DEF 14A of 908 Devices Inc., Apr 29, 2026

DEF 14A of 908 Devices Inc.

Filed Apr 29, 2026 · FY20250001104659-26-050795

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF CLASS III DIRECTORS Our business affairs are managed under the direction of our board of directors. Our board of directors currently consists of nine (9) directors, seven (7) of whom qualify as “independent” under the listing standards of the Nasdaq Stock Market LLC, or Nasdaq. In accordance with the terms of our Sixth Amended and Restated Certificate of Incorporation, or certificate of incorporation, and by-laws, our board of directors is divided into three classes — Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are currently divided as follows: • the Class I directors are Fenel M. Eloi, Brandi C. Vann, Ph.D. and Michele M. Leonhart, and their terms will expire at the annual meeting of stockholders to be held in 2027; • the Class II directors are Kevin J. Knopp, Ph.D., Tony J. Hunt and Mark Spoto, and their terms will expire at the annual meeting of stockholders to be held in 2028; and • the Class III directors are Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky, and their terms will expire at the Annual Meeting. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our board of directors has nominated Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky for election as the Class III directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. Following the Annual Meeting, our board of directors will continue to include nine (9) members, and we will have a classified board of directors consisting of three classes with three (3) directors each. Our certificate of incorporation and by-laws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

  2. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors The biographies of each of our nominees for election to the Board as Class III directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our board of directors possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five (5) years and their ages as of April 29, 2026.

  3. Nominees for Election as Class III Directors

    | Name | Positions and Offices held with 908 Devices | Director Since | Age | | Keith L. Crandell | Director | 2012 | 65 | | Christopher Brown, Ph.D. | Director | 2025 | 51 | | E. Kevin Hrusovsky | Director | 2013 | 65 |

  4. Nominees for Election as Class III Directors

    Keith L. Crandell has served as a member of our board of directors since June 2012. Since July 1994, Mr. Crandell has served as a managing director of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies. He currently serves on the board of directors of Twist Bioscience (NASDAQ: TWST), a company focused on silicon-based DNA writing platform with genomic tools to classify viral samples and genome engineering tools to build vaccines and previously served on the board of directors of Quanterix Corporation (NASDAQ: QTRX) from June 2007 until June 2023. He is also a director of several private companies and serves on the Entrepreneurship Advisory Board at the Polsky Center for Entrepreneurship and Innovation at the University of Chicago Booth School of Business, the University of Chicago Pritzker School of Molecular Engineering Advisory Council, and on the investment advisory board for the Partners Innovation Fund, a venture capital fund affiliated with Harvard Medical School Hospitals. Mr. Crandell has a B.S. degree in chemistry and mathematics from St. Lawrence University, an M.S. in chemistry from the University of Texas at Arlington, and an MBA from the University of Chicago. Our board of directors has concluded that Mr. Crandell possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial expertise and his substantial experience as an investor in emerging companies. Christopher Brown, Ph.D. is one of our co-founders. Since March 2025, Dr. Brown has served as Vice President of R&D Analytics at Repligen Corporation (NASDAQ: RGEN), or Repligen, following Repligen’s acquisition of the bioprocessing analytics portfolio of 908 Devices. From March 2023 through March 2025, he was our Chief Product Officer, and from February 2012 to March 2023, he was our Chief Technology Officer and Vice President of Research and Development. Prior to