DEF 14A of Century Therapeutics, Inc., Apr 27, 2026

DEF 14A of Century Therapeutics, Inc.

Filed Apr 27, 2026 · FY20250001104659-26-049489

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A. as Class II directors, each to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders. The number of members of our Board of Directors, or the Board, is currently set at seven members and is divided into three classes, each of which has a three-year term. Class I consists of one director, Class II consists of three directors and Class III consists of three directors. In connection with our nomination process for the Annual Meeting, our Board has determined not to appoint Mr. Walbert to stand for re-election and his term on the Board, including his service on the Compensation Committee which he serves, will end effective as of the date of the Annual Meeting. As such, the Board will consist of six members and Class II will consist of two directors effective as of the date of the Annual Meeting. The Board’s decision does not reflect any concerns regarding Mr. Walbert’s performance or qualifications. We extend our gratitude and appreciation for Mr. Walbert for his service and contributions to us and our Board. The term of office of our Class II directors expires at the Annual Meeting. We are nominating Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A. for election at our Annual Meeting to serve until the 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes properly cast by our stockholders at the Annual Meeting. The two nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  3. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

  4. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    | ALESSANDRO RIVA, M.D. | | Key Skills: Global Leadership Positions, Industry Knowledge and Experience | | Age: 65 Director Since: 2021 | Committee Memberships: Audit, Compensation | Other Public Directorships: BeOne Medicines; Bicycle Therapeutics, PLC | | Dr. Riva has been a member of our Board since May 2021. Dr. Riva has served as Chief Executive Officer of Transgene S.A., or Transgene, since May 2023, and Chairman of the Board of Directors of Transgene since May 2022. Dr. Riva has served as a non-executive director of Bicycle Therapeutics, Inc. since April 2025. Dr. Riva has served as a non-executive independent director of BeOne Medicines, a biotechnology company specialized in oncology therapeutics, since February 2022. Dr. Riva previously served as Chief Executive Officer of Intima Bioscience, Inc., or Intima, a privately held biotechnology company focused on oncology cell therapy and therapeutics, from September 2021 until April 2023. Prior to Intima, Dr. Riva served as the Chief Executive Officer of Ichnos Sciences, Inc., a biotechnology company focusing on oncology therapies from April 2019 until August 2021. Previously, Dr. Riva was the Executive Vice President and Global Head, Oncology Therapeutics and Cell Therapy at Gilead Sciences, Inc., or Gilead, a biotechnology company, from January 2017 to March 2019. Prior to Gilead, Dr. Riva served as the Executive Vice President and Global Head, Oncology Development and Medical Affairs at Novartis AG, a position he held from January 2005 until December 2016. Dr. Riva received his B.M.B.S. and M.D. in Oncology/Hematology from Università degli Studi di Milano. | | | | Skills & Qualifications: We believe that Dr. Riva is qualified to serve on our Board due to his extensive management experience at biotechnology companies. | | |

  5. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    | HAN LEE, PH.D., M.B.A. | | Key Skills: Industry Knowledge and Experience | | Age: 45 Director Since: 2025 | Committee Memberships: Compensation, Audit | Other Public Directorships: None | | Dr. Lee has been a member of our Board since December 2025. He is currently the Co-Chief Executive Officer of Vibrant Therapeutics, or Vibrant, a position he has held since January 2026. Prior to Vibrant, he served as President and Chief Financial Officer of ImmPACT Bio, Inc., or ImmPACT, a privately-owned clinical-stage biotechnology company, from October 2023 until January 2025. Prior to ImmPACT, Dr. Lee served as Chief Financial Officer of Neogene Therapeutics, Inc., or Neogene, a private clinical-stage biotechnology company, from August 2021 to August 2023. Prior to Neogene, Dr. Lee served as the Chief Financial Officer of Arcellx, Inc. (NASDAQ: ACLX) from June 2018 to July 2021. Earlier in his career, Dr. Lee served as the Senior Director of Corporate Development and Ventures at AstraZeneca plc from 2014 to 2018. Dr. Lee received a Ph.D. in Genetics and Development from Yale University, an M.B.A. from Yale University and a Bachelor of Arts in Molecular Cell Biology (Genetics Emphasis) and a minor in Chemistry from the University of California, Berkeley. | | | | Skills & Qualifications: We believe that Dr. Lee is qualified to serve on our Board due to his extensive executive-level leadership experience in the biotechnology industry. | | |

