DEF 14A of Quanterix Corp, Apr 24, 2026

DEF 14A of Quanterix Corp

Filed Apr 24, 2026 · FY20250001104659-26-048166

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board of Directors currently consists of nine members, classified as follows: (1) Jeffrey T. Elliott, Karen A. Flynn, Scott Mendel and Alan Sachs, M.D., Ph.D. constitute Class I with a term ending at the 2027 Annual Meeting; (2) Everett Cunningham, Myla Lai-Goldman, M.D., and Garret M. Hampton, Ph.D. constitute Class II with a term ending at the 2028 annual meeting of stockholders (the “2028 Annual Meeting”); and (3) William P. Donnelly and Ivana Magovčević-Liebisch, Ph.D., J.D. constitute Class III with a term ending at the upcoming Annual Meeting. At the 2025 annual meeting of stockholders, our stockholders approved an amendment to our Charter to eliminate the classified structure of our Board. Beginning with the upcoming Annual Meeting, the director nominees in each class will be elected for a one-year term, and beginning at our 2028 Annual Meeting, all directors will be elected for a one-year term. Upon the recommendation of the Nominating and Governance Committee of the Board of Directors, our Board has voted to nominate William P. Donnelly and Ivana Magovčević-Liebisch, Ph.D., J.D. for election at the Annual Meeting as Class III directors for a term of one year to serve until the 2027 Annual Meeting and until their respective successors are elected and qualified or until their earlier resignation or removal. Additional information regarding the Board’s director nominees is set forth below. Our Bylaws provide that directors shall be elected by the vote of a majority of the votes cast, other than in a contested election of directors, as defined in our Bylaws, in which case directors shall be elected by a plurality vote. The election of the two director nominees in Proposal 1 is not a contested election of directors because no stockholder has nominated a person for election to the Board at the Annual Meeting. Unless authority to vote for any of these nominees is withheld or the shares represented by the proxy are voted AGAINST a nominee, the shares represented by the proxy will be voted FOR the election of William P. Donnelly and Ivana Magovčević-Liebisch, Ph.D., J.D. Each of the Board’s director nominees has consented to being named in this Proxy Statement and agreed to serve if elected. However, if any of the Board’s director nominees is unable to serve or for good cause will not serve as a director, the Board may choose a substitute nominee. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and agreed to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the SEC. The persons named as proxies on the enclosed proxy card will vote for the Company’s remaining nominees and substitute nominees chosen by the Board. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BOARD’S DIRECTOR NOMINEES — WILLIAM P. DONNELLY AND IVANA MAGOVČEVIĆ-LIEBISCH, PH.D., J.D.

  2. MANAGEMENT AND CORPORATE GOVERNANCE

    MANAGEMENT AND CORPORATE GOVERNANCE

  3. The Board of Directors

    The Board of Directors Our Charter and our Bylaws provide that our business is to be managed by or under the direction of our Board of Directors. Our Board currently consists of nine members, classified as follows: (1) Jeffrey T. Elliott, Karen A. Flynn, Scott Mendel and Alan Sachs, M.D., Ph.D. constitute Class I with a term ending at the 2027 Annual Meeting; (2) Everett Cunningham, Myla Lai-Goldman, M.D., and Garret M. Hampton, Ph.D. constitute Class II with a term ending at the 2028 Annual Meeting; and (3) William P. Donnelly and Ivana Magovčević-Liebisch, Ph.D., J.D. constitute Class III with a term ending at the upcoming Annual Meeting. Our Board accepted the recommendation of our Nominating Committee and voted to nominate William P. Donnelly and Ivana Magovčević-Liebisch, Ph.D., J.D. for election at the Annual Meeting for a term of one year to serve until the 2027 Annual Meeting and thereafter until their respective successors have been duly elected and qualified. Set forth in the table and biographies below are the names of our current directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years, as of the Record Date. Additionally, information about the specific experiences, qualifications, attributes or skills that led to our Board’s conclusion at the time of filing of this Proxy Statement that each person listed below should serve as a director is provided below.

  4. The Board of Directors

    | Name | Age | Position with Quanterix | | Everett Cunningham | 59 | President, Chief Executive Officer and Director | | William P. Donnelly | 64 | Chair of the Board | | Jeffrey T. Elliott(2)(3) | 48 | Lead Independent Director | | Karen A. Flynn(1)(2) | 63 | Director | | Myla Lai-Goldman, M.D.(2) | 68 | Director | | Garret M. Hampton, Ph.D.(1)(3) | 60 | Director | | Ivana Magovčević-Liebisch, Ph.D., J.D.(1)(2) | 58 | Director | | Scott Mendel(3) | 59 | Director | | Alan Sachs, M.D., Ph.D.(1) | 65 | Director |

  5. The Board of Directors

    (1) Member of our Compensation Committee (2) Member of our Nominating and Governance Committee Member of our Audit Committee

  6. Skills Matrix

    Skills Matrix The following skills matrix illustrates the skills and experiences that the Board believes are important for the Company’s current and future business needs and how such skills are represented by each director.

  7. Skills Matrix

    | Knowledge, Skills, and Experience | William P. Donnelly | Everett Cunningham | Jeffrey T. Elliott | Karen A. Flynn | Mya-Lai- Goldman, M.D | Garret M. Hampton, Ph.D. | Ivana Magovčević Liebisch, Ph.D., J.D. | Scott Mendel | Alan Sachs, M.D., Ph.D. | | M&A / Transactional | • | • | • | • | • | • | • | • | • | | Capital Markets / Finance | • | | • | | | | • | • | | | Healthcare Industry | • | • | • | • | • | • | • | • | • | | Other Public Co. Board | • | • | • | • | • | • | • | • | | | R&D / Scientific | | | | | • | • | • | | • | | Public Co. Executive | • | • | • | • | • | • | • | • | • | | Legal / Regulatory | | | | | • | | • | | | | Corporate Governance | • | • | • | • | • | • | • | • | • |

  8. Biographies

    Biographies Everett Cunningham has served as a member of our Board and as our President and Chief Executive Officer since January 2026. Mr. Cunningham served as Chief Commercial Officer of Illumina Inc., a global leader in DNA sequencing and array-based technologies, where he led the company’s global commercial strategy and execution, from June 2024 to January 2026. Prior to this, from October 2021 to June 2024, he was Chief Commercial Officer at Exact Sciences Corp., a leading provider of tests for cancer prevention, early detection and screening, where he oversaw the company’s marketing, sales, and customer service functions. Prior to Exact Sciences, Mr. Cunningham was President and Chief Executive Officer of GE Healthcare’s Canadian and United States division from June 2019 to October 2021. Earlier in his career, he spent over 20 years holding various senior leadership roles at Quest Diagnostics, GE Healthcare, and Pfizer. Mr. Cunningham currently serves on the boards of Arvinas and Visby Medical. He holds a B.S. in economics from Northwestern University. Mr. Cunningham’s qualifications for service as a member of our Board include his extensive experience in the life sciences and diagnostics industries, as well as the perspective he brings as our President and Chief Executive Officer. William P. Donnelly has served as a member of our Board since August 2023 and has served as Chair of the Board since March 2025. He also served as Executive Director from November 2025 through January 2026. From 2014 to 2018, Mr. Donnelly served as Executive Vice President responsible for finance, investor relations, supply chain and information technology at Mettler-Toledo International Inc. Mr. Donnelly served as Mettler-Toledo’s Chief Financial Officer from 1997 to 2002 and from 2004 to 2014 and as division head of Mettler-Toledo’s product inspection and certain lab businesses from 2002 to 2004. Earlier in his career, Mr. Donnelly served in various senior financial roles, including Chief Financial Officer, of Elsag Bailey Process Automation, NV and was an auditor with PricewaterhouseCoopers LLP. Mr. Donnelly has been a director of Ingersoll Rand Inc. since May 2017 and was appointed lead director in November 2021. He has also served as a director of TRowe Price Group, Inc. since 2023. Mr. Donnelly received a B.S. in business administration from John Carroll University. Mr. Donnelly’s qualifications for service as a member of our Board include his expertise in financial strategy and extensive leadership experience with publicly-held industrial and life science companies, including as chief financial officer. Jeffrey T. Elliott has served as a member of our Board since August 2024 and has served as Lead Independent Director since November 2025. Since September 2024, Mr. Elliott has served as a consultant to The Boston Consulting Group, Inc. He served as Chief Financial Officer of Exact Sciences Corp., a leading global supplier of precision instruments and services, from November 2016 to May 2024 and also as Chief Operating Officer from 2021 to 2023. Prior to his appointment as Chief Financial Officer, Mr. Elliott served as Exact Sciences’ Vice President, Strategy and Business Development. Earlier in his career, Mr. Elliott was with Robert W. Baird & Co. where he was a senior equity research analyst covering healthcare companies, including those in the diagnostics and life science tools industry. Mr. Elliott has served as a director of Sera Prognostics, Inc. since March 2025. Mr. Elliott earned a B.S. in business administration from the University of Illinois at Urbana-Champaign and an M.B.A. from the University of Chicago Booth School of Business. Mr. Elliott is a Chartered Financial Analyst. Mr. Elliott’s qualifications for service as a member of our Board include his knowledge and expertise in financial strategy, notably in the diagnostics sector. Karen A. Flynn has served as a member of our Board since June 2022. Ms. Flynn retired from her position as Chief Commercial Officer of Catalent, Inc.in September 2022. Ms. Flynn previously served Catalent as President, Biologics and Chief Commercial Officer from January 2020 to October 2021. After retirement, Ms. Flynn served on an interim basis as Catalent’s President, Biomodalities from April 2023 to October 2023. Prior to joining Catalent, Ms. Flynn served as the Senior Vice President and Chief Commercial Officer of West Pharmaceutical Services, Inc., having previously served as the company’s President, Pharmaceutical Packaging Systems. Ms. Flynn has served as a director of Stevanato Group S.p.A. since May 2024, Sotera Health Company since November 2023, GermFree Laboratories, Inc. since February 2024 and Ascend Advanced Therapeutics Ltd. since May 2025. She also is a member of the Board of Trustees of The Franklin Institute and serves in the Hesburgh Women of Impact mentorship program for the University of Notre Dame. Previously, Ms. Flynn served as a director of Catalent from September 2022 to January 2024. Ms. Flynn holds an M.S. in business administration from Boston University, an M.S. in Engineering from the University of Pennsylvania and a Bachelor of Science in Pre-Professional Studies from the University of Notre Dame. Ms. Flynn’s qualifications for service as a member of our Board include her experience leading high growth businesses and her extensive background in commercial strategy, strategic planning, innovation and quality management. Garret M. Hampton, Ph.D. has served as a member of our Board of Directors since November 2025. Dr. Hampton served as President of the Clinical Sequencing and Oncology Division at Thermo Fisher Scientific from June 2020 to September 2024, driving the adoption of disruptive, “next-day” rapid NGS-based oncology testing to enable therapy selection. Before that, Dr. Hampton was Senior Vice President, Clinical Genomics at Illumina Inc., a leading the development of oncology, reproductive health and rare genetic disease products and driving the development of in vitro diagnostics (IVD) in Oncology and Prenatal Testing, from January 2017 to January 2020. Prior to his roles in molecular diagnostics, Dr. Hampton held multiple executive leadership roles in Genentech and Roche, Celgene, and Novartis. In these roles, he led clinical biomarker research and development, enabling the success of multiple drug programs. At Genentech and Roche, he built and led the company’s global translational sciences capabilities. Before transitioning to industry, Dr. Hampton was Assistant Professor of Medicine at the University of California at San Diego, with a joint appointment at the Ludwig Institute of Cancer Research. His research on the genetic changes in cancer development at UC San Diego, and subsequent roles in industry, led to the publication of over 150 peer-reviewed articles with 14,000 lifetime citations. Dr. Hampton has served as a director at Ideaya Biosciences Inc., a clinical stage oncology company, since May 2020 and a member of the Dean’s Advisory Council at UC San Diego’s School of Biological Sciences. Dr. Hampton also serves as an advisor to several biotech companies focused on oncology, multiomics and artificial intelligence. Dr. Hampton received his M.A. and B.A. at Trinity College and his Ph.D. in Statistical and Biometric Geneticsat University College London and the Imperial Cancer Research Fund, London. Dr. Hampton’s qualifications for service as a member of our Board include his extensive experience as a genetics researcher and corporate executive in oncology and diagnostic sectors.

