff received an M.D. degree from Cornell University Medical College, an M.B.A. degree from Columbia University, and a B.S. degree with honors in Neuroscience from Brown University. Our Board believes that Dr. Schiff’s medical background and venture capital experience qualify him to serve as a director of our company.
William Humphries, age 59
William Humphries, age 59 William Humphries has served as a member of our Board since 2016. Mr. Humphries has served as the Chief Executive Officer of MedPharm, a contract development and manufacturing organization, since January 2025. From June 2023 to January 2025, he served as the Chief Executive Officer and member of the board of directors of Alcami Corporation, a contract development and manufacturing organization. From May 2021 to May 2023, Mr. Humphries served as the Chief Executive Officer of Isosceles Pharmaceuticals Inc, a biotechnology company. From 2018 to 2020, Mr. Humphries served as President of Ortho Dermatologics, the dermatology division of Bausch Health Companies, Inc., and previously served as its Executive Vice President, Company Group Chairman for Dermatology and OraPharma from 2017 to 2018. From 2012 to 2016, he served as President and Chief Executive Officer of the North American business of Merz, Inc., an affiliate of Merz Pharma Group, a specialty healthcare company. From 2006 to 2012, Mr. Humphries served in a number of leadership positions with Stiefel Laboratories, Inc., a dermatology pharmaceutical company, including as its Chief Commercial Officer and then as President beginning in 2008. Stiefel was acquired by GSK in 2009, after which Mr. Humphries served as the President of Dermatology for Stiefel from 2009 until 2012. Mr. Humphries previously held multiple senior executive roles in sales and marketing, business development and international marketing for Allergan, Inc., concluding as Vice President of its U.S. skincare business. Mr. Humphries currently serves as a director of the publicly held company Clearside Biomedical, Inc. Within the past five years, he served as a member of the boards of directors of the publicly held companies PhaseBio Pharmaceuticals, Inc. and STRATA Skin Sciences, Inc., as well as the privately held companies Bryn Pharmaceuticals and SKNV. He received a B.A. degree from Bucknell University and an M.B.A. degree from Pepperdine University. Our Board believes that Mr. Humphries’ experience as a pharmaceutical company executive provides him with the qualifications and skills to serve as a director of our company.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Summary Compensation Table
Summary Compensation Table The following table presents the compensation awarded to or earned by each of our NEOs for the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Neal Walker(3) | 2025 | 615,000 | 828,426 | 1,581,615 | 350,550 | - | 3,375,591 | | Chief Executive Officer | 2024 | 477,431 | 170,400 | 421,586 | 372,396 | 3,322(4) | 1,445,135 | | Kevin Balthaser | 2025 | 446,000 | 310,640 | 548,440 | 171,710 | 14,000(5) | 1,490,790 | | Chief Financial Officer | 2024 | 444,000 | 247,800 | 179,003 | 217,560 | 13,800(5) | 1,102,163 | | James Loerop(6) | 2025 | 416,000 | 336,800 | 520,146 | 160,160 | 14,000(5) | 1,447,106 | | Chief Business Officer | | | | | | | |
Summary Compensation Table
| (1) The amounts reflect the full grant date fair value for RSU and stock option awards granted during the indicated year. The grant date fair value was computed in accordance with ASC Topic 718, Compensation—Stock Compensation. The assumptions we used in valuing stock options and restricted stock unit awards are described in Note 6 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. |
Summary Compensation Table
| (2) The amounts reflect the portion of each officer’s target annual bonus paid based on the achievement of our corporate and individual goals, as applicable, which for 2025 are discussed below under “Narrative to Summary Compensation Table—Annual Bonus (Non-Equity Incentive Plan Compensation).” |
Summary Compensation Table
| (3) Dr. Walker’s employment with us commenced in January 2024 as Interim Chief Executive Officer and he was appointed as Chief Executive Officer in February 2025. |
Summary Compensation Table
| (4) The amount consists of fees paid under our director compensation policy for his service as our Chair of the Board prior to Dr. Walker being appointed as our Interim Chief Executive Officer in January 2024. |
Summary Compensation Table
| (5) The amount consists of company matching contributions to the executive’s 401(k) plan account. |