  6. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  7. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  8. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | KIMBERLY BLACKWELL, M.D. | | Key Skills: Industry Knowledge and Experience | | Age: 57 Director Since: 2021 | Committee Memberships: Audit, Nominating and Corporate Governance (Chair) | Other Public Directorships: Monte Rosa Therapeutics, Inc. | | Dr. Blackwell has been a member of our Board since May 2021. Dr. Blackwell serves as Chief Development Officer of Nucleus Radiopharma and was Chief Executive Officer of Zentalis Pharmaceuticals, Inc. from May 2022 until November 2024. Dr. Blackwell served as the Chief Medical Officer and Senior Vice President, Clinical Oncology Development at Tempus Labs, Inc., a biotechnology company, from March 2020 until May 2022. Previously, Dr. Blackwell was the Vice President of Early Phase and Immuno-oncology at Eli Lilly and Company, or Eli Lilly, a pharmaceutical company, from March 2018 until March 2020. Prior to Eli Lilly, Dr. Blackwell held positions at Duke Medical Center and Duke Cancer Institute as a Professor in the Department of Medicine from July 1997 until March 2018. Dr. Blackwell has served on the board of directors of Monte Rosa Therapeutics, Inc., a biotechnology company, since June 2020. Previously, Dr. Blackwell served on the board of directors of Zentalis Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, from July 2020 until November 2024. Dr. Blackwell received a B.A. in bioethics from Duke University and her M.D. from the Mayo Clinic Medical School. | | | | Skills & Qualifications: We believe that Dr. Blackwell is qualified to serve on our Board due to her experience on the boards of pharmaceutical companies and her extensive knowledge of the biotechnology and pharmaceutical industries. | | |

  9. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | MARTIN MURPHY, PH.D. | | Key Skills: Industry Knowledge and Experience | | Age: 57 Director Since: 2025 | Committee Memberships: None | Other Public Directorships: None | | Dr. Murphy has been a member of our Board since December 2025. He currently holds various board chair and director positions on several UK-based organizations including Cora Biosciences Limited and Legal & General UK Universities Ventures LP, roles he has held since October 2025 and May 2024, respectively. Previously, Dr. Murphy served as non-executive director and Chair of the Remuneration Committee of Synairgen plc (LSE: SNG) from January 2025 to April 2026 and as co-founder of Syncona Limited and Chief Executive Officer and Investment Committee Chair of Syncona Investment Management Limited, or Syncona, from October 2012 to November 2022. Prior to Syncona, Dr. Murphy served as a Managing Director of MVM Life Science Partners LLP from 2002 to 2012. Dr. Murphy also previously served on the board of Autolus Therapeutics plc from October 2013 to June 2024 and was a member of the Science Committee and Remuneration Committee during his tenure. Earlier in his career, Dr. Murphy was an Investment Manager at 3i Group plc from 2001 to 2002 and an Engagement Manager at McKinsey & Company from 1996 to 1999. Dr. Murphy received a Ph.D. from the University of Cambridge’s Emmanual College, and an M.A. in Biochemistry from the University of Oxford. | | | | Skills & Qualifications: We believe that Dr. Murphy is qualified to serve on our Board due to his investment experience and experience serving on boards of other biopharmaceutical companies. | | |

