DEF 14A of Protagonist Therapeutics, Inc
Filed Apr 28, 2026 · FY20250001104659-26-050429
ELECTION OF CLASS I DIRECTOR NOMINEES
ELECTION OF CLASS I DIRECTOR NOMINEES Our Board is divided into three classes, with members of each class elected for a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board currently consists of six members. The term of office of our current Class I director, Dr. Dinesh V. Patel, expires at this Annual Meeting. In addition on March 24, 2026, the Board determined that effective as of the Annual Meeting and subject to election by the stockholders, Dr. Lewis T. “Rusty” Williams will be moved from Class II to Class I in order to provide for an even number of directors in each class. The Nominating and Corporate Governance Committee has recommended Dr. Patel and Dr. Williams for election to the Board at this Annual Meeting. Dr. Patel and Dr. Williams are currently directors of the Company and were previously elected by stockholders at the 2023 and 2024 Annual Meeting of Stockholders, respectively. If elected at the Annual Meeting, the two Class I director nominees would serve until the 2029 Annual Meeting of Stockholders and until their respective successor has been duly elected and qualified, or, if earlier, until their death, resignation or removal. It is the Company’s policy to encourage directors and director nominees to attend Annual Meetings of Stockholders. All of our directors then-serving on the Board attended the 2025 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes cast. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, “FOR” the election of the two Class I director nominees. If any nominee becomes unavailable for election or unable to serve, shares that would have been voted for that nominee will instead be voted “FOR” the election of a substitute nominee proposed by the Board or the Board may decrease its size. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that either nominee will be unable to serve. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experiences, qualifications, attributes or skills of each nominee for director and each director continuing in office that caused the Nominating and Corporate Governance Committee and the Board to determine that the nominee or applicable director should serve as a member of the Board.
CLASS I DIRECTOR NOMINEES FOR ELECTION FOR TERMS EXPIRING AT THE 2029 ANNUAL MEETING
CLASS I DIRECTOR NOMINEES FOR ELECTION FOR TERMS EXPIRING AT THE 2029 ANNUAL MEETING Dinesh V. Patel, Ph.D. Dr. Patel, 69, has served as a member of the Board and as the Company’s President and Chief Executive Officer since December 2008. Dr. Patel has more than 40 years of executive, entrepreneurial and scientific experience spanning the pharmaceutical, biotechnology and biopharmaceutical industries. Prior to joining Protagonist, he served from 2006 to 2008 as President and Chief Executive Officer of Arête Therapeutics, a privately held company focused on the development of novel drugs for metabolic syndrome. Prior to that, Dr. Patel was President, Chief Executive Officer and co-founder of Miikana Therapeutics, an oncology-based company, from 2003 until it was acquired by Entremed (later renamed CASI Pharmaceuticals) in 2005. Prior to Miikana, he held positions of increasing responsibility at Versicor, a biotechnology company (later renamed Vicuron), from 1996 to 2003, most recently as Senior Vice President of Drug Discovery and Licensing. Vicuron’s research and development efforts led to two marketed drugs, anidulafungin (Eraxis®), and dalbavancin (Dalvance®), and the Company was acquired by Pfizer in 2005 in a $1.9 billion cash transaction. Prior to Vicuron, Dr. Patel was a director of chemistry at the combinatorial chemistry company Affymax, from 1993 to 1996. He was also a medicinal chemist at Bristol Myers Squibb (NYSE: BMY) from 1985 to 1993. He has served as a member of the board of directors of Sai Life Sciences, Limited (BSE: SAILIFE), a global contract research, development & manufacturing organization, since March 2025. Dr. Patel received a Ph.D. in Chemistry from Rutgers University, New Jersey and a B.S. in Industrial Chemistry from S. P. University, Vallabh Vidyanagar, India. The Company believes that because of his expertise, extensive knowledge of the Company and experience as an executive officer of biotechnology companies, Dr. Patel is able to make valuable contributions to the Board.
Lewis T. “Rusty” Williams, M.D., Ph.D.*
Lewis T. “Rusty” Williams, M.D., Ph.D.* Dr. Williams, 76, has served as a member of the Board since June 2017. Dr. Williams has served as Chairman of the Board of Ten30 Bio, a biotechnology start-up company, since 2022. He previously served as Chairman and Chief Executive Officer of Walking Fish Therapeutics, a biotechnology start-up company, from February 2019 to March 2024. Dr. Williams has also served as a venture partner of Quan Capital, LLP, a healthcare-focused venture capital firm, since October 2018. He founded and served as a director of Five Prime Therapeutics, Inc., a former public biotechnology company acquired by Amgen, Inc., from January 2002 until January 2020, and served as its President and Chief Executive Officer from April 2011 to December 2017. Previously, Dr. Williams spent seven years at Chiron Corporation, a biopharmaceutical company now known as Novartis Vaccines and Diagnostics, Inc., where he served most recently as its Chief Scientific Officer. He also served on Chiron’s board of directors from 1999 to 2001. Prior to joining Chiron, Dr. Williams was a professor of medicine at the University of California, San Francisco, and served as Director of the University’s Cardiovascular Research Institution and Daiichi Research Center. Dr. Williams also has served on the faculties of Harvard Medical School and Massachusetts General Hospital and co-founded COR Therapeutics, Inc., a biotechnology company focused on cardiovascular disease. He is a member of the National Academy of Sciences and a fellow of the American Academy of Arts and Sciences. Dr. Williams was previously a member of the board of directors of Neoleukin Therapeutics, Inc. (formerly, Nasdaq: NLTX), COR Therapeutics, Inc., and Beckman Coulter, Inc., each of which was a public company during his service as a director. Dr. Williams received a B.S. from Rice University and an M.D. and a Ph.D. from Duke University. The Company believes that Dr. Williams’ extensive experience in drug discovery and development, his executive experience with several pharmaceutical companies and his service as a director of other publicly traded healthcare companies have provided him the qualifications, skills and financial expertise to serve on the Board. THE BOARD RECOMMENDS A VOTE “FOR” THE CLASS I DIRECTOR NOMINEES. In addition to the Class I director nominees, Protagonist has four other directors who will continue in office after the Annual Meeting, with terms expiring in 2027 and 2028, respectively.