Summary Compensation Table
| (6) Mr. Loerop was not one of our named executive officers during the year ended December 31, 2024 and, accordingly, only his compensation for the year ended December 31, 2025 is included in the Summary Compensation Table in accordance with SEC rules. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table provides information about outstanding equity awards held by each of our NEOs as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | | Stock Awards | | | | | | | | | | Market | | | | | | | | Number | Value | | | | | | | | of Shares | of Shares | | | | | | | | of Stock | of Stock | | | | Number of Securities Underlying | | Option | | That | That | | | Type | Unexercised Options | | Exercise | Option | Have Not | Have Not | | | of | (#) | | Price | Expiration | Vested | Vested | | Name | Award | Exercisable | Unexercisable | ($) | Date | (#) | ($)(8) | | Neal Walker | Option | 145,600 | — | 28.92 | 12/14/2026 | | | | | Option | 151,200 | — | 22.09 | 1/31/2028 | | | | | Option | 255,552 | — | 1.26 | 3/1/2030 | | | | | Option | 191,850 | — | 24.06 | 2/28/2031 | | | | | Option | 168,050 | — | 14.94 | 2/29/2032 | | | | | Option | 497,000 | — | 1.20 | 1/31/2034 | | | | | Option | — | 888,800(1) | 2.40 | 2/2/2035 | | | | | RSU | | | | | 59,184(2) | 178,144 | | | RSU | | | | | 253,900(1) | 764,239 | | Kevin Balthaser | Option | 11,200 | — | 27.54 | 7/4/2027 | | | | | Option | 2,100 | — | 22.09 | 1/31/2028 | | | | | Option | 15,500 | — | 24.06 | 2/28/2031 | | | | | Option | 25,050 | 8,350(3) | 14.94 | 2/29/2032 | | | | | Option | 52,500 | 52,500(4) | 16.97 | 1/31/2033 | | | | | Option | 51,625 | 154,875(5) | 1.20 | 1/31/2034 | | | | | Option | — | 308,200(1) | 2.40 | 2/2/2035 | | | | | RSU | | | | | 2,375(3) | 7,149 | | | RSU | | | | | 15,000(4) | 45,150 | | | RSU | | | | | 44,250(5) | 133,193 | | | RSU | | | | | 26,800(2) | 80,668 | | | RSU | | | | | 88,100(1) | 265,181 | | James Loerop | Option | 116,250 | 38,750(6) | 11.58 | 1/31/2032 | | | | | Option | 52,500 | 52,500(7) | 16.97 | 1/31/2033 | | | | | Option | 51,625 | 154,875(5) | 1.20 | 1/31/2034 | | | | | Option | — | 292,300(1) | 2.40 | 2/2/2035 | | | | | RSU | | | | | 11,250(6) | 33,863 | | | RSU | | | | | 15,000(7) | 45,150 | | | RSU | | | | | 44,250(5) | 133,193 | | | RSU | | | | | 36,850(2) | 110,919 | | | RSU | | | | | 83,500(1) | 251,335 |
Outstanding Equity Awards as of December 31, 2025
| (1) Of the unvested stock options and RSUs, one-fourth vested on February 3, 2026 and the remainder will vest in three equal installments on February 3, 2027, February 3, 2028 and February 3, 2029, subject to the officer’s continued service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (2) Of the total shares underlying this RSU award, 33% vested on January 2, 2025, 33% vested on January 2, 2026 and the remainder will vest on January 2, 2027, subject to the officer’s continued service through the vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (3) These unvested stock options and RSUs vested on March 1, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (4) Of the unvested stock options and RSUs, 50% vested on January 1, 2026 and the remainder will vest on January 1, 2027, subject to the officer’s continued service through the vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (5) Of the total shares underlying this stock option award and RSU award, one-fourth vested on February 1, 2025, one-fourth vested on February 1, 2026 and the remainder will vest in two equal installments on February 1, 2027 and February 1, 2028, subject to the officer’s continued service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (6) These unvested stock options and RSUs vested on February 1, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (7) Of the unvested stock options and RSUs, 50% vested on February 1, 2026 and the remainder will vest on February 1, 2027, subject to the officer’s continued service through the vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (8) Based on the closing price of our common stock of $3.01 per share on December 31, 2025. |
Potential Payments upon Termination of Employment or upon Change in Control