  10. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | BRENT PFEIFFENBERGER, PHARM.D. (CHAIRMAN) | | Key Skills: Senior Executive Experience and Global Industry Experience | | Age: 48 Director Since: 2023 | Committee Memberships: None | Other Public Directorships: N/A | | Dr. Pfeiffenberger has been a member of our Board as well as our President and Chief Executive Officer, since December 2023. Dr. Pfeiffenberger previously served as Chief Operating Officer of Neogene Therapeutics Inc., a clinical-stage biotechnology company, from May 2021 until December 2023. Prior to this, Dr. Pfeiffenberger held various positions at Bristol-Myers Squibb Company, or Bristol-Myers, a global biopharmaceutical company, including Senior Vice President and Head of U.S. Oncology from October 2019 until May 2021; Co-Lead of Worldwide Commercial Oncology from July 2018 until October 2019; General Manager for Australia and New Zealand from March 2016 until June 2018; and several additional leadership and managerial positions within Bristol-Myers prior to this. Dr. Pfeiffenberger received an M.B.A. from The Wharton School at the University of Pennsylvania and a Pharm.D. from Duquesne University. | | | | Skills & Qualifications: We believe that Dr. Pfeiffenberger’s over 20 years of global biopharmaceutical and biotechnology experience provide him with the qualifications and skills to serve as a director. | | |

  11. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

  12. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | DAPHNE QUIMI | | Key Skills: Investing and Capital Raising, Financial Competency | | Age: 60 Director Since: 2022 | Committee Memberships: Audit (Chair), Nominating and Corporate Governance | Other Public Directorships: Amylyx Pharmaceuticals, Inc. | | Ms. Quimi has been a member of our Board since September 2022. Ms. Quimi served as the Chief Financial Officer of Amicus Therapeutics, Inc., or Amicus, a public biotechnology company, from January 2019, until her retirement in August 2023. Previously she served as Amicus’ Senior Vice President, Finance and Corporate Controller from September 2007 until February 2019. Prior to Amicus, Ms. Quimi served as Director of Consolidations and External Reporting at Bristol-Myers Squibb. Prior to joining Bristol-Myers Squibb, Ms. Quimi also held roles of increasing responsibility in the finance department at Johnson & Johnson Services, Inc., or J&J, from May 1999 until July 2004. Ms. Quimi is currently a member of the board of directors of Amylyx Pharmaceuticals, Inc., a public biopharmaceutical company, where she has served since July 2021. Ms. Quimi has served as a member of the board of directors of Chiesi Group, a global pharmaceutical company, since January 2025. Ms. Quimi received a B.S. in accountancy from Monmouth University and an M.B.A. from the Stern School of Business of New York University. Ms. Quimi is also a certified public accountant in New Jersey. | | | | Skills & Qualifications: We believe that Ms. Quimi is qualified to serve on our Board due to her investment experience, experience in public accounting and financial reporting and knowledge of the biopharmaceutical industry. | | |

  13. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    We are committed to good corporate governance and integrity in our business dealings. We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are key to our relationship with our stockholders. We strive to have regular, constructive conversations with our stockholders to better understand our stockholders’ priorities and perspectives. Our governance practices are documented in our Charter, our Bylaws, our Code of Conduct, our Corporate Governance Guidelines and the charters of the committees of the Board. Aspects of our governance documents are summarized below. You can find our charters for each committee of our Board and our Code of Conduct on our website at investors.centurytx.com/corporate-governance/documents-and-charters.

  14. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT Radford, a subsidiary of Aon Hewitt Limited, serves as our executive compensation consultant. Radford reports directly to the Compensation Committee and provides various executive compensation services to the Compensation Committee, including advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and 1 Mr. Walbert will not stand for re-election at the Annual Meeting. As such, his term as a member of the Compensation Committee will expire at the Annual Meeting. analysis regarding the competitiveness of our program design and our award values in relation to performance. Radford does not provide services to us other than its advice to the Compensation Committee on executive and director compensation matters.