  9. Biographies

    Myla Lai-Goldman, M.D. has served as a member of our Board since July 2025. She served as a member of Akoya Biosciences, Inc.’s (“Akoya”) board of directors from September 2021 to July 2025, when it was acquired by Quanterix. Dr. Lai-Goldman has served since June 2011 as the Chair of the board of directors of GeneCentric Therapeutics, Inc., a precision medicine company, where she was a co-founder and previously served as Chief Executive Officer and President. She is also managing partner of Personalized Science, LLC, a clinical diagnostic consulting company that she founded in 2008. Additionally, Dr. Lai-Goldman is a Venture Partner of Hatteras Venture Partners, a venture capital firm with a focus on biopharmaceuticals, medical devices, diagnostics and related opportunities in human medicine. Previously, Dr. Lai-Goldman was Chief Executive Officer and Chief Scientific Officer of CancerGuide Diagnostics, Inc. Before joining CancerGuide Diagnostics, she held various roles, including Executive Vice President, Chief Medical Officer and Chief Scientific Officer, at Laboratory Corporation of America Holdings (“Labcorp”) and its predecessor company, Roche Biomedical Laboratories, Inc. Dr. Lai-Goldman has served as a director of West Pharmaceutical, a public pharmaceutical company since 2014, NovoPath Inc. since 2022 and Mercy BioAnalytics, Inc. since 2023. Dr. Lai-Goldman spent more than 18 years at Labcorp where she served on Labcorp’s Executive and Management Committees, with strategic and operations responsibilities for three major genomic laboratories comprising more than 700 people. During her tenure at Labcorp, she led all clinical, scientific and medical activities, including the introduction of more than 400 clinical assays. Her experience includes the development of partnerships, licensing and acquisitions. Dr. Lai-Goldman is board-certified in anatomic and clinical pathology, is a recognized author and speaker on clinical diagnostics, and has substantial leadership experience. Dr. Lai-Goldman holds a B.A. in biology with a concentration in ecology from the University of Pennsylvania and an M.D. from Columbia University Vagelos College of Physicians and Surgeons. Dr. Lai-Goldman’s qualifications for service as a member of our Board include her extensive experience as a physician, researcher and corporate executive in the clinical laboratory and diagnostics industry. Ivana Magovčević-Liebisch, Ph.D., J.D. has served as a member of our Board since October 2024. Dr Magovčević-Liebisch has served as the President and Chief Executive Officer at Draig Therapeutics since November 2025. She served as President and Chief Executive Officer of Vigil Neuroscience, Inc. and as a member of its board of directors from July 2020 to November 2025. Prior to Vigil, Dr. Magovčević-Liebisch was Executive Vice President, Chief Business Officer at Ipsen S.A., a pharmaceutical company, from March 2018 to April 2020, where she led the external innovation, business development and alliance management functions. Prior to Ipsen, Dr. Magovčević-Liebisch was Executive Vice President, Chief Strategy and Corporate Development Officer at Axcella Health Inc., and Senior Vice President, Head of Global Business Development for the specialty drug business at Teva Pharmaceutical Industries Ltd. Earlier in her career, Dr. Magovčević-Liebisch worked at Dyax Corp., now Takeda Pharmaceutical Company Limited, in management roles of increasing scope and responsibility, including Executive Vice President and Chief Operating Officer, where she launched the company’s first drug, Kalbitor® for an orphan indication, hereditary angioedema. Dr. Magovčević-Liebisch began her biopharmaceutical career at Transkaryotic Therapies, Inc., where she was Director of Intellectual Property and Patent Counsel. Dr. Magovčević-Liebisch has served as a director of Acrivon Therapeutics, Inc. since February 2024. Previously, she was a director and the Chairperson of the board of directors of Absci Corporation from August 2020 to June 2023 and served as a director of Aeglea BioTherapeutics, Inc. (now Spyre Therapeutics, Inc.) from March 2018 to November 2023 and Applied Genetic Technologies Corporation (acquired by Syncona Ltd., now Beacon Therapeutics Holdings Ltd.) from June 2014 to April 2022. Dr. Magovčević-Liebisch is also a trustee of the Boston Museum of Science and of the Boston Ballet, and overseer of Beth Israel Deaconess Medical Center. She received a B.A. in biology and chemistry from Wheaton College, a Ph.D. in genetics from Harvard University, and a J.D. in high technology law from Suffolk University Law School. Dr. Magovčević-Liebisch’s qualifications for service as a member of our Board include over 25 years of senior management experience in the biotechnology and pharmaceutical industry. Scott Mendel has served as a member of our Board since July 2025. Mr. Mendel served as a member of Akoya’s board of directors from June 2021 until its acquisition by Quanterix in July 2025, including serving as the Chairman from October 2024 to July 2025. He has over 30 years of financial and operational leadership experience. Mr. Mendel served as President and Chief Executive Officer and a member of the board of directors of GenMark Diagnostics, Inc., a molecular diagnostics company, from May 2020 until its acquisition by F. Hoffmann-La Roche Ltd. in April 2021, and as President of GenMark following the acquisition until September 2021. From May 2014 to May 2020, Mr. Mendel served in various roles of ascending responsibility with GenMark, including as interim Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. Prior to joining GenMark, Mr. Mendel served as the Chief Financial Officer of The Active Network, Inc., a global software as a service company that provides technology to organizers of events and activities. Prior to joining The Active Network, Mr. Mendel held finance positions at General Electric Company, a diversified technology, media and financial services company, for over 20 years, including Chief Financial Officer for General Electric’s Healthcare IT division, a leading provider of medical technologies and services. Mr. Mendel has served as a director of Pattern Bioscience, Inc., a rapid pathogen identification and antibiotic susceptibility testing company, since May 2024 and Quantum-Si Incorporated, a public protein sequencing company, since May 2023, and previously served as a director of Visby Medical, Inc., a diagnostics company, from January 2022 to May 2024. Mr. Mendel earned a B.S. in finance from Indiana University and an M.B.A. from Northwestern University’s Kellogg School of Management. Mr. Mendel’s qualifications for service as a member of our Board include his financial expertise and experience in the medical technology industry.