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING*
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING*
Sarah A. O’Dowd
Sarah A. O’Dowd Ms. O’Dowd, 76, has served as a member of the Board since August 2020. She is a director of the Independent Institute, a non-profit, non-partisan, public policy research and communications organization. Until her retirement in March 2020, Ms. O’Dowd was Senior Vice President and Chief Legal Officer at Lam Research Corporation (Nasdaq: LRCX), an S&P 500 technology company. For 11 years at Lam, she served as Chief Legal Officer and Secretary. From 2009 to 2012 she also served as Group Vice President of Human Resources at Lam. From February 2007 to September 2008, she served as Vice President of FibroGen, Inc. (Nasdaq: FGEN), a biopharmaceutical company. Ms. O’Dowd was a member of the board of directors of Ichor Holdings, Ltd. (Nasdaq: ICHR), a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment, from May 2020 to May 2025. Ms. O’Dowd received a J.D. from Stanford Law School, an M.A. in Communications from Stanford University and an A.B. in Mathematics from Immaculata College. The Company believes that because of her executive business experience as well as her experience in the biotechnology field and at public companies, Ms. O’Dowd is well positioned to make valuable contributions and provide valuable guidance to the Board. Dr. Williams currently serves as a Class II director. The Board re-classified Dr. Williams as a Class I director effective immediately following the Annual Meeting, subject to his election by stockholders at the Annual Meeting.
William D. Waddill
William D. Waddill Mr. Waddill, 69, has served as a member of the Board since July 2016. From April 2014 to December 2016, Mr. Waddill served as Senior Vice President and Chief Financial Officer, Treasurer and Secretary of Calithera Biosciences, Inc. (OTCMKTS: CALA), a biotechnology company. From October 2007 to March 2014, he served as Senior Vice President and Chief Financial Officer of OncoMed Pharmaceuticals, Inc., a biopharmaceutical company. From October 2006 to September 2007, Mr. Waddill served as the Senior Vice President, Chief Financial Officer of Ilypsa, Inc., a biotechnology company that was acquired in 2007 by Amgen, Inc. From February 2000 to September 2006, he served as a Principal at Square One Finance, a financial consulting business. He has served as a director of Arrowhead Pharmaceuticals, Inc. (Nasdaq: ARWR), a biopharmaceutical company, since January 2018, and Annexon, Inc. (Nasdaq: ANNX), a biopharmaceutical company, since August 2021. He previously served on the board of Turnstone Biologics Corp. (Nasdaq: TSBX), a biotechnology company, from April 2024 to August 2025. Mr. Waddill received a B.S. in Accounting from the University of Illinois, Chicago, and a certification as a public accountant, which is currently inactive, after working at PricewaterhouseCoopers LLP and Deloitte LLP. The Company believes that Mr. Waddill is qualified to serve on the Board because of his financial expertise and extensive experience in the biotechnology field.
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING Harold E. Selick, Ph.D. Dr. Selick, 71, has served as a member of the Board since February 2009. Dr. Selick is currently Chief Executive Officer and board member of Hinge Bio, Inc., a private biotechnology company focused on developing therapeutics for patients living with autoimmune disorders. He previously served as Vice Chancellor of Business Development, Innovation and Partnerships at the University of California, San Francisco, from April 2017 to December 2022, where he was a member of the UCSF Senior Management Group. Dr. Selick was a Venture Partner at Mission Bay Capital, a venture capital firm, from 2018 until his resignation at the end of 2022. Previously, he was the Chief Executive Officer of Threshold Pharmaceuticals, Inc., a biotechnology company, from June 2002 until the company’s merger with Molecular Templates Inc. in April 2017. From June 2002 until July 2007, Dr. Selick was also a Venture Partner of Sofinnova Ventures, Inc., a venture capital firm. From January 1999 to April 2002, he was Chief Executive Officer of Camitro Corporation, a biotechnology company, which was acquired two years after its founding. From 1992 to 1999, Dr. Selick was at Affymax Research Institute, the drug discovery technology development center for Glaxo Wellcome plc, most recently as Vice President of Research. Prior to working at Affymax he held scientific positions at Protein Design Labs, Inc. and Anergen, Inc. He served as Chairman of the board of directors of Molecular Templates, Inc. (formerly, Nasdaq: MTEM), a biopharmaceutical company, from April 2019 through December 2024. Dr. Selick was also Lead Director and then Chairman of PDL BioPharma, Inc., a biopharmaceutical company, from 2009 to December 2019, and served as de facto Chairman of the board of directors of Threshold Pharmaceuticals, Inc. until it merged with Molecular Templates Inc. in April 2017. He received a B.A. in Biophysics and a Ph.D. in Biology from the University of Pennsylvania and was a Damon Runyon-Walter Winchell Cancer Fund Fellow and an American Cancer Society Senior Fellow at the University of California, San Francisco. The Company believes that because of his broad experience in building and running both private and public companies and serving on the boards of directors of a variety of biotechnology companies, Dr. Selick is well positioned to provide guidance and insight to the Board and management team.
Bryan Giraudo
Bryan Giraudo Mr. Giraudo, 50, has served as a member of the Board since May 2018. Mr. Giraudo has served as Chief Financial Officer of Gossamer Bio, Inc. (Nasdaq: GOSS), a biotechnology company, since May 2018 and as Chief Operating Officer of Gossamer Bio since September 2021. He has completed nearly $1.0 billion in financing for Gossamer Bio since inception, from Series B financing through its initial public offering and additional debt and equity financings. Prior to joining Gossamer Bio, Mr. Giraudo was a Senior Managing Director at Leerink Partners from 2009 to April 2018, where he was responsible for their western North America and Asia Pacific biotechnology and medical technology banking practice. Before joining Leerink, he was a Managing Director with Merrill Lynch and Co.’s Global Healthcare Investment Banking Group. Mr. Giraudo joined Merrill Lynch in 1997. As a banker, he completed over 200 corporate finance, corporate partnership and strategic advisory transactions. Mr. Giraudo has been a member of the board of directors of Valerio Therapeutics, S.A. (EPA: ALVIO) (formerly, Onxeo SA (EPA: ALONX)), a biotechnology company, since November 2021. He received a B.A. from Georgetown University. The Company believes Mr. Giraudo is qualified to serve on the Board because of his extensive experience in the investment banking field, financial expertise and experience in the biotechnology field.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Limits on Non-Employee Director Compensation
Limits on Non-Employee Director Compensation The maximum number of shares subject to awards granted during a single fiscal year to any non-employee director under the 2026 Plan, taken together with any cash fees paid to such nonemployee director during the fiscal year, will not exceed $750,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes), or $1,250,000 with respect to a nonemployee director’s first year in service (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes). The Board may make exceptions to this limit for individual non-employee directors in extraordinary circumstances (for example, to compensate such individual for interim service in the capacity of an officer of the Company), as the Board may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving non-employee directors.