Potential Payments upon Termination of Employment or upon Change in Control Employment Agreements We have entered into employment agreements with each of Dr. Walker, Mr. Balthaser and Mr. Loerop. Under the employment agreements, each of them is eligible to receive severance benefits in the specified circumstances, as applicable. Severance Upon Qualifying Termination Unrelated to a Change of Control Each employment agreement provides for payments in the event the executive’s employment is terminated due to death or “Disability”, in the event we terminate the executive’s employment without “Cause,” if the executive resigns for “Good Reason” (each as defined below), or if the executive’s employment is terminated upon non-renewal of the agreement by the Company, provided that the executive executes and does not revoke a release of claims (each, a “Qualifying Termination”). In the event of a Qualifying Termination, each executive would receive the following severance benefits:
Potential Payments upon Termination of Employment or upon Change in Control
| ● | continued payment of then-current base salary for a period of 12 months following termination, in each case payable in accordance with our normal payroll practices; |
Potential Payments upon Termination of Employment or upon Change in Control
| ● | a lump-sum payment of any approved but unpaid bonuses or portion thereof for the preceding year or the year of termination for Mr. Balthaser and Mr. Loerop, and payment of any bonuses for the preceding year for which he remains employed through the last day of such year for Dr. Walker; and |
Potential Payments upon Termination of Employment or upon Change in Control
| ● | a direct payment by the Company to the applicable healthcare provider of the Company’s portion of the medical, vision and dental coverage premiums to maintain any COBRA coverage for which he is eligible and has appropriately elected for a period of 12 months following termination. |
Potential Payments upon Termination of Employment or upon Change in Control
Severance Upon Qualifying Termination Related to a Change of Control In the event of a Qualifying Termination (other than if the executive’s employment is terminated upon non-renewal by the Company) on or within three months prior to, or within 12 months following, a “Change of Control” (as defined below), each executive would receive the following severance benefits:
Potential Payments upon Termination of Employment or upon Change in Control
| ● | continued payment of then-current base salary for a period of 18 months following termination for Dr. Walker and for a period of 12 months following termination for each of the other NEOs, payable in accordance with our normal payroll practices; |
Potential Payments upon Termination of Employment or upon Change in Control
| ● | a lump-sum payment of any approved but unpaid bonuses or portion thereof for the preceding year or the year of termination for Mr. Balthaser and Mr. Loerop, and payment of any bonuses for the preceding year for which he remains employed through the last day of such year for Dr. Walker; |
Potential Payments upon Termination of Employment or upon Change in Control
| ● | an additional lump sum payment equal to 150% of the target bonus for Dr. Walker and 100% of the target bonus for each of the other NEOs; |
Potential Payments upon Termination of Employment or upon Change in Control
| ● | a direct payment by the Company to the applicable healthcare provider of the Company’s portion of the medical, vision and dental coverage premiums to maintain any COBRA coverage for which he is eligible and has appropriately elected for a period of 18 months following termination for Dr. Walker and for a period of 12 months following termination for each of the other NEOs; and |
Potential Payments upon Termination of Employment or upon Change in Control
| ● | if the termination occurs on or within three months prior to the Change of Control, all of his unvested stock options and other equity awards outstanding on the effective date of termination would become fully vested on the effective date of the Change of Control, or if the termination occurs within 12 months following the effective date of the Change of Control (provided that any surviving corporation or acquiring corporation assumes his stock options or other equity awards, as applicable, or substitutes similar stock options or equity awards for his stock options or equity awards, as applicable, in accordance with the terms of the applicable equity incentive plans), all unvested stock options and other equity awards outstanding on the effective date of termination would become fully vested on the date of termination. |
Potential Payments upon Termination of Employment or upon Change in Control
Definitions With respect to each of our NEOs, the following definitions were adopted in their employment agreements:
Potential Payments upon Termination of Employment or upon Change in Control