  10. Biographies

    Alan Sachs, M.D., Ph.D. has served as a member of our Board of Directors since November 2025. He served as Chief Scientific Officer and Chief Medical Officer of Thermo Fisher Scientific from January 2016 to June 2024, where he led strategic initiatives to drive growth through investments that enabled customers to accelerate life sciences research, address complex analytical challenges, enhance patient diagnostics, and improve laboratory productivity. Prior to Thermo Fisher Scientific, he was Chief Scientific Officer at Life Technologies from January 2012 until its acquisition by Thermo Fisher Scientific in 2014. Earlier in his career, Dr. Sachs spent a decade at Merck Research Laboratories, where he was Vice President of Exploratory and Translational Sciences. During his tenure, he built and led the global RNA Therapeutics Department, oversaw the Rosetta Inpharmatics group, and directed the Department of Molecular Profiling. Before joining Merck, Dr. Sachs was an Associate Professor of Molecular and Cell Biology at the University of California, Berkeley, following his appointment as a Whitehead Institute Fellow. He has also served on the boards of directors of Imago BioSciences and Odyssey Thera, as well as on the scientific advisory board of the Allen Institute. Dr. Sachs earned his B.A. in biochemistry from Cornell University and his M.D. and Ph.D. from Stanford University School of Medicine. Dr. Sachs’s qualifications for service as a member of our Board include his leadership and scientific contributions and executive accomplishments across academia, industry, and global life sciences organizations. Our Board reviewed the materiality of any relationship that each of our directors and director nominees has with Quanterix, either directly or indirectly, including those described under the caption “Certain Relationships and Related Person Transactions” below. Based upon this review, our Board has determined that each of the following directors and director nominees is “independent” under Nasdaq independence standards: Jeffrey T. Elliott, Karen A. Flynn, Myla Lai-Goldman, M.D., Garret M. Hampton, Ph.D., Ivana Magovčević-Liebisch, Ph.D., J.D., Scott Mendel, and Alan Sachs, M.D, Ph.D. In addition, the Board had determined that Paul Meister and David Walt, Ph.D., who each served as a director until November 20, 2025, and Sarah Hlavinka and Martin Madaus, Ph.D., who each served as a director until July 8, 2025 were “independent” under Nasdaq independence standards. Mr. Donnelly is not considered an independent director under the Nasdaq listing rules because he served as Executive Chair from November 20, 2025 to January 19, 2026. Dr. Toloue was not, and Everett Cunningham is not, considered an independent director due to their respective service as the Company’s President and Chief Executive Officer. There are no family relationships between or among any of our directors or director nominees. The principal occupation and employment during the past five years of each of our directors and director nominees was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of Quanterix. There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

  11. Compensation Governance Highlights

    | What We Do | What We Don’t Do | | Reward performance according to pre-established performance goals Provide a meaningful portion of the compensation of our Chief Executive Officer and executive officers through performance-based or at-risk compensation Establish stock ownership guidelines for our executive officers The Compensation Committee retains an independent compensation consultant We hold an annual advisory vote on executive compensation Cap payouts under our compensation plans to discourage inappropriate risk taking by our executive officers Provide for double-trigger change of control severance provisions | Permit hedging or pledging of our stock Include automatic compensation increases or equity grants in our employment agreements Provide single trigger change of control benefits Provide for excessive cash severance Provide our executive officers with golden parachute tax gross-ups Maintain executive pension plans or other retirement programs that are not generally available to all employees Allow discounted stock options Allow liberal share recycling under our equity incentive plans |

  12. Compensation Program Overview

    | Element | Award Vehicle | Guaranteed vs. At-Risk | Performance vs. Time-Based | | Base Salary | Cash | Guaranteed | Not applicable | | Annual Cash Incentive Bonus | Cash | At-Risk | Performance-Based | | Long-Term Incentive Equity | Restricted Stock Units (“RSUs”) and Stock Options | At-Risk | Time-Based |

  13. Compensation Process

    Compensation Process Role and Authority of the Compensation Committee. The Compensation Committee oversees our executive compensation programs. In this role, the Compensation Committee reviews and approves the compensation of our executive officers. Additional information about the Compensation Committee, including its composition and responsibilities, can be found under the caption “Management and Corporate Governance” in this Proxy Statement. The Compensation Committee’s practice has been to establish fiscal year base salaries and to approve annual cash bonuses and long-term incentive equity awards, on an annual basis. From time- to-time, the Compensation Committee makes other adjustments to individual compensation arrangements due to promotions, changes of responsibilities or other appropriate circumstances. The Compensation Committee may form and delegate authority to subcommittees as appropriate, including, but not limited to, a subcommittee composed of one or more members of the Board or officers of the Company, to grant stock awards under the Company’s equity incentive plans (other than the 2025 Plan, under which only the Compensation Committee may grant awards). Under its charter, the Compensation Committee has delegated authority to award equity grants to the Equity Award Subcommittee of the Compensation Committee (the “Equity Award Subcommittee”), which has approved equity awards under the proposed amended and restated 2017 Plan when securing the approval of the full Compensation Committee has been administratively challenging. The Equity Award Subcommittee currently consists of Karen A. Flynn and Ivana Magovčević-Liebisch, Ph.D., J.D., each of whom qualify as independent directors and non-employee directors under applicable rules. Role of Compensation Consultants. As discussed above, the Compensation Committee retained PayGov as its independent compensation advisor for 2025. Services provided by PayGov included assistance in reviewing trends in executive compensation, selecting our compensation peer group and designing our executive compensation programs. PayGov also assisted the Compensation Committee in obtaining compensation benchmark data and establishing the target compensation levels of our executive officers, and structuring the 2017 Plan. PayGov provides no services to us other than those performed on behalf of the Compensation Committee. The Compensation Committee considers the independence of its compensation consultant on an annual basis. Role of Management. The Compensation Committee receives input from our Chief Executive Officer and other members of our senior management team with respect to compensation programs for our executives. The Compensation Committee also receives input from our Chief Executive Officer on the performance of our other executives and on compensation decisions for those executives. The Compensation Committee considers, but is not bound by and does not always accept, the recommendations of our Chief Executive Officer or the other members of our senior management team with respect to compensation matters. While our Chief Executive Officer and other members of our senior management team typically attend Compensation Committee meetings, the Compensation Committee regularly meets in executive session without management present. Our Chief Executive Officer is not present during voting or deliberations on his compensation.

  14. Bases for Our Compensation Policies and Decisions

    Bases for Our Compensation Policies and Decisions As a general guideline, the Compensation Committee seeks to generally establish the target compensation of our executive officers at the median of our peers, assuming that we meet the performance targets established for incentive-based programs. An individual executive’s target compensation may be higher or lower than this guideline based on his or her particular background, experience and performance, market factors, and internal equity. These factors are weighed by the Compensation Committee in its judgment, and no single factor takes precedence over the others. In determining our compensation peer group, the Compensation Committee selects companies that are similar to us based on criteria such as industry, market capitalization, revenue and revenue growth and number of employees. In establishing the fiscal 2025 compensation of our executive officers, the Compensation Committee reviewed our compensation peer group with the assistance of PayGov. The companies in our peer group for the fiscal year ended December 31, 2025 were as follows:

  15. Annual Cash Incentive Bonus Program

    Annual Cash Incentive Bonus Program Our Annual Cash Incentive Bonus Program is designed to encourage our executives, including our named executive officers, to achieve specified corporate and individual performance objectives. The Annual Cash Incentive Bonus Program emphasizes pay for performance and is intended to align executive compensation with the achievement of specified operating results. The high-level structure of the 2025 Annual Cash Incentive Bonus Program as established by the Compensation Committee is as follows: For each of our named executive officers, the target award is multiplied by a corporate performance factor and an individual performance factor to arrive at the actual award. 2025 Annual Cash Incentive Bonus Program Target Awards. The Compensation Committee annually sets individual target awards expressed as a percentage of each participant’s base salary earned during the year. The Compensation Committee takes into account market data and annual cash incentive levels for comparable positions at companies in our compensation peer group. For 2025, the Compensation Committee determined the target incentive opportunities shown below for the named executive officers, other than Mr. Donnelly (who did not participate in the 2025 Annual Cash Incentive Program):

  16. Annual Cash Incentive Bonus Program

    | Masoud Toloue, Ph.D. | 100% | | Vandana Sriram | 70% |

  17. Annual Cash Incentive Bonus Program

    2025 Annual Cash Incentive Bonus Program Corporate Performance Factor. For 2025, the Compensation Committee approved the calculation of the corporate performance factor based on Company performance against specified levels of achievement of revenue, non-GAAP gross margin, cash usage and certain corporate strategic objectives, with each factor weighted at 35%, 15%, 10% and 40%, respectively. The threshold level of achievement for each performance element was set at 0.5x of the target level, and the maximum level of achievement was set at 1.5x of the target level. Each performance metric was calculated on a sliding scale between the threshold, target and maximum values, as applicable. With respect to the non-GAAP gross margin performance element referenced above, performance was measured for these purposes based on gross margin as adjusted to include shipping and handling costs for product sales within cost of product revenue instead of within selling, general and administrative expenses. Non-GAAP gross margin is a financial measure that we consider significant in our business. For a reconciliation of non-GAAP gross margin to gross margin, please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” in the Company’s 2025 Annual Report. The strategic objectives for 2025 were: • New Platform launch; Menu expansion through new assays; Diagnostics revenue enablement; • Full remediation of material weakness; and • Cost savings operationalized targets We believe that the performance targets set by the Compensation Committee were established at levels appropriately challenging to attain and that they required considerable and increasing collective effort on the part of our employees, including our named executive officers, to achieve. Under the Company’s Annual Cash Incentive Bonus Program, the Compensation Committee has discretion to adjust the calculation of Company performance to take account of unanticipated or non- routine events or transactions to ensure the program appropriately rewards performance and prevents unintended windfalls or penalization to participants. The threshold, target, and maximum goals for each performance metric for 2025 were set initially in the beginning of 2025 as follows:

  18. Annual Cash Incentive Bonus Program

    | | Weight | Threshold (0.5x) | Target (1.0x) | Maximum (1.5x) | | 2025 Revenue ($) | 35% | $140 million | $148 million | $156 million | | Non-GAAP Gross Margin(1) | 15% | 54% | 56% | 58% | | Cash Usage | 10% | $(43.0) million | $(35.0) million | $(27.0) million | | Strategic Objectives | 40% | 0 | 40% | 48% | | Total | 100% | | | |

  19. Annual Cash Incentive Bonus Program

    In mid 2025, the Akoya acquisition was completed. In addition, reductions in federal research funding during 2025 continued to negatively impact spending within the industry and with our research customers that rely on these funding mechanisms. These two factors negatively affected our projected revenues, operating expenses and cash flows for full year 2025. In light of the anticipated significant effects of these factors, which were not fully appreciated or quantified at the beginning of 2025, the Compensation Committee adjusted the corporate performance objectives and associated target levels in August 2025, and these adjusted targets are set forth below, together with the actual levels of performance and associated performance factor and weighted payout.