2025 Compensation Highlights
2025 Compensation Highlights Our Compensation Committee believes that executive compensation should be directly linked to short-term and long-term performance. A few of the key decisions made by the Compensation Committee in 2025 aligned with such philosophy are as follows: Modest base salary adjustments. Base salary increases for our NEOs ranged from 4.0% to 7.5%. Salary increases reflected competitive market positioning, as well as individual responsibilities, performance, experience and contributions. Annual bonuses linked to pre-determined performance goals. Based on the achievement of pre-established corporate performance goals, the annual bonus plan paid out at 160% of target for the portion of the award attributable to corporate performance. As such, our Chief Executive Officer’s (“CEO”) 2025 bonus was paid at 160% of target since his award is based entirely on corporate performance. For other NEOs, the annual bonus payout is based on corporate and individual performance. Payouts for other NEOs were at 160% of target. • Annual stock option and restricted stock unit grants aligned with market practice and Company performance. In 2025, our NEOs received stock option and restricted stock unit grants that aligned with strong Company performance and competitive market data. The Compensation Committee approved a target value mix for the annual equity awards that were made to our NEOs in January 2025 that consisted of 50% stock options and 50% restricted stock units. The January 2025 equity awards also reflected a lengthening of restricted stock unit vesting to four years (from three years) to enhance executive retention.
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives Our executive officer compensation program focuses on attracting, retaining and rewarding executive officers in order to promote our long-term success. In setting compensation levels and designing the elements of our program, we seek to establish overall compensation levels that are internally equitable and competitive with the talent market. We regularly review our executive officer compensation program with the goal of motivating our executive team to achieve our strategic goals and aligning them with the interests of our stockholders. In particular, we seek to: • Reward the achievement of specified performance goals (pay for performance): Our Compensation Committee has designed our executive compensation program to be tied to performance goals to motivate our executive officers to achieve key business objectives by tying the value of the compensation they receive to our performance relative to these business objectives. • Align our executive officers’ interests with those of our stockholders through long-term incentives: Our Compensation Committee uses equity for long-term incentive opportunities in order to motivate and reward executive officers to (i) deliver sustained long-term value to stockholders and (ii) achieve multi-year strategic goals. Our Compensation Committee believes using equity creates strong alignment between the interests of our executive officers and those of our stockholders. • Attract, retain and motivate superior executive talent with market-competitive compensation: We seek talented executive officers and managers who have diverse experience, expertise, capabilities and backgrounds to manage our business and carry out our strategy. Our Compensation Committee references the amounts and structures of compensation received by executive officers of the companies in our compensation peer group and in industry surveys in connection with recruiting our executive officers and determining competitive pay levels. In setting compensation levels and designing the elements of our program, we also seek to establish overall compensation levels that are internally equitable. In addition, we seek to provide balanced incentives that motivate our executives to achieve our short-term and long-term goals without incentivizing executives to take excessive risks. The Compensation Committee has historically compensated executive officers with three primary compensation components: a base salary, an annual bonus opportunity, and equity-based compensation. The Compensation Committee believes that cash compensation in the form of base salary and an annual bonus opportunity provides our executive officers with short-term rewards for success in achieving annual goals and objectives, and that long-term compensation through the award of stock options and restricted stock units aligns the objectives of management with those of our stockholders with respect to long-term performance and success of the Company. In setting compensation levels for our executive officers, the Compensation Committee considers a variety of factors, including peer group survey data, tenure, role, responsibilities, performance, and competitive market practices. Compensation paid to our NEOs is delivered primarily through at-risk pay, based on both short-term and long-term incentives. In addition to our compensation elements, the following compensation program features are designed to align our executive team’s interests with stockholder interests and market best practices.
Best Practice Highlights
| | Pay for Performance. The Compensation Committee believes in aligning pay with performance. As such, the significant majority of our executive compensation is variable and at-risk, with a substantial portion that is based on stockholder value creation. | | | Use of Independent Compensation Consultant. The Compensation Committee receives objective advice from its independent compensation consultant. | | | Clawback Policy. The Board has adopted a clawback policy applicable to all incentive payments and performance-based equity awards granted to executive officers. | | | Peer Group Analysis. The Company reviews total direct compensation (base salary, annual cash incentive and long-term incentive payments) and the mix of the compensation components for the NEOs relative to the peer group as one of the factors in determining if compensation is adequate to attract and retain executive officers. | | | No Automatic Single Trigger Equity Acceleration. Acceleration of equity vesting on a change in control is subject to a “double trigger” arrangement. | | | No Hedging. The Company has adopted a policy prohibiting hedging of Company stock. | | | No Perquisites. Our NEOs do not receive any perquisites. | | | No Guaranteed Compensation. We do not have agreements with our NEOs that provide any guarantees relating to base salary increases or the amounts of any annual cash incentive awards or long-term equity awards. | | | No Excise Tax Gross-Ups. Our NEOs are not entitled to any excise tax gross-up. |
Process for Setting Compensation
Process for Setting Compensation Role of the Board and Compensation Committee Our Board and Compensation Committee review compensation practices and the philosophy annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, our Compensation Committee considers compensation for comparable positions in the market, the historical compensation levels of our executives and individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short-and long-term results that are in the best interests of our stockholders and our desire to incentivize a long-term commitment to our Company. While we do not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. Our Compensation Committee is responsible for approving all executive compensation matters. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the CEO for all executives other than the CEO. Our Compensation Committee gives considerable weight to the CEO’s evaluations of our other executive officers because of his direct knowledge of these individuals’ performance and contributions. In the case of the CEO, our Compensation Committee evaluates his performance and determines any adjustments to his base salary or annual bonus, as well as equity awards to be granted. Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee then determines the compensation for each executive officer. Role of our Chief Executive Officer and Management As described above, our Chief Executive Officer provides the Compensation Committee with input and recommendations related to the compensation of our other executive officers. The CEO does not participate in, nor is present during, any deliberations or determinations of the Compensation Committee or the Board of Directors regarding his compensation or individual performance objectives. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Role of the Compensation Consultant In 2025, the Compensation Committee retained the services of Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as its external compensation consultant, and the Compensation Committee considered Aon’s input on certain compensation matters as it deemed appropriate. The Compensation Committee has worked with Aon to develop a peer group, to provide a competitive market analysis of the base salary, annual performance-based cash incentive awards and long-term incentive compensation of our executive officers compared against the peer group, and to review other market practices and trends. Pursuant to the factors set forth in Item 407 of Regulation S-K of the Exchange Act, the Compensation Committee has reviewed the independence of Aon and conducted a conflicts of interest assessment (taking into consideration factors specified in the Nasdaq listing standards) and has concluded that Aon is independent and its work for the Compensation Committee has not raised any conflicts of interest. While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation. Use of a Peer Group The Compensation Committee believes that obtaining relevant market and benchmark data is important to making determinations about executive compensation, as pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. While market data is one element considered by the Compensation Committee when making executive compensation decisions, the Compensation Committee does not set compensation levels based solely on market data. Rather, the Compensation Committee reviews the 25th, 50th and 75th percentiles of relevant market data as one frame of reference in making its executive compensation decisions. Final executive compensation decisions reflect a variety of factors, including each executive’s experience, performance rating, the relative importance of the executive’s role within the organization, as well as where each executive’s pay level falls relative to the market data. With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices. The Compensation Committee reviews and approves the peer group companies that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of key attributes. For 2025, our Compensation Committee, using information provided by Aon, established a peer group of publicly traded companies in the biotechnology industry based on the following criteria: • Development stage companies with later stage assets (e.g., Phase 3); Companies with market capitalizations of $1.4 billion to $8.8 billion based on the Company’s market capitalization at that time ($2.8 billion, and consideration of a then upcoming clinical data readout); Companies with headcounts of less than 400 employees based on the Company’s headcount at that time (135 employees); and • Companies located in the San Francisco and other key biotechnology hub markets to align with the Company’s location and market for talent. Based on the criteria identified above, the 2025 peer group used to assess compensation practices was comprised of the following 19 companies, with new additions italicized:
Process for Setting Compensation
Relative to the prior year’s peer group, CymaBay and Morphic were acquired and bluebird, Cogent, HilleVax, Inhibrx, RAPT, Replimune, Ventyx, Viridian and Xencor had market capitalizations that were positioned below the recommended range. As such, these companies were excluded from the peer group in 2025. We generally target the 50th percentile of our peer group for target cash compensation and the 25th to 75th percentiles for equity awards, based on independent third-party benchmark analytics, which inform the mix of compensation of base salary, bonus and long-term incentives. We also consider individual factors such as performance, contributions, and tenure in determining individual pay actions that may warrant compensation either below or above the targeted benchmarks for individual executive officers.
Key Elements of Compensation
Annual Performance-Based Cash Bonus Our Compensation Committee established an annual cash bonus program for our NEOs based on Company performance as compared to the goals and objectives established by the Compensation Committee at the beginning of the year. The structure of the annual incentive program incentivizes the NEOs to achieve research, clinical, operational, and organizational results that the Compensation Committee views as critical to the execution of our business strategy. All executive officers are assigned annual bonus targets, expressed as a percent of base salary, based on each executive officer’s accountability, scope of responsibilities, and potential impact on performance, as well as peer group competitive data for similarly situated positions. The table below sets forth the target bonus for each NEO, which are the same as the target bonus opportunities in 2024, except with respect to Dr. Patel, whose target bonus opportunity increased from 55% of base salary to 60% of base salary after taking into account the factors described above.
Key Elements of Compensation
| Name | 2025 Target Bonus (% of Base Salary) | | Dinesh V. Patel | 60% | | Asif Ali | 40% | | Arturo Molina | 40% |
Key Elements of Compensation
In determining the payouts for the annual bonus, the Compensation Committee also evaluated the individual performance of our NEOs other than our CEO, whose annual bonus is entirely based on the above-listed corporate goals. The Compensation Committee views the inclusion of individual performance as an important component of the annual cash bonus plan because it motivates the NEOs for individual performance, even if overall corporate performance is lower. With respect to individual goals, the Company established the following goals for each of the NEOs other than the CEO: • Asif Ali: Mr. Ali’s individual goals related primarily to oversight and achievement of the finance objective above, and his contributions to the business development objectives. • Arturo Molina: Dr. Molina’s individual goals related primarily to oversight and achievement of the clinical and regulatory objectives above, and his contributions to the external innovation objectives. In assessing the individual performance of our NEOs, the Compensation Committee, with the input of our CEO for the other NEOs, considered each such officer’s individual contributions to the achievement of our 2025 goals, and the officer’s individual performance in helping to execute on our strategic initiatives. The Compensation Committee determined that based on performance, the individual performance score for each of Mr. Ali and Dr. Molina was 160% of target. Based on performance, as described above, the Compensation Committee approved the following bonuses for performance in 2025, and these amounts are listed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table:
Key Elements of Compensation
| Name | 2025 Bonus Earned | Bonus Achieved (as % of Target Bonus) | | Dinesh V. Patel | $686,880 | 160% | | Asif Ali | $320,000 | 160% | | Arturo Molina | $366,080 | 160% |
Key Elements of Compensation
Long-Term Incentive Compensation Our equity grant program is intended to recognize the contributions of our NEOs to the achievement of corporate objectives, to align their interests with those of our stockholders by creating value tied to the performance of our stock price, and for retention purposes. In determining the form and value of an annual grant, the Compensation Committee considers the contributions and responsibilities of each executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other executives at peer companies holding comparable positions, individual achievement of designated performance goals, and our overall performance relative to corporate objectives. The Compensation Committee also may grant equity awards to new executive officer hires or special awards upon promotion or for retention. We generally grant annual equity awards in the first quarter of each year. We believe that equity awards 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 our stockholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term. In 2025, we used stock options and time-vesting restricted stock units as vehicles for long-term incentive compensation for our executive officers. We use stock options because they allow our executive officers to realize value only if our stock price increases, and restricted stock units are complementary because they have upside potential but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company. Both forms of equity align the interests of our executive officers with the interests of our stockholders. In January 2025, the Compensation Committee granted our NEOs annual stock option and restricted stock unit grants that reflect the factors noted above. The following table summarizes 2025 equity grants, with the values reflecting the grant date fair value of the awards:
Key Elements of Compensation
| Name | Stock Options ($) | Stock Options (#) | Restricted Stock Units ($) | Restricted Stock Units (#) | | Dinesh V. Patel | $5,618,010 | 181,472 | $5,839,204 | 149,800 | | Asif Ali | $1,192,502 | 38,520 | $1,238,745 | 31,779 | | Arturo Molina | $1,543,628 | 49,862 | $1,601,610 | 41,088 |
Key Elements of Compensation
The exercise price of all annual stock option awards to NEOs is equal to the closing price of our stock on the date of the grant, and all stock options granted in 2025 have a ten-year term. The stock option grants vest over a four-year period in equal monthly installments following the grant date. Effective in 2025, annual restricted stock unit grants vest over a four-year period in four equal annual installments, beginning in the year after the grant, which represented a change from prior years, when restricted stock unit grants vested over three years. The Compensation Committee determined it was appropriate to make this change to enhance retention and align more closely with peer group practices. In each case, vesting is generally subject to continued service through each vesting date.