| ● | “Cause” means: (i) his conviction of, or guilty plea to, a felony, other than traffic violations; (ii) any act or omission by him which constitutes gross negligence or a material breach of his duty of loyalty; (iii) any material breach by him of our personnel policies; (iv) refusal to follow or implement a clear and reasonable directive; (v) breach of fiduciary duty; or (vi) a material violation or breach by him of his employment agreement, other than an event described in the foregoing clauses, or any other agreement with us; |
Potential Payments upon Termination of Employment or upon Change in Control
| ● | “Good Reason” means, in the absence of events that would support a termination for cause: (i) there is a material failure by us or our successor to pay his salary or additional compensation or benefits in accordance with the employment agreement; (ii) his annual base salary is materially decreased without his prior written consent; (iii) he is assigned duties materially inconsistent with his title and the responsibilities set forth in his job description without his prior written consent; (iv) his place of employment is changed to a location that is greater than 50 miles from his current place of employment (disregarding for this purpose any remote work arrangements); or (v) any other material violation or breach by us of his employment agreement; provided, however, none of the above events will constitute good reason absent him providing us with proper notice and our failure to cure such event within 30 days of such notice; and |
Potential Payments upon Termination of Employment or upon Change in Control
| ● | “Change of Control” means: (i) our consolidation or merger with or into any other corporation or other entity or person, or any other corporate reorganization, in which our stockholders immediately prior to such consolidation, merger or reorganization own, in the aggregate, less than 50% of the surviving entity’s voting power or outstanding capital stock immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which we, or any of our stockholders is a party in which greater than 50% of our voting power or outstanding capital stock is transferred, or pursuant to which any person or group of affiliated persons obtains greater than 50% of our voting power or outstanding capital stock, excluding any consolidation or merger effected exclusively to change our domicile; or (ii) any sale, license or other disposition, including through a division or spin-off transaction, of all or substantially all of our assets or any of our subsidiaries’ assets or any sale, exclusive license or other disposition of all or substantially all of our intellectual property; provided, however that neither of the following constitutes a change of control: (A) transfers of capital stock by an existing stockholder as a result of death or otherwise for estate planning purposes or to such stockholder’s affiliates or to any of our other existing stockholders; or (B) issuances of our equity securities in connection with financings for working capital and other general corporate purposes; and, provided further, that such “Change of Control” qualifies as either a change in ownership of the Company as defined in Section 409A of the Code (“Section 409A”) or a change in the ownership of a substantial portion of our assets as defined in Section 409A, as the case may be. |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION Under our non-employee director compensation policy, we pay each of our non-employee directors a cash retainer for service on the Board and for service on each committee of which the director is a member. The policy applies to each of our directors who is not an employee of our company. Pursuant to the policy in effect for 2025, each non-employee director received an annual cash retainer of $40,000 for serving on our Board. The Lead Independent Director received an additional annual cash retainer of $25,000. The members of each of the Audit, Compensation and Nominating and Corporate Governance Committees received additional retainers for such service, as did the Chair of each such committee (in addition to the member retainers), as follows:
NON-EMPLOYEE DIRECTOR COMPENSATION
| | | Additional | | | Member | Chair | | | Annual Service | Annual Service | | | Retainer | Retainer | | Committee | ($) | ($) | | Audit Committee | 7,500 | 12,500 | | Compensation Committee | 7,500 | 12,500 | | Nominating and Corporate Governance Committee | 4,500 | 4,500 |
NON-EMPLOYEE DIRECTOR COMPENSATION