  20. Annual Cash Incentive Bonus Program

    | | Weight | Threshold (0.5x) | Target (1.0x) | Maximum (1.5x) | Actual | Performance Factor | Weighted Payout | | 2025 Revenue ($) | 35% | $130 million | $135 million | $145 million | $138.9 million | 1.19x | 42% | | Non-GAAP Gross Margin(1) | 15% | 45% | 47% | 49% | 47.3% | 1.08x | 16% | | Cash Balance | 10% | $115 million | $120 million | $125 million | $121.6 million | 1.05x | 11% | | Strategic Objectives | 40% | 0 | 40% | 48% | 37% | 0.92x | 37% | | Total | 100% | | | | | | 105% |

  21. Annual Cash Incentive Bonus Program

    (1) For a reconciliation to GAAP, excluding the adjustments referred to in footnote (2), and other pertinent information, refer to page 64 of the in the Company’s 2025 Annual Report. The Committee reviewed our performance against the metrics set forth above and took note of the numerical result. In light of the downward revision of the targets in August 2025, the Compensation Committee exercised its discretion and approved a corporate performance factor of 95%. 2025 Annual Cash Incentive Bonus Program Individual Performance Factor. The individual performance factor for our executive officers (other than Mr. Donnelly, who did not participate in the 2025 Cash Incentive Bonus Program) was capped at 1.1x for a maximum level of achievement. Each of our executive officers was assigned personal objectives designed to support our corporate goals and objectives and to be consistent with the executive’s roles and responsibilities. The individual performance factor for each of our executive officers was determined by the Compensation Committee based on its assessment of the executive’s individual performance, taking into account the executive’s personal objectives and the recommendation of our Chief Executive Officer (for executives other than himself). For 2025, based on its review of our named executive officers’ respective individual performance, the Compensation Committee established the individual performance factors for our named executive officers as follows: Dr. Toloue — 1.0x and Ms. Sriram — 1.0x. 2025 Annual Cash Incentive Program Actual Awards. Based on the above, our named executive officers (other than Mr. Donnelly) received cash payouts under our 2025 Annual Cash Incentive Bonus Program as follows. Payments were determined based on each individual executive’s base salary earned in 2025.

  22. Annual Cash Incentive Bonus Program

    | Executive | Target Award (% of Base Salary) | Corporate Performance Factor | Individual Performance Factor | Payment ($) | | Masoud Toloue, Ph.D. | 100% | 0.95x | 1.0x | $641,250 | | Vandana Sriram | 70% | 0.95x | 1.0x | $309,225 |

  23. 2025 Long-Term Incentive Equity Program

    2025 Long-Term Incentive Equity Program A significant portion of our executive compensation is delivered in the form of long-term incentive equity awards. We believe that equity-based grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and stockholders. In addition, the vesting feature of the equity grants furthers our goal of executive retention by providing an incentive to our executives to remain in our service during the vesting period. Except for awards under the 2025 Plan, all grants of equity-based awards to our executives are approved by the Compensation Committee or the Equity Award Subcommittee and are made pursuant to our 2017 Plan. Awards under the 2025 Plan are approved by the Compensation Committee. In determining the size of equity-based awards to our executives, the Compensation Committee, the Equity Award Subcommittee and our Board considers factors such as scope of responsibility, the applicable executive’s performance, the amount of equity previously awarded to the executive, the vesting of such awards, the recommendations of our Chief Executive Officer (other than with respect to himself), equity award levels for similarly situated executives at our peer companies and other market data provided by PayGov, the Compensation Committee’s independent consultant. We have historically granted equity awards in the form of stock options and RSUs. While a large portion of our outstanding stock options currently have exercise prices in excess of the trading price of our Common Stock, we continue to believe that stock options, which are granted with an exercise price equal to the fair market value of our Common Stock on the grant date, provide an appropriate long-term incentive for our executives because stock options reward our executives only to the extent our stock price increases over time. Likewise, we believe that RSUs, the value of which tends to be subject to less variability than stock options, encourage our executives to take actions that foster long-term stock price appreciation while also encouraging retention. In addition to awards granted under the 2017 Plan, the Compensation Committee has granted equity awards under the 2025 Plan, which is limited to persons who satisfy the standards for inducement grants under Nasdaq Listing Rule 5635(c)(4). The 2025 Plan authorizes the grant of awards covering up to 2,893,465 shares of Company common stock, and provides for grants of stock options, RSUs and other equity awards on terms that are substantially the same as those in the 2017 Plan. The Compensation Committee or the Equity Award Subcommittee approved 2025 long-term incentive equity awards for Ms. Sriram and the Board approved 2025 long term incentive equity awards for Dr. Toloue and Mr. Donnelly as set forth in the following table:

  24. 2025 Long-Term Incentive Equity Program

    | Executive | 2025 Approximate Award Value ($) | Number of Stock Options | Number of RSUs | | Masoud Toloue, Ph.D. | $3,899,998 | 138,790 | 454,641 | | Vandana Sriram | $1,425,002 | 50,712 | 166,119 | | William P. Donnelly(1) | $488,110 | 85,912 | 7,435 |

  25. 2025 Long-Term Incentive Equity Program

    The 2025 approximate award value for Mr. Donelly includes $288,109 attributable to 70,091 stock options awarded to Mr. Donnelly for his role as Executive Chairman. The remaining 15,821 options and 7,435 RSUs with an approximate aggregate award value of $200,000 were awarded to Mr. Donnelly for his role as a non-employee director. The stock options and RSUs granted to Ms. Sriram and Dr. Toloue vest over a four-year period, with one-fourth of each of the stock options and RSUs vesting on the first anniversary of the grant date and the remainder vesting ratably on a monthly basis over the next three years, provided the recipient remains with us through the applicable vesting date. As further described under “Employment Agreements with Named Executive Officers”, any outstanding but unvested portions of Dr. Toloue’s equity awards that would have vested on or prior to April 30, 2026 accelerated and became fully vested and exercisable on the effective date of Dr. Toloue’s separation, pursuant to his separation agreement. The stock options granted to Mr. Donnelly vest over two years in 24 equal installments. Stock options were valued according to their Black-Scholes valuation as of the grant date. For our named executive officers (other than Mr. Donnelly), the number of stock options and RSUs awarded was determined on a 70% Option / 30% RSU ratio, which we believe provides an appropriate balance of incentives for our senior executives. Except for awards under the 2025 Plan, all awards granted to our named executive officers are granted under a stockholder-approved plan. All stock options are granted at an exercise price at or above the closing market price of our Common Stock on the date of grant. Equity awards, including options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or equity grant dates. Additional detail regarding awards to the named executive officers can be found in the “Summary Compensation Table,” “2025 Fiscal Year Grants of Plan-Based Awards” table and “Outstanding Equity Awards at 2025 Fiscal Year-End” table elsewhere in this Proxy Statement.

  26. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Dr. Toloue was, and Ms. Sriram is, entitled to specified benefits in the event of the termination of their employment under specified circumstances, including termination following a change of control of Quanterix. We consider these severance and change of control benefits to be an important component of our executive compensation program and consistent with competitive market practice. We believe that providing appropriate severance and change of control benefits helps to attract and retain qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with us, and by reducing financial uncertainty associated with an unexpected termination or termination following a change of control. We have provided more detailed information regarding these benefits, along with estimates of their value under various circumstances, under the caption “Potential Payments Upon Termination or Change of Control” below. Our practice has been to structure change of control benefits so that cash benefits are paid only if the employment of the executive is terminated or if the executive resigns for good reason during specified periods before or after a change of control has occurred. Vesting of equity in connection with a change of control will generally only occur if the executive is not provided with a comparable replacement equity award or if the employment of the executive is terminated or if the executive resigns for a good reason during a specified period before or after the change of control (commonly referred to as double trigger vesting).