Other Elements of Compensation
Other Elements of Compensation Employee Benefits All of our full-time employees, including our NEOs, are eligible to participate in medical, disability and life insurance benefit programs offered by us. We pay the premiums for term life insurance for all of our employees, including our NEOs. We also provide all employees, including NEOs, with a flexible spending account plan, an employee stock purchase plan and paid time off benefits, including vacation, sick time and holidays. We maintain a tax-qualified 401(k) retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. The Company may make contributions to this plan at its discretion. For the year ended December 31, 2025, the Company matched 50% of each employee’s contribution up to a maximum of $5,000. We believe the above-described benefits are important to attracting and retaining experienced employees, including our executives. We do not sponsor any qualified or non-qualified defined benefit plans, nor any non-qualified deferred compensation plans for any of our employees or executives. Perquisites We do not provide material perquisites to our executive officers. Employment and Severance Agreements Each of the Company’s NEOs is covered by an employment or offer letter agreement providing for a minimum annual level of salary, target incentives, eligibility for long-term incentives, and benefit eligibility. Each of the Company’s NEOs is also party to an Employee Severance Agreement that provides for a severance benefit in the event of a termination of employment without “cause” or for “good reason,” as such terms are defined in the agreements. It is the Compensation Committee’s belief that the employment and severance agreements are necessary from a competitive perspective and contribute to the stability of the management team. The “Potential Payments Upon Termination or Change in Control” section below describes and quantifies the severance and other benefits potentially payable to the NEOs in further detail. The Severance Agreements provide for a combination of a cash severance payment, continued health benefits (or an equivalent cash payment) and, in the case of a change in control termination only, acceleration of vesting (and exercisability, if relevant) of outstanding equity awards held as of the date of termination. Acceleration of vesting is subject to a “double trigger” arrangement, meaning that vesting acceleration occurs only in the event of a change in control of the Company in connection with or followed by a termination of employment without cause by us, or with good reason by the NEO. Payments and benefits under the agreements are subject to the execution of an effective release. We do not provide any excise tax gross ups in connection with severance paid upon termination without cause or relating to a change in control transaction. All change in control cash payments are structured to be on a “double-trigger” basis, requiring an involuntary termination in connection with the change in control transaction.
Other Policies
Other Policies Clawback Policy We have adopted a Compensation Recoupment (Clawback) Policy, which is intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including each of the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. Insider Trading Policies and Prohibitions on Hedging and Pledging We have adopted insider trading policies and procedures governing the purchase, sale and other transactions in Company securities or securities of related companies by the Company’s directors, officers, employees, consultants and contractors, and by the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. Our insider trading policy prohibits our directors, officers, employees, consultants and contractors from engaging in the trading of derivative securities, short sales, transactions in put or call options, hedging transactions, holding equity securities in margin accounts, pledging securities as collateral for a loan or other inherently speculative transactions relating to our equity securities. Practices on Timing of Equity Awards We do not have any program, plan or obligation that requires us to grant equity awards on specified dates. We also do not have any program, plan or practice to time award dates of stock option grants to our executive officers in coordination with the release of material nonpublic information and typically our annual grants occur during an open trading window in the first quarter of the year. Equity awards may occasionally be granted following a significant change in job responsibilities or to meet special retention or performance objectives. In 2025, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity-based awards, including stock options, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, the Compensation Committee did grant annual stock option awards to our NEOs within the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q or the filing or furnishing of a current report on Form 8-K and ending one business day after the filing or furnishing of such report. Specifically, on January 6, 2025, the Company filed a Form 8-K disclosing that Dr. Suneel Gupta transitioned from his role as Chief Development Officer to Executive Vice President, Clinical Development. While the Company does not believe that the information disclosed on such Form 8-K was material nonpublic information, the Company is nevertheless providing the following information in accordance with SEC rules:
Other Policies
(1) The exercise price of the reported stock option grants was higher than the closing price of the Company’s common stock on January 6, 2025 ($38.09). (2) This compares to a percentage change in the SPDR S&P Biotech ETF (NYSEARCA: XBI) over the same period of 0.5%. Tax Deductibility of Compensation As one of the factors in the review of compensation matters, the Compensation Committee considers the anticipated tax treatment to the Company. Under Section 162(m) of the Internal Revenue Code, a limitation exists on the deductibility of compensation paid to certain “covered employees,” including all of our NEOs, in excess of $1 million per year and thus, we are unable to deduct compensation payable to our NEOs in excess of such limit. While the Compensation Committee considers the impact of this tax treatment, the primary factors influencing program design are the support of our business objectives and the Compensation Committee’s commitment to structuring the Company’s executive compensation programs in a manner designed to align pay with performance. Accordingly, the Compensation Committee retains flexibility to structure our compensation programs in a manner that is not tax-deductible in order to achieve a strategic result that the Compensation Committee determines to be more appropriate. Accounting Policies for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC 718”), for our stock-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options and restricted stock unit awards under our equity incentive award plans are accounted for under ASC 718. Our Board or Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. Compensation Risk Management During fiscal year 2025, the Company conducted its annual review of executive and non-executive compensation programs, with particular emphasis on incentive compensation plans and programs. Based on this review, the Company evaluated the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk. As part of this inventory, several factors were noted that reduce the likelihood of excessive risk taking. These factors include: (1) balancing performance focus between near-term objectives and longer-term strategic initiatives; (2) issuing annual equity awards that vest over multi-year time horizons; and (3) maintaining a clawback policy applicable to our executive officers. Furthermore, the Compensation Committee retains its own independent compensation consultant to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles, and pay opportunity levels for NEOs. As a result of this evaluation, the Company concluded that risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse impact on the Company.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs for 2025, 2024 and 2023.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Dinesh V. Patel, Ph.D. President and Chief Executive Officer | 2025 | 715,500 | — | 5,839,204 | 5,618,010 | 686,880 | 11,912 | 12,871,506 | | | 2024 | 681,410 | 112,432 | 1,987,773 | 6,119,129 | 562,163 | 10,912 | 9,473,819 | | | 2023 | 655,200 | — | — | 6,041,100 | 360,360 | 10,912 | 7,067,572 | | Asif Ali EVP, Chief Financial Officer | 2025 | 500,000 | — | 1,238,745 | 1,192,502 | 320,000 | 6,242 | 3,257,489 | | | 2024 | 465,000 | 55,800 | 491,820 | 1,514,011 | 279,000 | 5,242 | 2,810,873 | | | 2023 | 447,000 | — | 129,306 | 641,867 | 178,800 | 5,242 | 1,402,215 | | Arturo Molina, M.D., M.S., F.A.C.P. Chief Medical Officer | 2025 | 572,000 | — | 1,601,610 | 1,543,628 | 366,080 | 11,912 | 4,095,230 | | | 2024 | 550,000 | 66,000 | 614,775 | 1,892,514 | 330,000 | 10,912 | 3,464,201 |
2025 Summary Compensation Table
(1) The amounts in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of restricted stock units (“RSUs”) and stock options, as applicable, granted during the fiscal year and computed in accordance with the provisions of Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation. The valuation methodology of these awards is described in the notes to the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the RSUs and stock options, the exercise of the stock options, or the sale of the common stock underlying such awards. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. With respect to option awards only, the NEOs will only realize compensation to the extent the trading price of the common stock is greater than the exercise price of such stock options. The amounts for 2025 include $6,858 in group term life insurance for Drs. Patel and Molina and $1,242 in group term life insurance for Mr. Ali, and $5,000 in 401(k) plan matching contributions paid by the Company for each of the NEOs. The amounts for 2025 for Drs. Patel and Molina also include premiums paid for elective LifeLock identity protection services pursuant to Company-wide policy.