All annual cash compensation amounts were payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, prorated based on the days served in the applicable fiscal quarter. We also reimbursed our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings. Each new non-employee director who joins our Board will be granted awards under our 2025 Plan with an aggregate grant date fair value (as calculated for financial reporting purposes) equal to the lesser of (a) $640,000 or (b) the fair value of 121,000 stock options measured as of the date the director joins the Board. Once the aggregate fair value of the new director award has been determined, the new director will be granted a stock option having a grant date fair value equal to 70% of such amount and RSUs having a grant date fair value equal to 30% of such amount. The shares subject to each stock option granted will vest in 36 equal monthly installments on the monthly anniversary of the grant date and the RSUs will vest in three equal installments on the first, second and third anniversary of the grant date, subject to continued service through the applicable vesting date. The exercise price per share of each stock option will be equal to the closing price of our common stock on the date of the option grant. Each such stock option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s continuous service with us. On the date of each annual meeting of our stockholders, each non-employee director who continues to serve as a director of our company following the meeting will be granted awards under our 2025 Plan with an aggregate grant date fair value (as calculated for financial reporting purposes) equal to the lesser of (a) $320,000 or (b) the fair value of 60,500 stock options measured as of the annual meeting date. Once the aggregate fair value of the continuing director award has been determined, the continuing director will be granted a stock option having a grant date fair value equal to 70% of such amount and RSUs having a grant date fair value equal to 30% of such amount. The shares subject to each stock option granted will vest in equal monthly installments over 12 months and the RSUs will vest in one installment on the first anniversary of the grant date, subject to continued service through the applicable vesting date. The exercise price per share of each stock option will be equal to the closing price of our common stock on the date of the option grant. Each such stock option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s continuous service with us. The sum of any cash or other compensation and the value (based on the grant date fair value) of awards granted to any non-employee director for services as a director during any fiscal year may not exceed $750,000. On June 5, 2025, the date of our 2025 annual meeting of stockholders, each non-employee director then serving on our Board was granted a stock option to purchase 42,350 shares of common stock and 11,580 RSUs under our 2025 Plan. These awards are reflected in the table below.
Director Compensation Table
Director Compensation Table The following table shows the compensation earned by each of our non-employee directors for 2025. Each of Dr. Walker, our Chief Executive Officer, and Dr. Davis, our President and Chief Operating Officer, is also a director but did not receive any additional compensation for his service as a director in 2025. Dr. Walker’s compensation as an executive officer is set forth above under “Summary Compensation Table.”
Director Compensation Table
| The following table shows the compensation earned by each of our non-employee directors for 2025. Each of Dr. Walker, our Chief Executive Officer, and Dr. Davis, our President and Chief Operating Officer, is also a director but did not receive any additional compensation for his service as a director in 2025. Dr. Walker’s compensation as an executive officer is set forth above under “Summary Compensation Table.”The following table shows the compensation earned by each of our non-employee directors for 2025. Each of Dr. Walker, our Chief Executive Officer, and Dr. Davis, our President and Chief Operating Officer, is also a director but did not receive any additional compensation for his service as a director in 2025. Dr. Walker’s compensation as an executive officer is set forth above under “Summary Compensation Table.” | | | | | | | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total | | Name | ($) | ($)(1)(2)(3) | ($)(1)(2)(4) | ($) | | William Humphries | 52,000 | 18,065 | 42,422 | 112,486 | | Anand Mehra, M.D. | 60,000 | 18,065 | 42,422 | 120,486 | | Christopher Molineaux | 81,500 | 18,065 | 42,422 | 141,986 | | Andrew Schiff, M.D. | 40,000 | 18,065 | 42,422 | 100,486 | | Maxine Gowen, Ph.D. | 47,500 | 18,065 | 42,422 | 107,986 | | Vincent Milano | 60,000 | 18,065 | 42,422 | 120,486 |