co-founding 908 Devices, Dr. Brown was a platform architect at Apple Inc. (NASDAQ: AAPL), leading investigations in future-gen health-technologies. Prior to Apple, from April 2010 to October 2010, he was a Senior Director at Thermo Fisher Scientific, Inc. (NYSE: TMO) and from 2005 until 2010 he was Senior Director of Product Development and Engineering at Ahura Scientific, Inc. Prior to Ahura Scientific he held roles of increasing responsibility at InLight Solutions, Inc. Dr. Brown holds a B.Sc. in Mathematics/Chemistry from Brandon University, and a Ph.D. in Chemistry from Dalhousie University where he specialized in statistical and machine learning methods for chemical data. Our board of directors has concluded that Dr. Brown possesses specific attributes that qualify him to serve as a member of our board of directors, including his scientific, operational and historical expertise gained from previously serving as our Chief Product Officer and Chief Technology Officer, and his deep understanding of our products and the science behind our products. E. Kevin Hrusovsky has served as a member of our board of directors since September 2013 and as Chairman of our board of directors since September 2020. Since April 2023, Mr. Hrusovsky has served as a venture partner of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies. Prior to this, Mr. Hrusovsky served as a director of DA32 Life Science Tech Acquisition Corp. (NASDAQ: DALS) from July 2021 to November 2023. Since January 2014, Mr. Hrusovsky has been the Founder and Chairman of Powering Precision Health Foundation, a non-profit global think tank composed of the industry’s top medical, research and financial experts. From June 2014, Mr. Hrusovsky served as Executive Chairman and, from January 2015 to April 2022, as Chairman and Chief Executive Officer of Quanterix Corporation (NASDAQ: QTRX). Mr. Hrusovsky continued to serve as Executive Chairman of the Quanterix board of directors through August 2022. Prior to joining Quanterix, Mr. Hrusovsky served as Senior Vice President of PerkinElmer, Inc. (NYSE: PKI), a company that produces analytical instruments, genetic testing and diagnostic tools, medical imaging components, software, instruments and consumables for multiple end markets from February 2012 to May 2013 and served as President of the Life Sciences and Technology business unit of PerkinElmer, Inc. from November 2011 to May 2013. From May 2013 through September 2013, he served as a consultant to PerkinElmer, Inc. Previously, Mr. Hrusovsky served as Chief Executive Officer and President of Caliper Life Sciences, Inc., a life sciences company that developed and sold lab automation equipment, from July 2003 to November 2011 when it was acquired by PerkinElmer, Inc. Prior to that, he served as Chief Executive Officer and President of Zymark (later sold to Caliper Technologies Corp.), a company that provided laboratory automation, robotics, and liquid handling solutions, and Director of International Business, Agricultural Chemical Division, and President of the Pharmaceutical Division for FMC Corporation (NYSE: FMC), a chemical manufacturing company. He also held several management positions at E.I. DuPont de Nemours (NYSE: DD), a chemical manufacturing company. Mr. Hrusovsky has a B.S. in mechanical engineering from Ohio State University and an MBA from Ohio University. Our board of directors has concluded that Mr. Hrusovsky possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial expertise, operational expertise and his substantial experience as a President and Chief Executive Officer. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if a nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The nominees receiving the highest number of votes properly cast “FOR” election of each class of directors, or a “plurality” of the votes properly cast, will be elected as directors. Our board of directors recommends voting “FOR” the election of Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky as the Class III directors, each to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our directors continuing in office and sets forth their principal occupation and business experience during the last five (5) years and their ages as of April 29, 2026.