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table The following table sets forth the grants of plan-based awards made to our NEOs during 2025.
2025 Grants of Plan-Based Awards Table
| | | Estimated Future Payments Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Dinesh V. Patel, Ph.D. | 01/02/2025 | — | — | — | — | 181,472 | 38.98 | 5,618,010 | | | 01/02/2025 | — | — | — | 149,800 | — | — | 5,839,204 | | | | — | 429,300 | 686,880 | — | — | — | — | | Asif Ali | 01/02/2025 | — | — | — | — | 38,520 | 38.98 | 1,192,502 | | | 01/02/2025 | — | — | — | 31,779 | — | — | 1,238,745 | | | | | 200,000 | 320,000 | — | — | — | — | | Arturo Molina, M.D., M.S., F.A.C.P. | 01/02/2025 | — | — | — | — | 49,862 | 38.98 | 1,543,628 | | | 01/02/2025 | — | — | — | 41,088 | — | — | 1,601,610 | | | | — | 228,800 | 366,080 | — | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year End Table
Outstanding Equity Awards at 2025 Fiscal Year End Table The following table sets forth information regarding outstanding equity awards at the end of 2025 for each of our NEOs.
Outstanding Equity Awards at 2025 Fiscal Year End Table
| | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price($) | Vesting Commencement Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Dinesh V. Patel, Ph.D. | 04/29/2016 | 30,000 | — | 4.21 | 04/25/2016 | 04/28/2026 | — | — | | | 10/11/2016 | 318,273 | — | 21.58 | 08/10/2016 | 10/10/2026 | — | — | | | 02/28/2018 | 150,000 | — | 16.95 | 02/28/2018 | 02/27/2028 | — | — | | | 08/15/2018 | 54,700 | — | 8.58 | 08/05/2018 | 08/14/2028 | — | — | | | 02/28/2019 | 172,500 | — | 8.02 | 02/28/2019 | 02/27/2029 | — | — | | | 02/28/2020 | 235,000 | — | 7.80 | 02/28/2020 | 02/27/2030 | — | — | | | 02/26/2021 | 225,000 | — | 23.57 | 02/26/2021 | 02/25/2031 | — | — | | | 02/15/2022(1) | 179,687 | 7,813 | 28.73 | 02/15/2022 | 02/14/2032 | — | — | | | 01/16/2023(1) | 437,500 | 162,500 | 12.17 | 01/16/2023 | 01/15/2033 | — | — | | | 01/02/2024(1)(2) | 151,057 | 164,193 | 23.42 | 01/02/2024 | 01/01/2034 | 56,584 | 4,942,047 | | | 01/02/2025(1)(3) | 41,587 | 139,885 | 38.98 | 01/02/2025 | 01/01/2035 | 149,800 | 13,083,532 | | Asif Ali | 04/18/2022(3)(4) | 59,925 | 6,875 | 19.19 | 04/18/2022 | 04/17/2032 | 3,438 | 300,275 | | | 01/16/2023(1)(2) | 13,281 | 17,266 | 12.17 | 01/16/2023 | 01/15/2033 | 3,542 | 309,358 | | | 01/02/2024(1)(2) | 37,375 | 40,625 | 23.42 | 01/02/2024 | 01/01/2034 | 14,001 | 1,222,847 | | | 01/02/2025(1)(3) | 8,827 | 29,693 | 38.98 | 01/02/2025 | 01/01/2035 | 31,779 | 2,775,578 | | Arturo Molina, M.D., M.S., F.A.C.P. | 11/15/2022(3)(4) | 46,752 | 29,219 | 8.04 | 11/15/2022 | 11/14/2032 | 5,313 | 464,037 | | | 01/16/2023(1)(2) | 13,671 | 5,079 | 12.17 | 01/16/2023 | 01/15/2033 | 1,042 | 91,008 | | | 01/02/2024(1)(2) | 18,281 | 50,782 | 23.42 | 01/02/2024 | 01/01/2034 | 17,501 | 1,528,537 | | | 01/02/2025(1)(3) | 9,349 | 38,436 | 38.98 | 01/02/2025 | 01/01/2035 | 41,088 | 3,588,626 |
Outstanding Equity Awards at 2025 Fiscal Year End Table
(1) The shares subject to the option vest as to 1/48 of the shares in equal monthly installments following the vesting commencement date, subject to the holder continuing to provide services through the applicable vesting date. The option is subject to accelerated vesting in the event of an acquisition and in the event of a qualifying termination that occurs in the twelve months following the acquisition as described in “— Potential Payments upon Termination or Change in Control” below. (2) 1/3 of the stock award shares vests in equal yearly installments over three years subject to the holder continuing to provide services through the applicable vesting date. The award is subject to accelerated vesting in the event of an acquisition and in the event of a qualifying termination that occurs in the twelve months following the acquisition as described in “— Potential Payments upon Termination or Change in Control” below. 25% of the stock award shares vest in equal yearly installments over four years subject to the holder continuing to provide services through the applicable vesting date. The award is subject to accelerated vesting in the event of an acquisition and in the event of a qualifying termination that occurs in the twelve months following the acquisition as described in “— Potential Payments upon Termination or Change in Control” below. 25% of the shares subject to the option vest on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter, subject to the holder continuing to provide services through the applicable vesting date. The option is subject to accelerated vesting in the event of an acquisition and in the event of a qualifying termination that occurs in the twelve months following the acquisition as described in “— Potential Payments upon Termination or Change in Control” below.