Director Compensation Table
| (1) Reflects the aggregate grant date fair value for awards granted for the fiscal year ended December 31, 2025 calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 6 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Our directors will not realize the estimated value of these awards until the awards are vested, exercised and/or sold, as applicable. |
Director Compensation Table
| (2) As of December 31, 2025, our non-employee directors held the following number of stock options and RSUs: Mr. Humphries, 123,175 stock options and 11,580 RSUs; Dr. Mehra, 105,175 stock options and 11,580 RSUs; Mr. Molineaux, 106,066 stock options and 11,580 RSUs; Dr. Schiff, 121,175 stock options and 11,580 RSUs; Dr. Gowen, 113,175 stock options and 11,580 RSUs; and Mr. Milano, 119,175 stock options and 11,580 RSUs. |
Director Compensation Table
| (3) Consists of 11,580 RSUs granted on June 5, 2025. The RSUs will vest on June 5, 2026, subject to continuous service with us through that date. |
Director Compensation Table
| (4) Consists of an option granted on June 5, 2025 to purchase 42,350 shares at an exercise price of $1.56 per share. This option vests in 12 equal monthly installments through June 5, 2026, subject to continuous service with us through each vesting date. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company. The disclosure included in this section is prescribed by Securities and Exchange Commission (“SEC”) rules and does not necessarily reflect value actually received or realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. We are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and have elected to provide less extensive disclosure in this proxy statement as permitted under the Exchange Act for “smaller reporting companies,” including for this section “Pay Versus Performance.”
Pay Versus Performance Table
Pay Versus Performance Table The table below presents information on the compensation of our principal executive officer (“PEO”) and our other NEOs (“non-PEO NEOs”) in comparison to certain performance metrics for the years ended December 31, 2025, 2024 and 2023. The metrics are not those that the Compensation Committee uses when setting executive compensation. The use of the term “Compensation Actually Paid” (“CAP”) is required by SEC rules. Neither CAP nor the total amount reported in the Summary Compensation Table (“SCT”) reflect the amount of compensation actually earned or received by or paid to the executives during the applicable year.
Pay Versus Performance Table
| | | | | | | | Value of | | | | PEO (Dr. Walker) | | PEO (Dr. Manion) | | Average | Average | Initial Fixed | | | | Summary | | Summary | | Summary | Compensation | $100 Investment | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Actually Paid to | Based on: Total | | | | Table Total | Actually | Table Total | Actually | Total for | Non-PEO | Shareholder | | | Year | for PEO(1)(2) | Paid to PEO(1)(3) | for PEO(1)(2) | Paid to PEO(1)(3) | Non-PEO NEOs(1)(2) | NEOs(1)(3) | Return(4) | Net Loss(5) | | 2025 | $3,375,591 | $3,834,380 | $— | $— | $1,468,948 | $1,788,038 | $19.11 | $(64,923,000) | | 2024 | $1,445,135 | $1,632,066 | $779,312 | $382,728 | $1,348,674 | $1,387,635 | $15.75 | $(132,065,000) | | 2023 | $— | $— | $7,157,681 | $(1,539,940) | $2,334,000 | $(1,641,762) | $6.67 | $(88,481,000) |
Pay Versus Performance Table
| (1) For 2025, the PEO was Dr. Walker. For 2024, our former CEO Doug Manion served as the PEO until January 16, 2024 and Dr. Walker served as the PEO from and after January 17, 2024. For 2023, the PEO was Dr. Manion. For 2025, the non-PEO NEOs were Mr. Balthaser and Mr. Loerop. For 2024, the non-PEO NEOs were Dr. Davis and Mr. Balthaser. For 2023, the non-PEO NEOs were Mr. Balthaser, Mr. Loerop, and two former executive officers, Joseph Monahan and Gail Cawkwell. |
Pay Versus Performance Table
| (2) The amounts shown in this column are the amounts of total compensation reported for the PEO, or the average total compensation reported for the non-PEO NEOs, as applicable, for each corresponding year in the “Total” column of the SCT. Please refer to “Summary Compensation Table.” |
Pay Versus Performance Table
| (3) The amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s PEO and non-PEO NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation, or the average total compensation of the non-PEO NEOs, as applicable, as reported in the “Total” column in the SCT for the applicable year: |