  6. Directors Continuing in Office

    | Name | Positions and Offices held with 908 Devices | Director Since | Class and Year in Which Term Will Expire | Age | | Fenel M. Eloi | Director | 2021 | Class I — 2027 | 68 | | Brandi C. Vann, Ph.D. | Director | 2025 | Class I — 2027 | 47 | | Michele M. Leonhart | Director | 2024 | Class I — 2027 | 70 | | Kevin J. Knopp, Ph.D. | President, Chief Executive Officer and Director | 2012 | Class II — 2028 | 53 | | Tony J. Hunt | Director | 2022 | Class II — 2028 | 62 | | Mark Spoto | Director | 2012 | Class II — 2028 | 57 |

  7. Class I Directors (Term Expires at 2027 Annual Meeting)

    Class I Directors (Term Expires at 2027 Annual Meeting) Fenel M. Eloi has served as a member of our board of directors since February 2021. Mr. Eloi is a highly seasoned life science executive experienced in leading the transformation of small and mid-size companies to large operating global organizations. During his professional career, Mr. Eloi has scaled up operations, expanded businesses both organically and through strategic partnerships and completed a number of public and private financing transactions. He was most recently the Chief Financial Officer and then Chief Operating Officer of Cell Signaling Technology, Inc. from September 2005 to March 2018, a privately held life sciences company, where he oversaw significant growth of the business over a period of twelve (12) years and provided leadership in the transformation of the company to a global operation. Prior to that, he was the Chief Operating Officer and Chief Financial Officer of Interleukin Genetics, Inc., a formerly Nasdaq-listed diagnostic company, for five (5) years. Prior to Interleukin, he was Chief Financial Officer at LifeCell Corp and Genome Therapeutics Corp, both formerly Nasdaq-listed companies, for a combined period of twelve (12) years. Mr. Eloi currently serves on the board of directors and as a member of the Audit Committee of Standard BioTools Inc. (NASDAQ: LAB), a developer of proprietary mass cytometry and microfluidics technologies which enable biomedical research. He serves on the board of directors and as Chair of the Audit Committee of MitoTherapeutix, a privately held drug development biotech company. Mr. Eloi also serves on the board of directors of each of New England Biolabs, a privately held company focused on the discovery and production of enzymes for molecular biology applications, Vaxess Technologies Inc., a privately held developer of novel technologies for improved efficacy and simplified access for vaccines and therapeutics, and VIC Technology Venture Development. He is a Managing Partner at P&M Capital Partners. Mr. Eloi previously served on the board of Cell Signaling Technology, Inc., a reagents company, and BioHelix Corporation, a diagnostics company. Mr. Eloi has an MBA from Anna Maria College and a B.A. in Business and Finance from Lee University. Our board of directors has concluded that Mr. Eloi possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial and operational expertise and his extensive knowledge and experience as an executive scaling life science companies. Brandi C. Vann, Ph.D. has served as a member of our board of directors since August 2025. In March 2026, Dr. Vann began serving as the Vice President and Chief Strategy Officer at the Charles Stark Draper Laboratories, or Draper, and prior to that, she served as the Principal Director for Strategic Implementation at Draper from July 2025 to March 2026. Prior to joining Draper, Dr. Vann spent over fifteen (15) years serving various roles at the U.S. Department of Defense, including performing the duties of Assistant Secretary of Defense for Nuclear, Chemical, and Biological Defense Programs from April 2024 to July 2025, Principal Deputy Assistant Secretary of Defense for Nuclear, Chemical, and Biological Defense Programs from January 2022 to July 2025, Deputy Assistant Secretary of Defense for Chemical and Biological Defense from September 2019 to February 2022, and Acting Assistant Secretary of Defense for Nuclear, Chemical, and Biological Defense Programs from January 2021 to July 2021. Prior to this, Dr. Vann held positions at the Defense Threat Reduction Agency, leading efforts for characterization of and medical countermeasure development of advanced and emerging chemical and biological threats, as a Visiting Scientist at the Federal Bureau of Investigation, and as Director of Laboratories at Nephron Pharmaceuticals Corporation. As a career member of the Senior Executive Service, she was awarded the 2023 Meritorious Presidential Rank Award. Dr. Vann received her Ph.D. in Chemistry from the University of South Carolina where she studied analytical chemistry and applied statistics. Our board of directors has concluded that Dr. Vann possesses specific attributes that qualify her to serve as a member of our board of directors, including her long and extensive experience serving at the Department of Defense, her technical expertise around the defense of chemical, nuclear and biological threats, and her understanding of our federal customer base. Michele M. Leonhart has served as a member of our board of directors since June 2024. Ms. Leonhart is the former Administrator of the U.S. Drug Enforcement Administration, or DEA, having been confirmed by the U.S. Senate in December 2010 and serving until her retirement in May 2015. She was the first female career federal law enforcement agent to ever lead a federal law enforcement agency. Ms. Leonhart’s 34-year career in the DEA encompassed various positions with increasing levels of responsibility, including Special Agent in Charge of the Los Angeles Field Division from 1998 to 2003, Deputy Administrator (nominated by President Bush) from 2003 to 2007, Acting Administrator from 2007 to 2010, and then Administrator (nominated by President Obama) of the $2.4 billion agency. In this capacity, she was responsible for all enforcement, intelligence, laboratory, administrative, and regulatory operations, and oversaw 9,000 employees around the globe in 227 domestic offices and 86 foreign offices. Ms. Leonhart serves on the boards of several non-profit organizations. She is Chair of the board of directors of D.A.R.E America/D.A.R.E International and Chair of the board of directors of the DEA Educational Foundation. She is a board member of the DEA Survivor Benefit Fund and a leadership council member of the Foundation for Drug Policy Solutions. She is also a member of the narcotics and dangerous drugs committee of the International Association of Chiefs of Police (IACP), a not-for-profit organization. Ms. Leonhart is the recipient of numerous awards and commendations, including the Presidential Distinguished Rank Award, and twice received the Presidential Rank Award for Meritorious Service. She received her bachelor’s degree in criminal justice from Bemidji State University in Minnesota and attended Boston University’s Leadership Institute. Our board of directors has concluded that Ms. Leonhart possesses specific attributes that qualify her to serve as a member of our board of directors, including her financial and operational expertise and her extensive knowledge and experience in drug enforcement and as an executive in the Federal government.