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth information regarding the option awards exercised and stock awards vested for our NEOs during fiscal 2025.
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Dinesh V. Patel, Ph.D. | 24,000 | 821,760 | 63,708 | 2,847,102 | | Asif Ali | 24,903 | 1,091,424 | 13,979 | 557,386 | | Arturo Molina, M.D., M.S., F.A.C.P. | 50,514 | 1,918,342 | 15,104 | 821,854 |
Option Exercises and Stock Vested Table
(1) Value realized does not represent proceeds from any sale of any common stock acquired upon exercise or vesting, but is determined by, in the case of stock options, multiplying the number of shares acquired upon exercise by the difference between the exercise price of the option and the closing price of our common stock on each exercise date and, in the case of stock awards, multiplying the number of shares that vested by the closing price of our common stock on each such vesting date.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The table below reflects the amount of compensation that would become payable to each of the NEOs under existing plans and arrangements if that NEO’s employment had terminated on December 31, 2025 (pursuant to the executive’s severance agreement then in effect) and/or a change of control had occurred on such date, given the NEO’s compensation levels as of such date and, if applicable, based on the Company’s closing stock price on that date of $87.34. These benefits are in addition to benefits available prior to the occurrence of any termination of employment, including benefits generally available to salaried employees, such as distributions under the Company’s 401(k) plan. The actual amounts that would be paid upon an NEO’s termination of employment can be determined only at the time of such NEO’s separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported below. The Company is party to an Employee Severance Agreement with each of its NEOs and certain of its other executives. If the Company terminates the employee’s employment without “cause” or the employee terminates employment for “good reason” (each as defined in the agreement), the employee will receive: (a) salary continuation for 12 months, for the Chief Executive Officer, or nine months, for the other NEOs (18 months and 12 months, respectively, in the case of a change in control termination) (such period, as applicable, the salary continuation period); (b) COBRA continuation for the salary continuation period (or an equivalent cash payment if required by law); (c) in the case of a change in control termination only, a monthly payment equal to one twelfth of the target bonus for the salary continuation period; and (d) in the case of a change in control termination only, acceleration of the vesting (and exercisability, if relevant) of equity awards held as of the date of termination. A “change in control termination” is a termination by the Company without “cause” or the employee for “good reason” that occurs within twelve months following the date of a “change in control,” as defined in the agreement. Payments and benefits under the agreement are subject to the execution of an effective release.
Potential Payments Upon Termination or Change of Control Table
Potential Payments Upon Termination or Change of Control Table
Potential Payments Upon Termination or Change of Control Table
| Name | | Voluntary Termination ($) | Involuntary Termination (Without Cause or for Good Reason) not in Connection with a Change in Control ($) | Involuntary Termination in Connection with a Change in Control ($) | Change in Control ($) | | Dinesh V. Patel, Ph.D. | | | | | | | | Base Salary | — | 715,500 | 1,073,250 | — | | | Healthcare | — | 42,066 | 63,099 | — | | | Bonus | — | — | 643,950 | — | | | Option Awards | — | — | 29,933,100 | — | | | Stock Awards | — | — | 18,025,579 | — | | | Total | — | 757,566 | 49,738,978 | — | | Asif Ali | | | | | | | | Base Salary | — | 375,000 | 500,000 | — | | | Healthcare | — | 31,550 | 42,066 | — | | | Bonus | — | — | 200,000 | — | | | Option Awards | — | — | 5,799,120 | — | | | Stock Awards | — | — | 4,608,058 | — | | | Total | — | 406,550 | 11,149,244 | — | | Arturo Molina, M.D., M.S., F.A.C.P. | | | | | | | | Base Salary | — | 429,000 | 572,000 | — | | | Healthcare | — | 44,815 | 59,753 | — | | | Bonus | — | — | 228,800 | — | | | Option Awards | — | — | 7,803,605 | — | | | Stock Awards | — | — | 5,672,209 | — | | | Total | — | 473,815 | 14,336,367 | — |
CEO Pay Ratio
CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to calculate and disclose the median of the annual total compensation of all of our employees (excluding our CEO, Dr. Patel), the annual total compensation of Dr. Patel, and the ratio of these two amounts. Our median employee was identified using the entire population of our employees located in the United States as of December 31, 2025, based on a consistently applied compensation measure, or CACM, that reasonably reflects the annual compensation of our employees. The CACM selected by us for our disclosure was gross compensation as reported on each employee’s Form W-2 for calendar year 2025. As of December 31, 2025, we had 124 total employees, including 122 employees located in the United States and 2 employees located in Australia, which we excluded in accordance with SEC rules. Based on the CACM methodology described above, we identified the median employee and calculated the fiscal 2025 compensation for this selected employee in the same manner we determine the annual total compensation of our NEOs for purposes of the Summary Compensation Table. The median of the annual total compensation of all our employees was $428,422. Dr. Patel’s fiscal 2025 annual total compensation as disclosed in the 2025 Summary Compensation Table was $12,871,506. As a result, our CEO to median employee pay ratio for fiscal 2025 is 30:1. This pay ratio is a reasonable estimate calculated by a method consistent with the SEC requirements, described above, based on our payroll and employment records. As a result of a variety of factors, including employee populations, potential differences in the components used for the CACM, compensation philosophies and certain assumptions, pay ratios reported by other companies may not be comparable to our pay ratio. The pay ratio is not utilized by our management or our Compensation Committee for compensation-related decisions.
Pay Versus Performance
Pay Versus Performance 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, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.