  15. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The material terms of our non-employee director compensation policy in effect in 2025 are summarized in the table below:

  16. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | COMPENSATION ELEMENTS — NON-EMPLOYEE DIRECTOR COMPENSATION POLICY | | | Cash | | | Annual Retainer | | | Member Annual Retainer | $40,000 | | Chairperson Annual Retainer | $30,000 | | Annual Committee Chair Retainer | | | Audit | $15,000 | | Compensation | $10,000 | | Nominating and Corporate Governance | $8,000 | | Annual Committee Member Retainer | | | Audit | $7,500 | | Compensation | $5,000 | | Nominating and Corporate Governance | $4,000 | | Equity | | | Initial Equity Grant | Option to purchase 88,000 shares of common stock, made to directors at the commencement of their director service, vesting monthly over a period of 36 months, subject generally to continued service with us. | | Annual Equity Retainer | Option to purchase 44,000 shares of common stock, vesting in full on the sooner of the first anniversary of the date of grant or the next annual shareholder meeting, subject generally to continued service with us. |

  17. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    We will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board of Directors and committees thereof. In February 2026, we amended our non-employee director compensation policy to increase the initial equity grant to 148,000 options and the annual equity retainer to 74,000 options. Each annual cash retainer is paid quarterly in arrears. All equity awards granted under the non-employee director compensation policy will be granted under, and subject to the terms of, the Company’s 2021 Equity Incentive Plan, or the 2021 Plan.

  18. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table below sets forth information for the fiscal year ended December 31, 2025, regarding the compensation of our non-employee directors. Brent Pfeiffenberger, Pharm.D., our President and Chief Executive Officer, served as the chairman of our Board of Directors and received no additional compensation for his service as a member of our Board and, consequently, is not included in this table. The compensation received by Dr. Pfeiffenberger during 2025 is set forth in the section of this proxy statement captioned “Executive Compensation — 2025 Summary Compensation Table.”

  19. DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH ($) | OPTION AWARDS ($)(1) | TOTAL ($) | | Kimberly Blackwell, M.D.(2) | 53,000 | 18,052 | 71,052 | | Cynthia Butitta(3) | 32,813 | 18,052 | 50,865 | | Joseph Jimenez(4) | 51,875 | 18,052 | 60,927 | | Han Lee, Ph.D., M.B.A.(5) | 3,281 | 36,960 | 40,241 | | Martin Murphy, Ph.D.(5) | 3,375 | 36,960 | 40,335 | | Daphne Quimi(2) | 59,000 | 18,052 | 77,052 | | Alessandro Riva, M.D.(2) | 49,375 | 18,052 | 67,427 | | Carlo Rizzuto, Ph.D.(6) | 54,000 | 18,052 | 72,052 | | Timothy P. Walbert(2) | 45,000 | 18,052 | 63,052 |

  20. DIRECTOR COMPENSATION TABLE

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted in 2025 determined in accordance with the provisions of Financial Accounting Standards Board Accounting Standards, Codification Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 2 of the Notes to Consolidated Financial Statements included in our 2025 Annual Report. (2) As of December 31, 2025, Dr. Riva and Dr. Blackwell each held options to purchase 271,227 shares of our common stock; and Mr. Walbert and Ms. Quimi each held options to purchase 171,744 shares of our common stock. (3) As of December 31, 2025, Ms. Butitta held options to purchase 127,744 shares of our common stock. Ms. Butitta resigned from the Board, effective August 14, 2025. In connection with Ms. Butitta’s departure from the Board, the Board approved all of her outstanding vested option awards, held as of August 14, 2025, shall remain exercisable until the original expiration date of such option. (4) As of December 31, 2025, Mr. Jimenez held options to purchase 171,744 shares of our common stock. Mr. Jimenez resigned from the Board, effective August 14, 2025. In connection with Mr. Jimenez’s departure from the Board, we entered into a consulting agreement with Mr. Jimenez, effective August 14, 2025, or the Jimenez Consulting Agreement. Pursuant to the Jimenez Consulting Agreement, Mr. Jimenez provides strategic advice to our Chairman of the Board and as compensation for such services, all of the outstanding option awards of Mr. Jimenez will continue to vest pursuant to their terms for the duration of Mr. Jimenez’s service as an advisor to us under the Jimenez Consulting Agreement. (5) As of December 31, 2025, Dr. Lee and Dr. Murphy each held options to purchase 88,000 shares of our common stock. Drs. Lee and Murphy were appointed to our Board, effective December 9, 2025. As of December 31, 2025, Dr. Rizzuto held options to purchase 191,616 shares of our common stock. Dr. Rizzuto resigned from the Board, effective December 18, 2025. In connection with Dr. Rizzuto’s departure, Dr. Rizzuto agreed to provide consulting services to the Company and in consideration for such consulting services, his June 2025 annual director equity grant became fully vested on March 16, 2026, and all of his outstanding vested option awards, held as of December 18, 2025, shall remain exercisable until the original expiration date of such option.