  27. Employment Agreements with Named Executive Officers

    Employment Agreements with Named Executive Officers Masoud Toloue Dr. Toloue joined Quanterix in June 2021 as President of Quanterix and Diagnostics. Effective April 25, 2022, Dr. Toloue assumed the role of President and Chief Executive Officer and joined our Board. In connection with Dr. Toloue’s new role, the Compensation Committee approved an amended and restated employment agreement, effective as of April 25, 2022. Under the agreement, Dr. Toloue’s initial annualized base salary was $550,000. Dr. Toloue also was eligible for a target award of 100% of his annual base salary under the 2022 Annual Cash Incentive Bonus Program and he was granted a long-term incentive equity award, comprised of stock options and RSUs having an aggregate grant-date fair value of $2,000,000, consisting of 70% stock options and 30% restricted stock units and vesting over a four-year period. Dr. Toloue’s employment agreement provided that, in the event we terminate Dr. Toloue’s employment without cause or Dr. Toloue terminates his employment with us for good reason, he would be entitled to continuation of his then-current base salary and health insurance benefits for twelve months, an amount equal to his target bonus for the applicable year and acceleration of any of the unvested portion of his initial equity award that would have vested during the severance period had he remained employed during such time. If such termination occurs within 90 days prior to, or twelve months following, a change of control, he would also be entitled to accelerated vesting of all outstanding but unvested equity. On April 9, 2024, the agreement was amended to provide for salary continuation for 24 months if he is terminated without cause, or if he resigns for good reason within the 90-day period immediately preceding or the twelve-month period immediately following a change of control of the Company. On January 8, 2026, Dr. Toloue entered into a separation agreement with the Company, pursuant to which his employment as our President and Chief Executive Officer ended and he resigned as a member of our Board effective as of January 19, 2026. In connection with his termination of employment, Dr. Toloue received severance benefits consistent with the termination-without cause provision of his employment agreement described above. In addition, pursuant to the separation agreement, (i) any outstanding but unvested portions of Dr. Toloue’s equity awards that would have vested on or prior to April 30, 2026 accelerated and became fully vested and exercisable on the effective date of Dr. Toloue’s separation, (ii) any RSUs that vested in accordance with the preceding clause were settled within 60 days of such vesting, and (iii) any stock options, to the extend vested, may be exercisable on or prior to December 31, 2026. Vandana Sriram Ms. Sriram joined Quanterix in August 2023 as Chief Financial Officer pursuant to an employment agreement entered into on August 3, 2023. Under the employment agreement, her initial annualized base salary was $440,000. Ms. Sriram was also eligible to receive an annual performance bonus with a bonus target of 70% of her annual base salary, based on her actual base salary earned during the year. Ms. Sriram also received an initial sign-on equity award of $800,000, consisting of 70% stock options and 30% restricted stock units and vesting over a four-year period. If Ms. Sriram’s employment is terminated by us without cause or she resigns for good reason, she will receive continued payment of her base salary for six months, payment of an amount equal to her prorated annual target bonus for the year of termination, acceleration of the unvested portion of her initial equity award that would have vested on or before August 21, 2024, and health benefits continuation for six months. If Ms. Sriram’s employment is terminated by us without cause or she resigns for good reason within the 90-day period immediately preceding or the twelve-month period immediately following a change of control, in addition to the foregoing she will receive acceleration of vesting for all unvested equity. On April 11, 2024, the agreement was amended to provide for (i) salary continuation for twelve months, (ii) payment of target bonus for the year of termination, (iii) acceleration of vesting of all unvested equity and (iv) continuation of health insurance benefits for twelve months, if she is terminated without cause, or if she resigns for good reason within the 90-day period immediately preceding or the twelve month period immediately following a change of control of the Company. On April 13, 2026.the agreement was amended to provide for (i) salary continuation for nine months and (ii) continuation of health insurance benefits for nine months if she is terminated without cause or if she resigns for good reason. William P. Donnelly On November 20, 2025, Mr. Donnelly was appointed Executive Chair of the Company and entered into an employment agreement governing his role as Executive Chair (which position also included the role and responsibilities of the Chair of the Board of Directors). As Executive Chair, Mr. Donnelly reported to the Lead Director and was responsible for providing the Company with strategic and other advice and services upon reasonable request by the Board, including, but not limited to, advice and services related to investor relations, employee relations and execution on operational and strategic initiatives. The employment agreement had an initial term ending on December 31, 2026. Under his employment agreement, Mr. Donnelly was entitled to receive a salary at the rate of $250,000 per year and an annual grant of non-qualified stock options equal to 0.15% of the shares of Company common stock outstanding on the date of grant, vesting ratably on a monthly basis for 24 months following grant. The first such grant occurred on November 20, 2025. Mr. Donnelly did not receive the second annual grant of stock options contemplated under his employment the agreement because he stepped down as Executive Chair before the first anniversary of his commencement of employment in such role.

  28. Employment Agreement with Everett Cunningham

    Employment Agreement with Everett Cunningham On January 8, 2026, we entered into an employment agreement with Mr. Cunningham in connection with his appointment as President and Chief Executive Officer effective as of January 19, 2026. Under the agreement, Mr. Cunningham is entitled to an initial annualized base salary of $750,000 and eligibility for an annual performance bonus with an annual bonus target of up to 100% of his base salary. The agreement also provides for a sign-on cash payment of $600,000 payable within 30 days following Mr. Cunningham’s start date. If Mr. Cunningham voluntarily terminates his employment without good reason within one year of the start date, Mr. Cunningham will be required to repay 50% of the sign-on cash payment, and if his employment is terminated for cause within one year of the start date, he will be required to repay the sign-on cash payment in full. In connection with his appointment, Mr. Cunningham also received long-term equity incentive awards consisting of (a) RSUs covering 1,070,000 shares of Company common stock, subject to time-based vesting (the “Time-Based RSUs”) and (b) RSUs covering 813,750 shares of Company common stock, subject to performance-based vesting (the “Performance-Based RSUs”). The Time-Based RSUs vest in four equal annual installments on each of the first four anniversaries of Mr. Cunningham’s start date. One-fifth of the Performance-Based RSUs will vest on the later of (i) the date that the volume weighted average price of the Company’s common stock on the Nasdaq Global Market (or other applicable national securities exchange) (“VWAP”) equals or exceeds $10 per share for 30 consecutive trading days prior to the second anniversary of Mr. Cunningham’s start date and (ii) the first anniversary of his start date, two-fifths will vest on the later of (i) the date that such VWAP equals or exceeds $15 per share for 30 consecutive trading days prior to the third anniversary of Mr. Cunningham’s start date and (ii) the second anniversary of his start date, and the remaining two-fifths will vest on the later of (i) the date that such VWAP equals or exceeds $20 per share for 30 consecutive trading days prior to the fourth anniversary of Mr. Cunningham’s start date and (ii) the third anniversary of his start date. In the event of a change-in-control (as defined in the agreement) in which the consideration payable to a holder of a share of the Company’s common stock equals or exceeds $10, $15 or $20, the corresponding tranche(s) of the Performance-Based RSUs will vest as of such change-in-control, and if the consideration payable to a holder of a share of the Company’s common stock is between $10 and $15 or between $15 and $20, then vesting shall be determined by straight line interpolation within the applicable tranche. If Mr. Cunningham’s employment is terminated by the Company without cause or he resigns for good reason, he will receive continued payment of his base salary for 12 months, payment of an amount equal to his annual target bonus for the year of termination, acceleration of any of the unvested portion of the Time-Based RSUs that would have vested during the 12-month severance period, and subsidized health benefits during such severance period. If Mr. Cunningham’s employment is terminated by the Company without cause or he resigns for good reason in connection with a change-in-control, Mr. Cunningham’s base salary continuation will last for 24 months, all of his outstanding but unvested equity awards subject to time-based vesting will become fully vested, and his outstanding but unvested Performance-Based RSUs will remain eligible for vesting in connection with such change-in-control.

  29. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  30. Summary Compensation Table

    Summary Compensation Table The following table shows the total compensation paid or accrued during the fiscal years ended December 31, 2025, 2024 and 2023 to our named executive officers.

  31. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Masoud Toloue, Ph.D. Former President and Chief Executive Officer | 2025 | 670,950 | | 1,170,000 | 2,729,998 | 674,172 | 5,625 | 5,250,745 | | | 2024 | 642,848 | — | 1,559,989 | 3,639,998 | 585,000 | 5,192 | 6,433,027 | | | 2023 | 615,385 | — | 1,647,658 | 2,352,331 | 810,000 | 9,900 | 5,435,274 | | Vandana Sriram(6) Chief Financial Officer and Treasurer | 2025 | 462,252 | | 427,502 | 997,500 | 309,225 | 15,750 | 2,212,229 | | | 2024 | 446,222 | — | 569,993 | 1,329,999 | 255,784 | 15,525 | 2,617,523 | | | 2023 | 144,083 | — | 307,016 | 492,989 | 151,511 | 3,554 | 1,099,153 | | William P. Donnelly(7) Former Executive Chair | 2025 | 19,321 | — | 80,001 | 408,110 | | 89,410 | 596,842 |

  32. Summary Compensation Table

    (1) Included in 2023 salary is $21,154 received by Dr. Toloue as a cash payout for accrued vacation time as we transitioned to an unaccrued, unlimited time-off policy in 2023. (2) These amounts represent the aggregate grant date fair value for RSUs granted during such fiscal year determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). (3) These amounts represent the aggregate grant date fair value for option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value for the option awards may be found in Note 12 to our consolidated financial statements for the year ended December 31, 2025 included in our 2025 Annual Report. (4) These amounts represent: (i) for 2025, cash amounts paid in 2026 for services in 2025 under the Company’s 2025 Annual Cash Incentive Bonus Program, (ii) for 2024, cash amounts paid in 2025 for services in 2024 under the Company’s 2024 Annual Cash Incentive Bonus Program and (iii) for 2023, cash amounts paid in 2024 for services in 2023 under the Company’s 2023 Annual Cash Incentive Bonus Program. (5) The amounts represent the dollar value of matching contributions under our qualified 401(k) plan. (6) Ms. Sriram joined Quanterix on August 21, 2023 as Chief Financial Officer. Mr. Donnelly was appointed Executive Chair on November 20, 2025 and resigned on January 19, 2026. Included in the stock awards column for Mr. Donnelly are RSUs granted for his services as a non-employee director. Included in the option awards column for Mr. Donnelly are options with a grant date fair value of $288,109 for his services as Executive Chairman and options with a grant date fair value of $120,001 for his services as a non-employee director. All other compensation includes $89,410 for services provided as a non employee director received in cash or paid in shares, per his election under the Non-Employee Director Compensation Policy.