  8. Class II Directors (Term Expires at 2028 Annual Meeting)

    Class II Directors (Term Expires at 2028 Annual Meeting) Kevin J. Knopp, Ph.D. has been our Co-Founder, President and Chief Executive Officer, and a member of our board of directors, since February 2012. Prior to that, Dr. Knopp served as Vice President and Site Leader of the Portable Optical Analysis division of Thermo Fisher Scientific Inc. (NYSE: TMO) following the acquisition of Ahura Scientific, Inc., a company he co-founded in 2002 that commercialized handheld optical spectrometers for a range of applications in the pharmaceutical and security markets. Dr. Knopp earned a B.S. in Electrical Engineering from Boston University, and his M.S. and Ph.D. degrees from the University of Colorado at Boulder. Our board of directors has concluded that Dr. Knopp is qualified to serve as a director because of his operational and historical expertise gained from serving as our President and Chief Executive Officer, and his extensive professional and educational experience in the analytical tools and instrumentation industry. Tony J. Hunt has served as a member of our board of directors since March 2022. Mr. Hunt was the Executive Chairman of the board of directors of Repligen, a publicly traded bioprocessing-focused life sciences company, from September 2024 through March 2026. He joined Repligen in May 2014 as Chief Operating Officer, overseeing commercial and manufacturing operations and was named President and CEO in May 2015. Prior to Repligen, Mr. Hunt was President of Bioproduction at Life Technologies, a global life sciences company, which was acquired by Thermo Fisher Scientific in 2014. He joined Life Technologies in 2008, serving as General Manager of Bioproduction Chromatography and Pharma Analytics before being named President of Bioproduction in 2011. From 2000 to 2008, Mr. Hunt was with Applied Biosystems as Senior Director of Pharma Programs where he launched the pharmaceutical analytics business that in 2008 became a part of the bioproduction platform at Life Technologies. Mr. Hunt currently serves on the board of directors of BioLife Solutions, Inc. (NASDAQ: BLFS), a developer and supplier of bioproduction tools and services for the cell and gene therapy market, and Ori Biotech, a private company developing next generation cell and gene therapy manufacturing technology. Mr. Hunt holds a B.S. in microbiology and an M.S. in biotechnology from University College in Galway, Ireland, and an MBA from Boston University School of Management. Our board of directors has concluded that Mr. Hunt is qualified to serve as a director because of his deep understanding of the markets we serve. Mark Spoto has served as a member of our board of directors since June 2012. Mr. Spoto is a Co-Founder and Managing Partner at Razor’s Edge Ventures, a multi-stage investment firm that invests in technology companies solving significant challenges in national security and high-growth commercial markets where he has been a partner since 2011. Prior to Razor’s Edge, Mr. Spoto was a partner at the national technology law firm of Cooley LLP. Mr. Spoto serves on the boards of directors of several private companies, including BlackVe, HawkEye 360, X-Bow Systems and mPower Technology. Mr. Spoto holds a B.S. in Aerospace Engineering from Boston University and a J.D. from Georgetown University Law Center. Our board of directors has concluded that Mr. Spoto possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial and investment expertise and his significant legal, managerial and corporate governance expertise. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries. PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 Stockholders are being asked to ratify the appointment by the audit committee of the board of directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 2013. The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder approval is not required to appoint PricewaterhouseCoopers LLP as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of PricewaterhouseCoopers LLP to the stockholders for ratification is good corporate governance. A majority of the votes properly cast is required in order to ratify the appointment of PricewaterhouseCoopers LLP. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain PricewaterhouseCoopers LLP. If the selection of PricewaterhouseCoopers LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of 908 Devices and its stockholders. A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

  9. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

  10. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Bonus ($)(4) | All Other Compensation ($)(5) | Total ($) | | Kevin J. Knopp, Ph.D. President and Chief Executive Officer | 2025 | 500,000 | 393,751 | 131,251 | 525,000 | — | 3,500 | 1,553,502 | | | 2024 | 497,788 | 500,006 | 500,000 | 492,000 | — | 3,500 | 1,993,294 | | Joseph H. Griffith IV Chief Financial Officer and Treasurer | 2025 | 378,352 | 258,228 | 86,075 | 214,904 | 200,000 | 3,500 | 1,141,059 | | | 2024 | 377,065 | 331,059 | 331,058 | 195,457 | — | 3,500 | 1,238,139 | | Mark S. Levine(6) Chief Legal and Administrative Officer and Secretary | 2025 | 21,635 | 656,257 | 656,254 | — | — | — | 1,334,146 | | | 2024 | — | — | — | — | — | — | — |

  11. 2025 Summary Compensation Table

    (1) The amounts shown reflect the grant date fair value of RSUs granted during the fiscal year indicated. The grant date fair value was computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 15 to the financial statements in our 2025 Annual Report on Form 10-K filed with the SEC on March 9, 2026 regarding assumptions we made in determining the fair value of RSUs granted in 2025. The amounts reported above do not represent the ultimate value that may be realized by each named executive officer upon the settlement of the RSUs on the subsequent sale of such shares. (2) The amounts shown reflect the grant date fair value of option awards granted during the fiscal year indicated. The grant date fair value was computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 15 to the financial statements in our 2025 Annual Report on Form 10-K filed with the SEC on March 9, 2026 regarding assumptions we made in determining the fair value of option awards granted in 2025. The amounts reported above do not represent the ultimate value that may be realized by each named executive officer upon exercise of the option or the subsequent sale of such shares. (3) The amounts shown for 2025 represent cash bonuses earned under our annual performance-based bonus plan for the year ended December 31, 2025 and paid in 2026. For more information on these bonuses, see the descriptions under “Annual Performance Bonuses” below. (4) The amount shown reflects discretionary bonus of $200,000 awarded to Mr. Griffith by the compensation committee in recognition of his extraordinary efforts and contributions towards the successful completion of the sale of our bioprocessing analytics portfolio to Repligen. For more information on this bonus, see the description under “Griffith Transaction Bonus” below. (5) The amounts reported represent 401(k) employer matching contributions. Mr. Levine was hired on December 8, 2025 and as a result was not a named executive officer in 2024. Therefore, only compensation information for the year ended December 31, 2025 is included in this table.