Pay Versus Performance Table
| | PEO (Dr. Walker) | | PEO (Dr. Manion) | | | | 2024 | 2025 | 2023 | 2024 | | PEO SCT Reported Total Compensation | $1,445,135 | $3,375,591 | $7,157,681 | $779,312 | | Aggregate SCT Reported Equity Compensation(a) (-) | $591,986 | $2,410,041 | $6,346,481 | $— | | Year-End Fair Value of Awards Granted During the FY & Outstanding (b)(i)(+) | $387,525 | $2,885,424 | $338,899 | $— | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding(b)(ii) (+) | $— | $— | $(2,335,318) | $— | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY(b)(iii) (+) | $488,170 | $73,021 | $— | $— | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY(b)(iv) (+) | $30,834 | $(89,615) | $(354,721) | $(1,052) | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY(b)(v) (-) | $127,612 | $— | $— | $395,531 | | PEO Compensation Actually Paid Determination | $1,632,066 | $3,834,380 | $(1,539,940) | $382,728 | | | 2023 | 2024 | 2025 | | | Non-PEO NEOs Average SCT Reported Total Compensation | $2,334,000 | $1,348,674 | $1,468,948 | | | Average Aggregate SCT Reported Equity Compensation(a) (-) | $1,762,912 | $963,599 | $858,013 | | | Average Year-End Fair Value of Awards Granted During the FY & Outstanding (b)(i)(+) | $94,139 | $839,007 | $1,010,264 | | | Average Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding(b)(ii) (+) | $(2,058,062) | $70,900 | $115,067 | | | Average Vesting Date Fair Value of Awards Granted & Vested During the Covered FY(b)(iii) (+) | $— | $91,450 | $39,266 | | | Average Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY(b)(iv) (+) | $(248,926) | $1,203 | $12,505 | | | Non-PEO NEOs Average Compensation Actually Paid Determination | $(1,641,762) | $1,387,635 | $1,788,038 | |
Pay Versus Performance Table
| (a) The reported grant date fair value of equity awards represents the total of the amounts reported for the PEO, or the average of the total amounts reported in the case of the non-PEO NEOs, as applicable, in the “Option Awards” and “Stock Awards” columns in the SCT for the applicable year. |
Pay Versus Performance Table
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of, the following for the PEO, or the average of the following in the case of the non-PEO NEOs, to the extent applicable: (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 as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in any prior year that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in any prior year that vested in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in any prior year that failed to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
Pay Versus Performance Table
| (4) For each year, our cumulative Total Shareholder Return (“TSR”) was calculated for a period beginning with the market close on Nasdaq on December 31, 2022 through and including the last day of such year (each one-year, two-year, and three-year period, a “Measurement Period”), assuming dividend reinvestment, based on the closing price of our common stock on Nasdaq at the beginning and end of each Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the year-end value of such investment as of the end of 2025, 2024, and 2023, as applicable. We have never declared or paid any dividends on our common stock. |
Pay Versus Performance Table
| (5) The dollar amounts reported represent the amount of net loss reflected in our audited financial statements for the applicable year. |
Analysis of Information Presented in the Pay Versus Performance Table
Analysis of Information Presented in the Pay Versus Performance Table As described in more detail above in “Executive Compensation,” the Company’s executive compensation program reflects a performance-driven compensation philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, those Company measures are not financial performance measures and are therefore not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s 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 above. Compensation Actually Paid and Cumulative TSR of the Company The following graph illustrates the relationship of the CAP for our PEOs and non-PEO NEOs, as calculated pursuant to SEC rules, to our cumulative TSR over the three years presented in the Pay Versus Performance table. Compensation Actually Paid and Net Loss The following graph illustrates the relationship of the CAP for our PEOs and non-PEO NEOs, as calculated pursuant to SEC rules, to our net loss over the three years presented in the Pay Versus Performance table. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.