  33. 2025 Fiscal Year Grants of Plan-Based Awards

    2025 Fiscal Year Grants of Plan-Based Awards The following table shows information regarding grants of non-equity incentive plan awards and grants of equity awards that we made during the fiscal year ended December 31, 2025, to each of Quanterix’s named executive officers.

  34. 2025 Fiscal Year Grants of Plan-Based Awards

    | Names (a) | Grant Date (b) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) (i) | All Other Option Awards: Number of Securities Underlying Options (#)(3) (j) | Exercise or Base Price of Option Awards ($/sh) (k) | Grant Date Fair Value of Stock and Option Awards ($)(4) (l) | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | | | | | | Masoud Toloue, Ph.D. Former President and CEO | — | — | 675,000 | 1,113,750 | — | — | — | — | | | 2/4/25 | — | — | — | 138,790 | — | — | 1,170,000 | | | 2/4/25 | — | — | — | — | 454,641 | 8.43 | 2,729,998 | | Vandana Sriram CFO and Treasurer | — | — | 325,500 | 537,075 | — | — | — | — | | | 2/4/25 | — | — | — | 50,712 | — | — | 427,502 | | | 2/4/25 | — | — | — | — | 166,119 | 8.43 | 997,500 | | William P. Donnelly(5) Former Executive Chair | | | | | | | | | | | 1/2/25 | | | | 7,435 | | — | 80,001 | | | 1/2/25 | | | | | 15,821 | 10.76 | 120,001 | | | 11/20/25 | — | — | — | — | 70,091 | 5.91 | 288,109 |

  35. 2025 Fiscal Year Grants of Plan-Based Awards

    (1) Reflects potential payouts under our 2025 Annual Cash Incentive Bonus Program. Amounts are based on individual performance factors with a range from 0.0x to 1.1x and a corporate performance factor with a range from 0.5x to 1.5x. (2) For RSUs granted to Dr. Toloue and Ms. Sriram, awards vest as to 25% on the first anniversary of the grant date, with the remaining 75% vesting in 36 equal monthly installments thereafter. For RSUs granted to Mr. Donnelly, awards vest after one year. (3) Dr. Toloue and Ms. Sriram’s non-qualified options vest as to 25% on the first anniversary of the grant date, with the remaining 75% vesting in 36 equal monthly installments thereafter. Mr. Donnelly’s non-qualified stock options granted for his service as a non-employee director vest after one year and those granted to him upon his appointment as Executive Chair vest over a two-year period in 24 equal installments. (4) These amounts represent the aggregate grant date fair value for RSUs and option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value for the option awards is included in the notes to our consolidated financial statements, included in the Company’s 2025 Annual Report. Mr. Donnelly did not participate in any non-equity incentive plans. On January 2, 2025, 7,435 RSUs and an option to purchase 15,821 shares of our Common Stock were awarded to Mr. Donnelly for his service as a non-employee director. On November 20, 2025, an option to purchase 70,091 shares of our Common Stock was awarded to Mr. Donnelly for his service as Executive Chair.

  36. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2025, including both awards subject to performance conditions and non-performance-based awards, for each of our named executive officers.

  37. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards(1) | | | | Stock Awards(1) | | | | | Names | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Number of Shares or Units or Other Rights That Have Not Vested ($) | | Masoud Toloue, Ph.D Former President and Chief Executive Officer | 79,969(3) | 5,343(3) | 24.40 | 4/25/2032 | — | — | — | — | | | — | — | — | — | 2,309(3) | 14,685 | — | — | | | 183,742(4) | 75,674(4) | 14.82 | 2/2/2033 | — | — | — | — | | | — | — | — | — | 32,432(4) | 206,268 | — | — | | | 104,155(5) | 123,107(5) | 23.10 | 2/2/2034 | — | — | — | — | | | — | — | — | — | 36,589(5) | 232,706 | — | — | | | — | 454,641(6) | 8.43 | 2/4/2035 | — | — | | | | | — | — | — | — | 138,790(6) | 882,704 | | | | Vandana Sriram Chief Financial Officer and Treasurer | 17,171(7) | 12,284(7) | 24.32 | 8/21/2033 | — | — | — | — | | | — | — | — | — | 5,260(7) | 33,454 | — | — | | | 38,049(8) | 44,989(8) | 23.10 | 2/2/2034 | — | — | — | — | | | — | — | — | — | 13,367(8) | 85,014 | — | — | | | — | 166,119(9) | 8.43 | 2/4/2035 | — | — | — | — | | | — | — | — | — | 50,712(9) | 322,528 | | | | William P. Donnelly Former Executive Chair | 9,949(10) | 2,407(10) | 23.90 | 8/16/2033 | — | — | | | | | — | — | — | — | 2,802(10) | 17,821 | | | | | 6,412(11) | — | 27.15 | 1/2/2034 | | | | | | | 15,821(12) | — | 10.76 | 1/2/2035 | | | | | | | 2,921(13) | 67,170(11) | 5.91 | 11/20/2035 | | | | |

  38. Outstanding Equity Awards at 2025 Fiscal Year-End

    Each of the outstanding equity awards in this table was granted pursuant to the 2017 Plan. All equity awards granted to Dr. Toloue and Ms. Sriram vest subject to continued service of the officer, as to 25% of the underlying shares on the first anniversary of the grant date and as to the remaining 75% in 36 equal installments monthly thereafter. The equity awards granted to Mr. Donnelly vest, subject to his continued service: as to stock option granted on August 17, 2023, one-third of the underlying shares on the first anniversary of the grant date and the remaining two-thirds in 24 equal installments monthly thereafter; as to RSUs granted on August 17, 2023, in three equally installments on the first second and third anniversaries of the grant date; as to stock option and RSUs granted on January 2, 2025, on December 31, 2025; and as to stock options granted on November 20, 2025, over a two-year period in 24 equal installments. The market value of the stock awards is determined by multiplying the number of shares by $6.63, the closing price of our Common Stock on Nasdaq on December 31, 2025, the last trading day of our fiscal year. (3) On April 25, 2022, Dr. Toloue was granted (i) an option to purchase 85,312 shares of our Common Stock and (ii) 36,562 RSUs. (4) On February 2, 2023, Dr. Toloue was granted (i) an option to purchase 259,416 shares of our Common Stock and (ii) 111,178 RSUs. (5) On February 2, 2024, Dr. Toloue was granted (i) an option to purchase 227,262 shares of our Common Stock and (ii) 67,532 RSUs. (6) On February 4, 2025, Dr. Toloue was granted (i) an option to purchase 454,641 shares of our Common Stock and (ii) 138,790 RSUs. (7) On August 21, 2023, Ms. Sriram was granted (i) an option to purchase 29,455 shares of our Common Stock and (ii) 12,624 RSUs. (8) On February 2, 2024, Ms. Sriram was granted (i) an option to purchase 83,038 shares of our Common Stock and (ii) 24,675 RSUs. (9) On February 2, 2025, Ms. Sriram was granted (i) an option to purchase 166,119 shares of our Common Stock and (ii) 50,712 RSUs. (10) On August 17, 2023, Mr. Donnelly, as a non-employee director, was granted (i) an option to purchase 12,356 shares of our Common Stock and (ii) 8,238 RSUs. (11) On January 2, 2024, Mr. Donnelly, as a non-employee director, was granted an option to purchase 6,412 shares of our Common Stock. (12) On January 2, 2025, Mr. Donnelly, as a non-employee director, was granted an option to purchase 15,821 shares of our Common Stock. (13) On November 20, 2025, Mr. Donnelly was granted an option to purchase 70,091 shares of our Common Stock for his service as Executive Chairman.

  39. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table shows information regarding exercises of options to purchase our Common Stock and vesting of RSUs held by each of our named executive officers named in the Summary Compensation Table during the fiscal year ended December 31, 2025.

  40. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Masoud Toloue, Ph.D. | — | — | 67,877 | 463,362 | | Vandana Sriram | — | — | 14,464 | 105,311 | | William P. Donnelly(3) | — | — | 10,153 | 59,708 |

  41. Option Exercises and Stock Vested in 2025

    (1) Consists of RSUs. (2) The value realized represents the number of RSUs vested multiplied by the closing price of our Common Stock on the date of vesting. Amounts shown in this column do not necessarily represent actual value realized from the sale of the shares acquired upon vesting of RSUs because in many cases the shares are not sold upon vesting but continue to be held by the executive officer. (3) Represents RSUs granted to Mr. Donnelly for his service as a non-employee director.

  42. Pension Benefits

    Pension Benefits We do not have any qualified or non-qualified defined benefit plans.

  43. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plans.

  44. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control We have entered into employment agreements with our named executive officers. These agreements generally establish the named executive officer’s base salary (subject to adjustment), eligibility to participate in the incentive bonus plan, eligibility for annual long-term incentive equity awards and standard employee benefits. These agreements, other than with respect to Mr. Donnelly, also provide for certain severance payments and benefits in connection with the named executive officer’s termination of employment under various circumstances, subject, in each case, to the officer’s execution of a general release of claims, in a form acceptable to us, and compliance with certain restrictive covenants. The material terms and conditions of these agreements are summarized above under “Employment Agreements with the Current Named Executive Officers”. Mr. Donnelly’s employment agreement did not provide for any benefits payable upon termination of employment, and, therefore, he is not included in the table below.