  12. 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 held by our named executive officers as of December 31, 2025.

  13. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | | | Option Awards(1) | | | | Stock Awards(2)(3) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Kevin J. Knopp, Ph.D. | 9/21/2020 | 122,918 | — | 3.24 | 9/21/2030 | — | — | — | — | | | 3/1/2022 | 71,661 | 3,115(4) | 16.66 | 3/1/2032 | — | — | — | — | | | 3/1/2022 | — | — | — | — | 11,255(5) | 59,089 | — | — | | | 3/1/2023 | — | — | — | — | 26,897(6) | 141,209 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 53,794(7) | 282,418.50 | | | 3/1/2024 | 42,596 | 50,341(8) | 7.35 | 2/28/2034 | — | — | — | — | | | 3/1/2024 | — | — | — | — | 51,021(9) | 267,860 | — | — | | | 3/3/2025 | — | 90,518(11) | 1.98 | 3/2/2035 | — | — | — | — | | | 3/3/2025 | — | — | — | — | 198,864(12) | 1,044,036 | — | — | | Joseph H. Griffith IV | 1/21/2019 | 5,000 | — | 1.58 | 1/20/2029 | — | — | — | — | | | 9/14/2020 | 67,604 | — | 3.24 | 9/14/2030 | — | — | — | — | | | 3/1/2022 | 32,487 | 1,412(4) | 16.66 | 3/1/2032 | — | — | — | — | | | 3/1/2022 | — | — | — | — | 5,102(5) | 26,787 | — | — | | | 3/1/2023 | 44,301 | 18,242(10) | 8.83 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 20,612(6) | 108,213 | — | — | | | 3/1/2024 | 28,204 | 33,331(8) | 7.35 | 2/28/2034 | — | — | — | — | | | 3/1/2024 | — | — | — | — | 33,781(9) | 177,350 | — | — | | | 3/3/2025 | — | 59,362(11) | 1.98 | 3/2/2035 | — | — | — | — | | | 3/3/2025 | — | — | — | — | 130,418(12) | 684,695 | — | — | | Mark S. Levine | 12/8/2025 | — | 130,468(13) | 6.68 | 12/31/2035 | — | — | — | — | | | 12/8/2025 | — | — | — | — | 98,242(14) | 515,771 | — | — |

  14. Outstanding Equity Awards at 2025 Fiscal Year End Table

    Each of the outstanding option awards in the table above granted prior to December 2020 was granted pursuant to our 2012 Stock Option and Grant Plan, as amended, or 2012 Plan. Each of the outstanding option awards in the table above granted after December 2020 was granted pursuant to our 2020 Stock Option and Incentive Plan, or 2020 Plan. (2) Each of the outstanding RSUs and PSUs in the table above was granted pursuant to our 2020 Plan. (3) The market value of the stock awards is determined by multiplying the number of RSUs or PSUs by $5.25, the closing price of our common stock on the Nasdaq Global Market on December 31, 2025, the last trading day of our last fiscal year. (4) The shares underlying this option vest, as follows: 1/4th of the shares on February 1, 2023, and 1/48th of the shares on each monthly anniversary of February 1, 2023, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (5) Represents RSUs that vest in equal annual installments over four (4) years from February 1, 2022, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (6) Represents RSUs that vest in equal annual installments over four (4) years from February 1, 2023, subject to the applicable holder’s continued service to our Company through the applicable vesting date. Represents PSUs that vest upon the achievement of the next highest performance measure, if at all, on February 1, 2026, based upon the achievement of pre-determined stock price performance metrics measured based upon the volume weighted average share price for the Company’s common stock during the fourth quarter of 2025, subject to Dr. Knopp’s continued service to the Company through the applicable vesting date. As of February 1, 2026, the performance metric was not achieved and the entire award was forfeited. The shares underlying this option vest, as follows: 1/4th of the shares on February 1, 2025, and 1/48th of the shares on each monthly anniversary of February 1, 2025, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (9) Represents RSUs that vest in equal annual installments over four (4) years from February 1, 2024, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (10) The shares underlying this option vest, as follows: 1/4th of the shares on February 1, 2024, and 1/48th of the shares on each monthly anniversary of February 1, 2024, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (11) The shares underlying this option vest, as follows: 1/3rd of the shares on February 1, 2026, and 1/24th of the shares on each monthly anniversary of February 1, 2026, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (12) Represents RSUs that vest in equal annual installments over three (3) years from February 1, 2025, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (13) The shares underlying this option vest, as follows: 1/3rd of the shares on January 1, 2027, and 1/24th of the shares on each monthly anniversary of January 1, 2027, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (14) Represents RSUs that vest in equal annual installments over three (3) years from January 1, 2026, subject to the applicable holder’s continued service to our Company through the applicable vesting date.