Pay Versus Performance
| | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return (“TSR”)(5) | Peer Group TSR(6) | Net Income (Loss)(7) | Company- Selected Measure(8) | | 2025 | $12,871,506 | $46,067,357 | $3,676,360 | $11,656,772 | $433.23 | $124.75 | $(130,148,985) | N/A | | 2024 | $9,473,819 | $17,934,338 | $3,003,533 | $5,176,453 | $191.47 | $93.49 | $275,188,347 | N/A | | 2023 | $7,067,572 | $15,327,386 | $1,809,202 | $4,027,890 | $113.74 | $94.03 | $(78,955,225) | N/A | | 2022 | $5,993,238 | $(5,174,369) | $2,466,805 | $(1,687,548) | $54.12 | $89.90 | $(127,393,315) | N/A | | 2021 | $5,544,733 | $12,111,993 | $2,222,969 | $4,761,991 | $169.64 | $100.02 | $(125,550,748) | N/A |
Pay Versus Performance
(1) The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below for the most recent fiscal year. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
Pay Versus Performance
| Compensation Actually Paid to PEO | 2025 | | Summary Compensation Table Total | $12,871,506 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (11,457,214) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 20,697,430 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | 1,579,856 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 17,571,587 | | Plus (less), change in fair value from prior fiscal year end to vesting date of equity awards granted in prior years that vested in the year | 4,804,192 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation Actually Paid to PEO | $46,067,357 |
Pay Versus Performance
(3) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are Dr. Molina and Mr. Ali for 2025, Drs. Gupta and Molina and Mr. Ali for 2024, Dr. Gupta and Mr. Ali for 2023, and Dr. Gupta and Dr. David Y. Liu, Ph.D., for 2022 and 2021. The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, these amounts reflect “Total” as set forth in the Summary Compensation Table for each year, adjusted as shown below for the most recent fiscal year. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
Pay Versus Performance
| Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Average Summary Compensation Table | $3,676,360 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (2,788,243) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 5,036,223 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | 384,694 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | 4,353,166 | | Plus (less), average change in fair value from prior fiscal year end to vesting date of equity awards granted in prior years that vested in the year | 994,572 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Average Compensation Actually Paid to Non-PEO NEOs | $11,656,772 |
Pay Versus Performance
(5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. (6) The peer group used for this purpose is the Nasdaq Biotechnology Index. (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. (8) The Company does not use any financial performance measures to link executive compensation actually paid to Company performance. Consequently, no “Company Selected Measure” is included in the table above.
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table Our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance and therefore do not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid, Cumulative TSR, and Peer Group TSR
Compensation Actually Paid, Cumulative TSR, and Peer Group TSR
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss)
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of non-employee directors of the Company during the fiscal year:
NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025
NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025
NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025
| Name | Fee Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Bryan Giraudo | 32,016 | 199,967 | 199,833 | — | 431,816 | | Sarah A. O’Dowd | 36,717 | 199,967 | 199,833 | — | 436,517 | | Harold E. Selick, Ph.D. | 28,266 | 199,967 | 199,833 | — | 428,066 | | William D. Waddill | 32,016 | 199,967 | 199,833 | — | 431,816 | | Lewis T. Williams, M.D., Ph.D. | 32,016 | 199,967 | 199,833 | — | 431,816 |
NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025
(1) For fiscal year 2024, a number of stock options for non-employee directors with a targeted value at the time of measurement of somewhat less than $400,000 were approved prior to the grant date. Due to a change in the Company’s stock price between the measurement date and the grant date, the grant-date fair value of the awards was $471,734 on a per-director basis. To adjust for this, and in light of the annual aggregate director compensation limits in the Company’s 2016 Equity Incentive Plan, the Board implemented a corresponding one-time reduction in 2025 to the non-employee director cash compensation. The reduction for each non-employee director’s 2025 cash compensation is equal to the amount by which the director’s 2024 total compensation exceeded $500,000. (2) The amounts in the “Stock Awards” and “Option Awards” column reflect the aggregate grant date fair value of restricted stock units and stock options granted during the calendar year, in each case computed in accordance with the provisions of ASC 718, Compensation — Stock Compensation. The valuation assumptions used in determining such amounts are described in the notes to the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting of the restricted stock units or stock options, the exercise of the stock options, or the sale of the common stock underlying such awards. (3) The aggregate number of restricted stock unit and stock option awards for each non-employee director that were outstanding as of the end of fiscal year 2025 is shown in the table below. Our non-employee directors did not hold any other outstanding stock awards as of such date.
NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025
| Name | Aggregate Number of RSUs Outstanding as of December 31, 2025 | Aggregate Number of Option Awards Outstanding as of December 31, 2025 | | Bryan Giraudo | 5,130 | 163,284 | | Sarah A. O’Dowd | 5,130 | 130,284 | | Harold E. Selick, Ph.D. | 5,130 | 189,583 | | William D. Waddill | 5,130 | 127,284 | | Lewis T. Williams, M.D., Ph.D. | 5,130 | 163,284 |
NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025
In September 2016, the Board adopted a non-employee director compensation policy. The Compensation Committee made certain changes to the non-employee director compensation policy effective as of January 1, 2020, May 16, 2022, January 1, 2023 (to increase the number of options granted as part of the annual equity award from 20,000 to 30,000), October 26, 2023 (to increase the number of options granted as part of the initial equity award from 30,000 to 45,000) January 1, 2024 (to reduce the number of options granted as part of the annual equity award from 30,000 to 25,700), and January 1, 2025 (to increase the annual Board service retainer for non-employee directors other than the non-executive chairperson from $40,000 to $45,000 and adjust the annual equity award program to provide for awards with a target value equal to $400,000, 50% of which is in the form of stock options and 50% of which is in the form of restricted stock units). Pursuant to this policy, the Company compensates its non-employee directors with a combination of cash and equity. The annual cash compensation contained in this policy, set forth below, is payable in equal quarterly installments, in advance during the last month of each quarter in which service occurred, prorated for any months of partial service. Annual Board Service Retainer: • Non-employee directors other than the non-executive chairperson: $45,000 • Non-executive chairperson: $75,000 • Annual Committee Service Retainer (Chairperson): • Chairperson of the Audit Committee: $20,000 • Chairperson of the Compensation Committee: $15,000 • Chairperson of the Nominating and Corporate Governance Committee: $10,000 • Chairperson of the Research Committee: $10,000 • Annual Committee Service Retainer (Non-Chairperson): • Audit Committee: $10,000 • Compensation Committee: $7,500 • Nominating and Corporate Governance Committee: $5,000 • Research Committee: $5,000 The Company’s non-employee director compensation policy also provides for equity compensation to each non-employee director as follows: • Initial Grant: At the time he or she joins the Board, each new non-employee director will receive an initial stock option grant to purchase 45,000 shares of common stock. The awards shall vest in equal monthly installments over three years. • Annual Grant: Each non-employee director will also be granted an award of restricted stock units and stock options, each with a target grant date fair value of $200,000. The restricted stock units shall vest 100% on the first anniversary of the date of grant and the stock option awards shall vest in equal monthly installments over twelve months. All options granted to the Company’s non-employee directors under the policy will vest in full upon the completion of a change in control.