  45. Payments upon a Triggering Event

    | Name | Base Salary ($) | Lump Sum Bonus Payments ($) | Continuation of Group Health Plan Benefits ($) | Value of Equity Awards ($) | Total ($) | | Masoud Toloue, Ph.D. | 675,000 | 675,000 | 31,109 | — | 1,381,109 | | Vandana Sriram | 232,500 | 325,500 | — | — | 558,000 |

  46. Payments upon a Triggering Event

    | Name | Base Salary ($) | Lump Sum Bonus Payments ($) | Continuation of Group Health Plan Benefits ($) | Value of Equity Awards ($)(1) | Total ($) | | Masoud Toloue, Ph.D. | 1,350,000 | 675,000 | 32,922 | 1,336,363 | 3,394,285 | | Vandana Sriram | 465,000 | 325,500 | — | 440,996 | 1,231,496 |

  47. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation of our “median” employee to the annual total compensation of our former Chief Executive Officer, Masoud Toloue, Ph.D., for 2025. For 2025, we have used the same median employee who was identified for 2023 and 2024 since there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. See our 2024 proxy statement for information regarding the process we utilized to identify our “median employee.” We collected annual total compensation data for our median employee for 2025 using the same methodology we used for our named executive officers as disclosed in the Summary Compensation Table above. The annual total compensation of our median employee for 2025 was $116,868, and our former CEO’s total compensation as reported in the Summary Compensation Table was $5,250,745, resulting in a ratio of approximately 1:44. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. Given that companies may use a range of methodologies to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  48. Pay versus Performance Disclosure

    Pay versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, Quanterix is providing information about the relationship between the compensation of Quanterix’s former principal executive officers (“PEOs”) and other named executive officers and certain Company financial performance measures. The dollar amounts reported below representing “compensation actually paid” have been calculated in accordance with the requirements of Item 402(v) of Regulation S-K. These figures do not reflect the actual amounts of compensation paid to the officers identified during such fiscal years and are based on equity valuation assumptions required by the SEC, which may not reflect actual amounts realized or realizable at vesting or exercise, as applicable.

  49. Pay versus Performance Disclosure

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for E. Kevin Hrusovsky(1) ($) | Summary Compensation Table Total for Masoud Toloue, Ph.D.(2) ($) | Compensation Actually Paid to E. Kevin Hrusovsky(1)(3) ($) | Actually Paid to Masoud Toloue, Ph.D.(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4)(5) ($) | Total Share- holder Return ($) | Peer Group Total Share- holder Return(6) ($) | Net Income (Loss) ($ in millions) | | Revenues ($ in millions) | | 2025 | n/a | 5,250,745 | n/a | 1,312,200 | 1,403,916 | 2,807,833 | 13.68 | 124.75 | ($ | 107.2) | 138.9 | | 2024 | n/a | 6,433,027 | n/a | 1,346,679 | 2,617,523 | 1,200,871 | 22.86 | 93.49 | | (38.5) | 137.4 | | 2023 | n/a | 5,435,274 | n/a | 10,859,697 | 1,611,175 | 3,072,778 | 58.80 | 94.03 | | (28.4)* | 122.4 | | 2022 | 1,921,523 | 2,957,026 | (3,807,926) | 1,699,747 | 1,210,719 | (470,362) | 29.78 | 89.90 | | (99.6)* | 105.5 | | 2021 | 4,208,194 | n/a | 7,594,456 | n/a | 1,495,417 | 217,434 | 91.18 | 100.02 | | (55.5)* | 110.6 |

  50. Pay versus Performance Disclosure

    * As restated. (1) Mr. Hrusovsky served as Chief Executive Officer until April 25, 2022 and as Executive Chairman from April 25, 2022 until August 8, 2022. (2) Dr. Toloue became President and Chief Executive Officer on April 25, 2022. The following adjustments were made to the designated PEO’s compensation to calculate the amounts shown as “compensation actually paid” for the periods indicated:

  51. Pay versus Performance Disclosure

    | Year | PEO Name | Summary Compensation Table Total ($) | Less Grant Date Fair Value of Equity Awards Granted during Applicable Year ($) | Plus Year-end Fair Value of Equity Awards Granted during Applicable Year ($) | Plus Change in Fair Value as of Year- end of any Prior Year Awards that Remain Unvested as of Year-End ($) | Plus Change in Fair Value as of the Vesting Date of any Prior Year Awards that Vest during Applicable Year ($) | Less Prior Year- end Fair Value of Awards Granted in Prior Year that Failed to Meet Vesting Conditions during Applicable Year ($) | Total Equity Value Reflected in Compensation Actually Paid Calculation ($) | | 2025 | Masoud Toloue, Ph.D. | 5,250,745 | 3,899,998 | 2,902,256 | (2,050,826) | 1,734,724 | — | (3,938,545) | | 2024 | Masoud Toloue, Ph.D. | 6,433,027 | 5,199,987 | 2,420,861 | (1,990,327) | (316,895) | — | (5,086,348) | | 2023 | Masoud Toloue, Ph.D. | 5,435,274 | 3,999,989 | 7,923,070 | 1,250,477 | 250,865 | — | 5,424,423 | | 2022 | Masoud Toloue, Ph.D. | 2,957,026 | 1,999,996 | 1,234,526 | (323,502) | (168,307) | — | (1,257,279) | | 2022 | E. Kevin Hrusovsky | 1,921,523 | 1,400,007 | 864,173 | — | (372,494) | 4,821,121 | (5,729,449) | | 2021 | E. Kevin Hrusovsky | 4,208,194 | 3,008,520 | 1,726,302 | 50,554 | 4,617,926 | — | 3,386,262 |

  52. Pay versus Performance Disclosure

    The dollar amounts represent the average of the amounts reported for the following named executive officers as a group (excluding Quanterix’s PEOs):

  53. Pay versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Masoud Toloue, Ph.D. | Michael Doyle | Michael Doyle | Vandana Sriram | Vandana Sriram | | Michael Doyle | John Fry | Vandana Sriram | | William P. Donnelly | | Amol Chaubal | Mark Roskey, Ph.D. | | | | | John Fry | | | | | | William Geist | | | | | | Dawn Mattoon | | | | | | Shawn Stetson | | | | |

  54. Pay versus Performance Disclosure

    (5) The following adjustments were made to calculate the amounts shown as “average compensation actually paid” for the periods indicated:

  55. Pay versus Performance Disclosure

    | Year | NEO Names | Summary Compensation Table Total (Average) ($) | Less Grant Date Fair Value of Equity Awards Granted during Applicable Year (Average) ($) | Plus Year- end Fair Value of Equity Awards Granted during Applicable Year (Average) ($) | Plus Change in Fair Value as of Year- end of any Prior Year Awards that Remain Unvested as of Year-End (Average) ($) | Plus Change in Fair Value as of the Vesting Date of any Prior Year Awards that Vest during Applicable Year (Average) ($) | Less Prior Year-end Fair Value of Awards Granted in Prior Year that Failed to Meet Vesting Conditions during Applicable Year (Average) ($) | Total Equity Value Reflected in Average Compensation Actually Paid Calculation ($) | | 2025 | See footnote (4) | 1,403,916 | 1,913,112 | 1,358,816 | (492,233) | 649,323 | — | (1,073,606) | | 2024 | See footnote (4) | 2,617,523 | 1,899,992 | 884,543 | (226,263) | (174,940) | — | (1,416,652) | | 2023 | See footnote (4) | 1,611,175 | 1,150,002 | 1,935,392 | 589,183 | 87,031 | — | 1,461,603 | | 2022 | See footnote (4) | 1,210,719 | 761,790 | 375,346 | (118,480) | (132,737) | 1,043,421 | (1,681,081) | | 2021 | See footnote (4) | 1,495,417 | 995,666 | 504,941 | 3,663 | 357,701 | 1,148,621 | (1,277,982) |

  56. Pay versus Performance Disclosure

    (6) The peer group used is the NASDAQ Biotechnology Index, our peer group used for purposes of Item 201(e) of Regulation S-K.

  57. Comparison of “Compensation Actually Paid” to our Total Shareholder Return (“TSR”)

    Comparison of “Compensation Actually Paid” to our Total Shareholder Return (“TSR”) Our TSR was $91.8, $29.78, $58.80, $22.86, and $13.68 for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025, respectively. Mr. Hrusovsky’s “compensation actually paid” was $7.6 million and $(3.8) million for the fiscal years ended December 31, 2021, and 2022, respectively, and Dr. Toloue’s “compensation actually paid” was $1.7 million, $10.9 million, $1.3 million and $1.3 million for the fiscal years ended December 31, 2022, 2023, 2024, and 2025, respectively. The average “compensation actually paid” to our other named executive officers was $0.2 million, $(0.5) million, $3.1 million, $1.2 million, and $2.8 million for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, respectively. Our TSR decreased from December 31, 2021 to 2022, increased from December 2022 to December 2023 and decreased from December 31, 2023 through December 2025. The “compensation actually paid” to our principal executive officers decreased between 2021 and 2022, increased significantly in 2023, decreased significantly from 2023 to 2024, and decreased in 2025. The average “compensation actually paid” to our other named executive officers decreased between 2021 and 2022, increased significantly in 2023, decreased significantly from 2023 to 2024, and increased in 202.5

  58. Comparison of “Compensation Actually Paid” to Net Income (Loss)

    Comparison of “Compensation Actually Paid” to Net Income (Loss) Our net loss was approximately $55.5 million in 2021, $99.6 million in 2022, $28.4 million in 2023, $38.5 million in 2024, and $107.2 million in 2025. Mr. Hrusovsky’s “compensation actually paid” was $7.6 million and $(3.8) million for the fiscal years ended December 31, 2021 and 2022, respectively, and Dr. Toloue’s “compensation actually paid” was $1.7 million, $10.9 million, $1.3 million, and $1.3 million for the fiscal years ended December 31, 2022, 2023, 2024 and 2025, respectively. The average “compensation actually paid” to our other named executive officers was $0.2 million, $(0.5) million, $3.1 million, $1.2 million and $2.8 million for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, respectively. Our net loss increased over the first two years reported, decreased significantly for the third year reported and increased again in both 2024 and 2025, and the “compensation actually paid” to our principal executive officers decreased between 2021 and 2022, increased in 2023, decreased significantly from 2023 to 2024, and decreased slightly in 2025. The average “compensation actually paid” to our other named executive officers decreased between 2021 and 2022, increased significantly in 2023, decreased significantly from 2023 to 2024, and increased in 2025.