  15. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE We are required by SEC rules to disclose the following information regarding compensation paid to our Principal Executive Officer (the “PEO”) and our other named executive officers (collectively, the “Non-PEO NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner prescribed by the SEC rules and do not necessarily align with how we or the compensation committee view the link between our performance and pay of our named executive officers. The footnotes below set forth the adjustments from the total compensation for each of our NEOs reported in the Summary Compensation Table above. As permitted under the rules applicable to smaller reporting companies for the first year of this Pay Versus Performance disclosure, we are including two years of data and are not including a peer group total shareholder return or company-selected measure, as contemplated under Item 402(v) of Regulation S-K.

  16. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based On TSR(3) | Net Income (Loss)(4) | | 2025 | $1,553,502 | $3,048,939 | $1,237,602 | $1,624,100 | $46.79 | $19,489,000 | | 2024 | $1,993,294 | $29,389 | $1,220,015 | $(100,435) | $19.61 | $(72,206,000) |

  17. PAY VERSUS PERFORMANCE

    (1) Kevin J. Knopp, Ph.D. was our PEO for both years presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below:

  18. PAY VERSUS PERFORMANCE

    | 2024 | 2025 | | Joseph H. Griffith IV | Joseph H. Griffith IV | | Christopher Brown, Ph.D. | Mark S. Levine |

  19. PAY VERSUS PERFORMANCE

    (2) The table below provides the details regarding the manner in which compensation actually paid (“CAP”) was determined based on the summary compensation table total (“SCT Total”) amounts shown for the PEO and the Non-PEO NEOs.

  20. PAY VERSUS PERFORMANCE

    | | 2024 | | | 2025 | | | | PEO | Average Non-PEO NEOs | | PEO | Average Non-CEO PEOs | | SCT Total | $1,993,294 | | 1,220,015 | $1,553,502 | $1,237,602 | | Subtract: Reported SCT Stock Awards Value | $500,006 | | 327,101 | $393,751 | $457,243 | | Subtract: Reported SCT Option Awards Value | $500,000 | | 327,100 | $131,251 | $371,165 | | Add: fiscal year end fair value of outstanding and unvested awards granted during the fiscal year | $237,022 | | 155,059 | $1,450,462 | $985,303 | | Add: change in fair value of outstanding and unvested awards at fiscal year end from prior fiscal year end | $(1,019,075) | ($ | 618,137) | $431,658 | $167,634 | | Add: change in fair value of awards that vested during the fiscal year from the prior fiscal year end | $(181,846) | | (203,171) | $138,320 | $61,967 | | Compensation Actually Paid | $29,389 | | (100,435) | $3,048,939 | $1,624,100 |

  21. PAY VERSUS PERFORMANCE

    (3) Pursuant to SEC rules, the total stockholder return (“TSR”) figures assume an initial investment of $100 in our stock on December 31, 2023. The dollar amounts reported represent the amount of net income (loss) attributable to common stockholders reflected in the Company’s audited financial statement for the applicable year. The graphs below depict the relationship between the PEO’s CAP and the Non-PEO NEOs’ average CAP during 2024 and 2025 compared to the Company’s TSR and Net Income (Loss). All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  22. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  23. Director Compensation

    Director Compensation The table below presents the total compensation for each person who served as a non-employee director during fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2025. We reimburse members of our board of directors for reasonable travel expenses. Directors who also serve as employees receive no additional compensation for their service as directors. During fiscal year 2025, Dr. Knopp, our President and Chief Executive Officer, was a member of our board of directors, as well as an employee, and received no additional compensation for his services as a director. See the section titled “Executive Compensation” for more information about Dr. Knopp’s compensation for fiscal year 2025.