  21. DIRECTOR COMPENSATION TABLE

    | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  22. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our 2025 NEOs during the fiscal years ended December 31, 2025 and December 31, 2024:

  23. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Brent Pfeiffenberger, Pharm.D., President, Chief Executive Officer and Chairman of the Board(4) | 2025 | 640,625 | — | 1,869,609 | 222,681 | 317,109 | 13,998 | 2,381,022 | | | 2024 | 625,000 | 450,000(5) | 92,614 | 392,000 | 360,938 | 272,729(6) | 2,193,281 | | Gregory Russotti, Ph.D., Chief Technology and Manufacturing Officer and former Interim President and Chief Executive Officer | 2025 | 559,650 | — | 71,120 | 51,240 | 226,658 | 3,652 | 912,320 | | | 2024 | 542,500 | — | 127,560 | 547,413 | 256,331 | 13,800 | 1,487,604 | | Adrienne Farid, Ph.D., Former Chief Development Officer(7) | 2025 | 333,348 | — | 71,120 | 51,240 | — | 533,515(8) | 989,403 | | | 2024 | 513,050 | — | 127,560 | 547,413 | 215,481 | 13,800 | 1,417,304 | | Chad Cowan, Ph.D., Chief Scientific Officer(9) | 2025 | 559,532 | — | 398,329 | 8,327 | 201,007 | — | 1,167,015 |

  24. SUMMARY COMPENSATION TABLE

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of each restricted stock unit and stock option, as applicable, determined in accordance with the provisions of FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 2 of the Notes to the Consolidated Financial Statements included in our 2025 Annual Report. (2) Amounts shown for 2025 are cash incentive payments earned in respect of 2025 performance and paid in the first quarter of 2026. Amounts shown for 2024 are cash incentive payments earned in respect of 2024 performance and paid in the first quarter of 2025. (3) Unless otherwise noted, amounts represent 401(k) matching contributions. (4) Dr. Pfeiffenberger was appointed President and Chief Executive Officer in December 2023, and Chairman of the Board in August 2025. (5) Represents a retention bonus paid in 2024 to Dr. Pfeiffenberger in connection with the commencement of his employment with us, subject to repayment in full if Dr. Pfeiffenberger’s employment had terminated for any reason other than death, disability, resignation for good reason, or termination without cause, in each case prior to the one-year anniversary of his start date. (6) Represents (i) 401(k) matching contributions in an amount of $13,800 and (ii) reimbursement for relocation expenses Dr. Pfeiffenberger received in an amount of $258,929. (7) Dr. Farid’s employment as Chief Development Officer ended on July 31, 2025. (8) Represents (i) 401(k) matching contributions in an amount of $5,381, (ii) a COBRA benefits payment in an amount of $3,180 and (iii) the payment of severance under Dr. Farid’s employment agreement in an amount equal to (a) $398,888, representing nine months of base salary and (b) $126,066, representing a prorated 2025 annual bonus, paid at target. (9) Dr. Cowan was not an NEO in 2024.

  25. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information regarding the number of shares of common stock underlying outstanding plan awards held by each of our NEOs as of December 31, 2025:

  26. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | NAME | GRANT DATE | OPTION AWARDS | | | | STOCK AWARDS | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | | Brent Pfeiffenberger, Pharm.D. | 12/4/2023(2) | 31,055 | 31,056 | $1.61 | 12/4/2033 | | | | | 12/4/2023(2) | 255,788 | 255,792 | $1.61 | 12/4/2033 | | | | | 12/4/2023(3) | | | | | 586,887 | $586,953 | | | 3/7/2024(4) | | | | | 9,802 | $9,753 | | | 3/7/2024(5) | 45,739 | 58,811 | $5.315 | 3/7/2034 | | | | | 3/11/2025(5) | | 521,500 | $0.601 | 3/11/2035 | | | | | 3/11/2025(4) | | | | | 521,500 | $518,892 | | | 8/14/2025(6) | | | | | 1,587,614 | $1,579,676 | | Gregory Russotti, Ph.D. | 3/18/2020(7) | 7,731 | — | $1.03 | 3/17/2030 | | | | | 4/16/2021(7) | 101,347 | — | $7.27 | 4/15/2031 | | | | | 1/25/2022(5) | 102,812 | 2,188 | $13.15 | 1/25/2032 | | | | | 2/2/2023(5) | 123,956 | 51,044 | $4.64 | 2/2/2033 | | | | | 2/2/2023(5) | 123,956 | 51,044 | $4.64 | 2/2/2033 | | | | | 4/12/2023(5) | 212,494 | 106,256 | $2.91 | 4/12/2033 | | | | | 3/7/2024(5) | 63,869 | 82,131 | $5.315 | 3/7/2034 | | | | | 3/7/2024(4) | | | | | 13,500 | $13,433 | | | 3/11/2025(5) | | 120,000 | $0.601 | 3/11/2035 | | | | | 3/11/2025(4) | | | | | 120,000 | $119,400 | | Adrienne Farid, Ph.D. | 7/18/2019(7) | 168,655 | | $1.03 | 7/17/2028 | | | | | 10/01/2020(7) | 15,462 | | $1.75 | 7/31/2028 | | | | | 4/16/2021(7) | 207,649 | | $7.27 | 7/31/2028 | | | | | 1/25/2022(5) | 91,872 | | $13.15 | 7/31/2028 | | | | | 2/2/2023(5) | 79,390 | | $4.64 | 7/31/2028 | | | | | 2/2/2023(5) | 79,390 | | $4.64 | 7/31/2028 | | | | | 3/7/2024(5) | 48,664 | | $5.315 | 7/31/2028 | | | | Chad Cowan, Ph.D. | 10/1/2024(5) | 130,154 | 316,096 | $1.65 | 10/1/2034 | | | | | 10/1/2024(4) | | | | | 55,782 | $55,503 | | | 3/11/2025(5) | | 19,500 | $0.601 | 3/11/2035 | | | | | 3/11/2025(5) | | | | | 19,500 | $19,402 | | | 9/18/2025(8) | | | | | 762,543 | $758,730 |

  27. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) The market value is based on the closing stock price of $0.995 on December 31, 2025 (the last trading date in the 2025 fiscal year). (2) This option vests 25% on December 4, 2024, with the remaining 75% vesting in 36 equal monthly installments, subject generally to the NEO’s continued employment with us. (3) This restricted stock unit award vests 25% on December 4, 2024, and the remaining 75% vesting in 12 equal quarterly installments every February 15, May 15, August 15, November 15 thereafter, subject generally to the NEO’s continued employment with us. This restricted stock unit award vests 25% on the first anniversary of the grant date and the remaining 75% in 12 equal quarterly installments thereafter, subject generally to the NEO’s continued employment with us. This option vests 25% on the first anniversary of the grant date and the remaining 75% in 36 equal monthly installments thereafter, subject generally to the NEO’s continued employment with us. (6) This restricted stock unit award vests 50% on August 14, 2027, and 50% on August 14, 2028, subject generally to the NEO’s continued employment with us. (7) This option is fully vested. (8) This restricted stock unit award vests 50% on October 1, 2026, and the remaining 50% on October 1, 2027.

  28. Executive Officer and Director Compensation

    Executive Officer and Director Compensation Please see “Executive Compensation” and “Director Compensation” for information regarding the compensation of our directors and executive officers.

  29. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028

    PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028 At the Annual Meeting, our stockholders will vote on the election of two Class II director nominees named in this Proxy Statement as directors, each to serve until our 2029 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Our Board has unanimously nominated Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A. for election to our Board at the Annual Meeting. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

  30. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028

    | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF ALESSANDRO RIVA, M.D. AND HAN LEE, PH.D., M.B.A. | ✓ |