  59. Comparison of “Compensation Actually Paid” to Company-Selected Measure (Revenues)

    Comparison of “Compensation Actually Paid” to Company-Selected Measure (Revenues) Our revenues were approximately $110.6 million in 2021, $105.5 million in 2022, $122.4 million in 2023, $137.4 million in 2024 and $138.9 million in 2025. Mr. Hrusovsky’s “compensation actually paid” was $7.6 million and $(3.8) million for the fiscal years ended December 31, 2021, and 2022, respectively, and Dr. Toloue’s “compensation actually paid” was $1.7 million, $10.9 million, $1.3 million and $1.3 million for the fiscal years ended December 31, 2022, 2023, 2024 and 2025, respectively. The average “compensation actually paid” to our other named executive officers was $0.2 million, $(0.5) million, $3.1 million, $1.2 and $2.8 million for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, respectively. Our revenues decreased 5% from 2021 to 2022, increased by 16% from 2022 to 2023, increased by 12% from 2023 to 2024 and increased by 1% from 2024 to 2025, and “compensation actually paid” to our principal executive officers decreased between 2021 and 2022, significantly increased in 2023, decreased significantly from 2023 to 2024 and decreased slightly in 2025. The average “compensation actually paid” to our other named executive officers decreased between 2021 and 2022, increased significantly in 2023, decreased significantly from 2023 to 2024, and increased in 2025.

  60. Director Compensation

    Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2025 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our Board. Mr. Donnelly served as non-employee Chair of our Board from January 1, 2025 to November 20, 2025, when he was appointed Executive Chair. All compensation paid to Mr. Donnelly during 2025, including for his service as non-employee Chair of the Board, is shown in the Summary Compensation Table. As a result, Mr. Donnelly is not included in the Director Compensation Table.

  61. Director Compensation

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(10) | Option Awards ($)(10) | All Other Compensation ($) | Total ($) | | Jeffrey T. Elliott | 75,368 | 80,001 | 120,001 | — | 275,370 | | Karen A. Flynn | 70,000 | 80,001 | 120,001 | — | 270,001 | | Garret M. Hampton, Ph.D.(1) | 7,704 | 276,157 | — | — | 283,860 | | Sarah E. Hlavinka(2)(5) | 36,332 | 80,001 | 120,001 | — | 236,333 | | Myla Lai-Goldman, M.D.(3)(5) | 12,850 | 159,995 | 239,998 | — | 412,842 | | Martin D. Madaus, Ph.D(4) | 43,986 | 80,001 | 120,001 | — | 243,988 | | Ivana Magovčević-Liebisch, Ph.D., J.D. | 61,216 | 80,001 | 120,001 | — | 261,217 | | Paul M. Meister(5)(6) | 54,680 | 80,001 | 120,001 | — | 254,681 | | Scott Mendel(5)(7) | 25,190 | 159,995 | 239,998 | — | 425,183 | | Alan Sachs, M.D., Ph.D.(8) | 6,563 | 276,157 | — | — | 282,719 | | David R. Walt, Ph.D.(9) | 50,937 | 80,001 | 120,001 | — | 250,939 |

  62. Director Compensation

    (1) Dr. Hampton was appointed to our Board, effective November 20, 2025. (2) Ms. Hlavinka resigned from our Board, effective July 8, 2025. (3) Dr. Lai-Goldman was appointed to our Board, effective July 8, 2025. (4) Dr. Madaus resigned from our Board, effective July 8, 2025. (5) Ms. Hlavinka, Dr. Lai-Goldman, Mr. Meister, and Mr. Mendel elected to receive these fees in the form of our Common Stock in lieu of cash in accordance with our Non-Employee Director Compensation Policy. See the section titled “Non-Employee Director Compensation Policy” below. (6) Mr. Meister resigned from our Board, effective November 20, 2025. (7) Mr. Mendel was appointed to our Board, effective July 8, 2025. (8) Dr. Sachs was appointed to our Board, effective November 20, 2025. (9) Dr. Walt resigned from our Board, effective November 20, 2025. (10) These amounts represent the aggregate grant date fair value for RSUs and option awards granted to each director in the fiscal year ended December 31, 2025, computed in accordance with FASB ASC Topic 718. For Drs. Hampton, Lai-Goldman and Sachs and Mr. Mendel the amounts represent an equity award with an aggregate value of $400,000 upon their appointment to the Board, and for the other directors, the amounts represent their annual equity award with an aggregate value of $200,000. A discussion of the assumptions used in determining grant date fair value for the option awards is included in the notes to our consolidated financial statements in the 2025 Annual Report. The following table shows the aggregate number of stock options held by each of our non-employee directors as of December 31, 2025:

  63. Director Compensation

    | Name | Aggregate Number of Shares Subject to Stock Options | | Jeffrey T. Elliott | 41,729 | | Karen A. Flynn | 54,198 | | Garret M. Hampton, Ph.D. | — | | Sarah E. Hlavinka | — | | Myla Lai-Goldman, M.D. | 50,758 | | Martin D. Madaus, Ph.D. | — |

  64. Director Compensation

    | Name | Aggregate Number of Shares Subject to Stock Options | | Ivana Magovčević-Liebisch, Ph.D., J.D. | 43,510 | | Paul M. Meister(1) | 54,138 | | Scott Mendel | 50,758 | | Alan Sachs, M.D., Ph.D. | — | | David R. Walt, Ph.D..(1) | 69,959 |

  65. Director Compensation

    These awards remained outstanding and exercisable as of December 31, 2025, as the Board member had not yet reached the 90-day post-termination period; they have since been forfeited.

  66. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee director compensation policy (the “Policy”) effective for 2025 provided for: (A) the annual payment of $50,000 to each of our non-employee directors, or $95,000 in the case of the Chair or Lead Director of the Board; (B) $10,000 to each member of our Audit Committee, or $20,000 in the case of the chairperson of the committee; (C) $7,500 to each member of our Compensation Committee, or $15,000 in the case of the chairperson of the committee; and (D) $5,000 to each member of our Nominating Committee, or $10,000 in the case of the chairperson of the committee; in each case quarterly in arrears. Each non-employee director may elect to receive these payments in the form of our Common Stock in lieu of cash. For 2025, the Policy provided that each non-employee director be granted, on the first trading day of each fiscal year, an annual equity award (an “Annual Non-Employee Director Equity Award”) valued at $200,000, rounded to the nearest whole share. This equity award is comprised of (A) 60% non-qualified stock options to purchase our Common Stock at an exercise price equal to the fair market value as of such grant date and (B) 40% RSUs. The number of options is determined using our standard Black-Scholes valuation methodology. The number of RSUs is determined by dividing total value of the RSUs by the fair market value of our Common Stock on such grant date. The annual stock options and RSUs vest in full on December 31 of the year in which such awards were granted, provided that the non-employee director is still a director on the applicable vesting date. In addition, under the Policy for 2025, each new non-employee director received an award (an “Initial Non-Director Equity Award”) valued at $400,000 upon his or her initial election or appointment. The award is comprised of (A) 60% non-qualified stock options to purchase our Common Stock at an exercise price equal to the fair market value of our Common Stock as of such grant date and (B) 40% RSUs. The number of options is determined using our standard Black-Scholes valuation methodology. The number of RSUs is determined by dividing total value of the RSUs by the fair market value of our Common Stock on such grant date. The initial stock options vest over three years from the date of grant, with one-third vesting on the first anniversary of the applicable grant date and the remainder vesting over the following two years in 24 successive equal monthly installments at the end of each month until the third anniversary of such grant date, provided that the non-employee director is still a director on the applicable vesting date. The RSUs granted to each new non-employee director vest over a three- year period, with one-third vesting on each of the first, second and third anniversaries of the applicable grant date, provided that the non-employee director is still a director on the applicable vesting date. Effective November 20, 2025, the Policy was amended to provide for the annual payment of $80,000 to the Lead Director of the Board. Additionally, the Policy was amended to change the equity type and manner for determining the size of Annual Non-Employee Director Equity Awards and Initial Non-Employee Director Equity Awards. Annual Non-Employee Director Equity Awards now are comprised of RSUs covering a number of shares of Common Stock equivalent to 0.05% of the outstanding shares of Common Stock as of the date of grant and vest in full on the first anniversary of the grant date, provided that the non-employee director is still a director on the applicable vesting date. Initial Non-Employee Director Equity Awards now are comprised of RSUs covering a number of shares of Common Stock equivalent to 0.10% of the outstanding shares of Common Stock as of the date of grant and vest over a three-year period, with one-third vesting on each of the first, second and third anniversaries of the grant date, provided that the non-employee director is still a director on the applicable vesting date. All other terms of the Policy remain unchanged. We reimburse in full each non-employee director for all reasonable out-of-pocket expenses incurred in attending meetings of our Board and its committees. Directors may be reimbursed for travel, food, lodging and other expenses directly related to their service as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our Charter and Bylaws.