  24. Director Compensation

    | Name | Fees Earned or Paid In Cash ($)(1) | Stock Awards ($)(2)(3)(4) | Option Awards ($)(5)(6)(7) | All Other Compensation ($) | Total ($) | | Christopher Brown, Ph.D.(8) | — | — | — | — | — | | Keith L. Crandell | 67,500 | 101,257 | 33,753 | | 202,510 | | Marcia Eisenberg, Ph.D.(9) | 22,917 | — | — | | 22,917 | | Fenel M. Eloi | 65,417 | 101,257 | 33,753 | | 200,427 | | Jeffrey P. George(10) | 35,000 | 101,257 | 33,753 | | 170,010 | | E. Kevin Hrusovsky | 87,500 | 101,257 | 33,753 | | 222,510 | | Tony J. Hunt | 48,333 | 101,257 | 33,753 | | 183,343 | | Michele M. Leonhart | 40,000 | 101,257 | 33,753 | | 175,010 | | Mark Spoto | 65,000 | 101,257 | 33,753 | | 200,010 | | Brandi C. Vann, Ph.D.(11) | 16,667 | 100,004 | 99,959 | | 216,630 |

  25. Director Compensation

    (1) Amounts represent cash compensation earned during fiscal 2025 for services rendered by each member of the board of directors in accordance with the Non-Employee Director Compensation Policy. (2) Amounts shown reflect the grant date fair value of restricted stock units, or RSUs, granted during fiscal 2025. The grant date fair value was computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 15 to the financial statements in our 2025 Annual Report on Form 10-K filed with the SEC on March 9, 2026 regarding assumptions we made in determining the fair value of RSUs. Each RSU represents a contingent right to receive one share of our common stock, when vested, and the amounts reported above do not represent the ultimate value that may be realized by each director upon settlement of the RSUs or the subsequent sale of such shares. (3) During fiscal 2025, the following RSUs were granted to non-employee directors: 14,083 RSUs to each of Ms. Leonhart and Messrs. Crandell, Eloi, Hrusovsky, Hunt and Spoto on June 12, 2025, and 15,577 RSUs to Dr. Vann on August 1, 2025, each in accordance with the Non-Employee Director Compensation Policy. (4) As of December 31, 2025, non-employee directors held the following outstanding RSUs: (i) Mr. Crandell held 14,083 RSUs; (ii) Mr. Eloi held 14,083 RSUs; (iii) Mr. Hrusovsky held 14,083 RSUs; (iv) Mr. Hunt held 14,083 RSUs; (v) Ms. Leonhart held 27,054 RSUs; (vi) Mr. Spoto held 14,083 RSUs and (vii) Dr. Vann held 15,577 RSUs. Amounts shown reflect the grant date fair value of option awards granted during fiscal 2025. The grant date fair value was computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 15 to the financial statements in our 2025 Annual Report on Form 10-K filed with the SEC on March 9, 2026 regarding assumptions we made in determining the fair value of option awards. Each option represents a contingent right to purchase shares of our common stock, when vested, and the amounts reported above do not represent the ultimate value that may be realized by each director upon exercise of the option or the subsequent sale of such shares. During fiscal 2025, the following options were granted to non-employee directors: an option to purchase 6,516 shares to each of Ms. Leonhart and Messrs. Crandell, Eloi, Hrusovsky, Hunt and Spoto on June 12, 2025, and an option to purchase 20,409 shares to Dr. Vann on August 1, 2025, each in accordance with the Non-Employee Director Compensation Policy. (7) As of December 31, 2025, non-employee directors held the following outstanding options: (i) Mr. Crandell held options to purchase 59,423 shares; (ii) Dr. Eisenberg held options to purchase 39,553 shares; (iii) Mr. Eloi held options to purchase 47,575 shares; (iv) Mr. George held options to purchase 47,575 shares; (v) Mr. Hrusovsky held options to purchase 217,098 shares; (vi) Mr. Hunt held options to purchase 52,920 shares; (vii) Ms. Leonhard held options to purchase 33,326 shares; (viii) Mr. Spoto held options to purchase 59,423 shares and (ix) Dr. Vann held options to purchase 20,409 shares. (8) Dr. Brown was an employee of the Company until March 2025 and became a member of our board of directors on June 13, 2025. In connection with his appointment to our board of directors, Dr. Brown was eligible to receive prorated annual cash compensation, an initial, one-time equity award, and an annual equity award in accordance with the Company’s Non-Employee Director Compensation Policy. However, Dr. Brown waived his right to receive this compensation pursuant to such policy with respect to fiscal year ended December 31, 2025. Dr. Brown also entered into a consulting agreement with the Company (the “Brown Consulting Agreement”) to provide advisory services following his termination of employment. Please see “Consulting Agreement with Dr. Brown” below for more details. (9) Dr. Eisenberg resigned from the board of directors effective as of June 12, 2025. (10) Mr. George resigned from the board of directors effective as of July 31, 2025. (11) Dr. Vann was appointed to the board of directors on August 1, 2025. Consulting Agreement with Dr. Brown The Company and Dr. Brown entered into a Consulting Agreement with an effective date of March 17, 2025 (the “Brown Consulting Agreement”), pursuant to which Dr. Brown provides to the Company research and development and business advice, due diligence support, and institutional knowledge and program continuity, among other scientific, technical, and business-related services. Dr. Brown is not entitled to cash consideration under the Brown Consulting Agreement, but Dr. Brown’s equity in the Company continues to vest throughout the term of the Brown Consulting Agreement pursuant to its terms based on his continued service relationship with the Company. The term of the Brown Consulting Agreement is through March 17, 2027 (the “Initial Termination Date”). In addition, the Brown Consulting Agreement provides that all outstanding equity awards granted to Dr. Brown under either the 2020 Plan or the 2012 Plan will accelerate and vest in full, subject to Dr. Brown’s continued service relationship with the Company, on the earlier of (i) the Initial Termination Date, or (ii) the termination of the Brown Consulting Agreement without Cause (as defined in the Brown Consulting Agreement) within the twelve (12) months following a Change of Control (as defined in the Brown Consulting Agreement). Dr. Brown and the Company may mutually agree to extend the term of the Brown Consulting Agreement beyond the Initial Termination Date. Either the Company or Dr. Brown has the right to terminate the Brown Consulting Agreement upon ninety (90) days’ prior written notice to the non-terminating party.

  26. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors adopted a formal Non-Employee Director Compensation Policy, which was last amended in February 2026. The policy is designed to ensure that the compensation of non-employee directors aligns the directors’ interests with the long-term interests of the stockholders, that the structure of the compensation is simple, transparent and easy for stockholders to understand and that our directors are fairly compensated. This policy is also intended to provide a total compensation package that enables us to attract and retain, on a long-term basis, high-caliber individuals to serve as directors. Employee directors do not receive additional compensation for their services as directors. Under the policy, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chair of the board, and the chair of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to non-employee directors during fiscal 2025 for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  27. Non-Employee Director Compensation Policy

    | | Member Annual Retainer ($) | Chair Annual Retainer ($) | | Board of Directors | 40,000 | 40,000* | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 10,000 | 20,000 | | Nominating and Corporate Governance Committee | 7,500 | 15,000 |

  28. Non-Employee Director Compensation Policy

    * The annual fee for service as Chair of the board of directors is in addition to the annual fee for service on the board of directors, while the other chair fees are in lieu of the member fee. Under the Non-Employee Director Compensation Policy in effect during fiscal 2025, upon initial election or appointment to the board of directors, new non-employee directors received an initial, one-time equity award representing $200,000 of value on the grant date, with fifty percent (50%) of the value allocated to RSUs and fifty percent (50%) of the value allocated to a non-qualified stock option award, or NQSO. The number of RSUs issued was calculated by dividing $100,000 by the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant, and rounding up to the next whole number of shares. The number of shares subject to each NQSO granted was calculated by dividing $100,000 by the fair value calculated under FASB ASC Topic 718 (i.e., Black-Scholes Value) of an option to purchase a share of the Company’s common stock on the effective date of grant, and rounding up to the next whole number of shares. The NQSOs subject to the initial award expire ten (10) years from the date of grant and the exercise price per share of such NQSOs is the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant. The RSUs vest annually over three (3) years from the director commencement date, with pro rata vesting upon termination of service for any reason, and the NQSOs vest monthly over three (3) years from the director commencement date. Under the Non-Employee Director Compensation Policy in effect during fiscal 2025, on or about the date of each annual meeting of stockholders, each continuing non-employee director, other than a director who joined the board of directors and received an initial award within ninety (90) days of such annual meeting, was to receive an annual equity award representing $135,000 of value on the grant date, with fifty percent (50%) of the value allocated to RSUs, and fifty percent (50%) of the value allocated to NQSOs. However, for fiscal 2025, the board of directors determined it was in the best interests of the Company to provide that seventy-five percent (75%) of the $135,000 grant date value would be allocated as RSUs, and twenty-five percent (25%) would be allocated as NQSOs. Therefore, for fiscal 2025, the number of RSUs issued was calculated by dividing $101,250 by the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant and rounding up to the next whole number of shares. The number of shares subject to each NQSO granted was calculated by dividing $33,750 by the fair value calculated under FASB ASC Topic 718 (i.e., Black-Scholes Value) of an option to purchase a share of the Company’s common stock on the effective date of grant, and rounding up to the next whole number of shares. The NQSOs subject to the annual award expire ten (10) years from the date of grant and the exercise price per share of such NQSOs is the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant. The RSUs vest in full at the one (1) year anniversary of the annual meeting, or the day prior to the next annual meeting, whichever is first to occur, with pro rata vesting upon termination of service for any reason, and the NQSOs vest monthly over one (1) year from the date of the annual meeting. After consultation with Meridian and benchmarking against peers, the Non-Employee Director Compensation Policy was amended in February 2026 and, effective as of February 26, 2026, the fee to be paid to a non-employee director for service as Chair of the board of directors was increased to $50,000, and the aggregate value of the annual equity award was increased to $150,000.