DEF 14A of Orchestra BioMed Holdings, Inc.
Filed Apr 29, 2026 · FY20250001104659-26-051570
Nominees for Director
Nominees for Director
David P. Hochman - Chief Executive Officer, Chairman of the Board and Director
David P. Hochman - Chief Executive Officer, Chairman of the Board and Director Mr. Hochman has served as the Chairman of our Board and as our Chief Executive Officer since the closing of the Business Combination in January 2023. From May 2018 to the closing of the Business Combination, he served as Orchestra BioMed, Inc.’s Chief Executive Officer and Chairman of the Orchestra BioMed, Inc. board of directors (“Orchestra Board, Inc. Board”). He also co-founded Orchestra BioMed, Inc. and its predecessors, which predecessors are now our wholly-owned subsidiaries, Caliber Therapeutics, LLC (“Caliber”), BackBeat Medical, LLC (“BackBeat”) and FreeHold Surgical, LLC (“FreeHold”). Mr. Hochman served as a member of the boards of directors of Caliber, FreeHold and BackBeat from December 2008, December 2010 and June 2010, respectively, until November 2018. He also served as BackBeat’s President from its inception in June 2010 until May 2018. Mr. Hochman served as a board observer of Vivasure Medical Limited from 2019 until January 2026, when it was acquired by Haemonetics Corporation (NYSE: HAE). Mr. Hochman has over 28 years of healthcare entrepreneurial, venture capital and investment banking experience. From 2006 until December 2019, he co-founded and was Managing Partner of Orchestra Medical Ventures, LLC (“OMV”), a medical technology venture capital firm. Funds managed by OMV were stockholders of Orchestra Medical, Inc. prior to their dissolution. From December 2009 to until its purchase by Orchestra BioMed, Inc. in December 2019, Mr. Hochman served as President and a board member of Accelerated Technologies, Inc., a medical device accelerator company managed by OMV that helped create the concepts for BackBeat Cardiac Neuromodulation Therapy (“BackBeat CNT”), Virtue Sirolimus AngioInfusion Balloon (“Virtue SAB”), FreeHold devices, the Pure-Vu system and PerQSeal. From December 2016 to September 2023, Mr. Hochman served as a member of the board of directors of Motus GI, a former Nasdaq-listed medical technology company in which Orchestra had a strategic investment, and as its Chairman of the Board from December 2016 to April 2023. From December 2013 until September 2020, Mr. Hochman was a co-founder and board member of Corbus Pharmaceuticals Holdings, Inc. (Nasdaq: CRBP), a Nasdaq-listed clinical stage biopharmaceutical company. Prior to co-founding OMV, Mr. Hochman was Chief Executive Officer of Spencer Trask Edison Partners, LLC, an investment partnership focused on early stage healthcare companies, from 2002 to 2006. He was also Managing Director of private equity firm Spencer Trask Ventures, Inc. from 2000 to 2006, during which time he led financing transactions for over twenty early-stage companies raising over $420.0 million. From 1999 to 2006, Mr. Hochman was a board advisor of Health Dialog Services Corporation, a leader in collaborative healthcare management that was acquired in 2008 by the British United Provident Association for $750.0 million. From 2005 to 2007, he was a co-founder and board member of PROLOR Biotech, Inc., a formerly NYSE-listed biopharmaceutical company developing longer lasting versions of approved therapeutic proteins, which was purchased by Opko Health, Inc. in 2013 for over $600.0 million. He currently serves as President and a board member of the Mollie Parnis Livingston Foundation. He earned a B.A. with honors from the University of Michigan. We believe that Mr. Hochman’s role as a co-founder of Orchestra BioMed, Inc.’s predecessors and founder of Orchestra BioMed, Inc., his experience in healthcare innovation and venture capital, his leadership at other companies, including publicly-traded medical technology and biotechnology companies, his financial experience, and his extensive knowledge of our business based on his years as Chief Executive Officer provide him with the qualifications and skills to serve on our Board.
Darren R. Sherman - President, Chief Operating Officer, Director and Founder
Darren R. Sherman - President, Chief Operating Officer, Director and Founder Mr. Sherman has served as President and Chief Operating Officer and a member of our Board since the closing of the Business Combination in January 2023. From May 2018 to the closing of the Business Combination, he served as Orchestra BioMed, Inc.’s President and Chief Operating Officer and a member of the Orchestra BioMed, Inc. Board. He also co-founded Orchestra BioMed, Inc. and its predecessors, which predecessors are now our wholly-owned subsidiaries, Caliber, BackBeat and FreeHold. Mr. Sherman served as Chief Executive Officer of Caliber from 2009 to May 2018 and as Chief Executive Officer and President of FreeHold from 2012 to May 2018. He also served as a board member of Caliber, FreeHold and BackBeat from 2009, 2012 and 2010, respectively, until November 2018. From 2009 until December 2019, Mr. Sherman was Managing Partner of OMV, a medical technology venture capital firm. Funds managed by OMV were stockholders of Orchestra BioMed, Inc. prior to their dissolution. From 2009 to December 2019, Mr. Sherman also served as Chief Technical Officer of Accelerated Technologies, Inc., a medical device accelerator company managed by OMV that Orchestra acquired in December 2019. Mr. Sherman has over 25 years of management and entrepreneurial experience in the medical technology industry spanning interventional cardiology, cardiac electrophysiology, sudden cardiac death, stroke, surgery, GI, and neurovascular therapies. From 2009 until August 2016, he served on the board of directors of Vivasure Medical Limited, in which Orchestra held a strategic investment prior to its acquisition by Haemonetics Corporation (NYSE: HAE) in January 2026. He served as a director of Motus GI, a former Nasdaq-listed medical technology company in which Orchestra had a strategic investment, from December 2016 to September 2023. Prior to joining OMV, from February 2002 until March 2008, Mr. Sherman held various positions in executive management for Cordis Neurovascular, a Johnson & Johnson company that focused on leveraging technology into applications for the brain, including Executive Director of Research & Development and Director of Strategic Marketing. From January 1997 until February 2002, Mr. Sherman played an integral role in the formation and development of Revivant Corp., a company that designed, manufactured, and marketed AutoPulse and medical devices that automate cardiopulmonary resuscitation, prior to its acquisition by Zoll Medical Corporation, while working with Thomas J. Fogarty, M.D. at Fogarty Engineering Inc. From January 1995 until January 1997, Mr. Sherman held positions in research and development for Cardiac Pathways Corp., which manufactured minimally-invasive systems used to diagnose and treat cardiac tachyarrhythmias prior to its acquisition by Boston Scientific. Prior to Cardiac Pathways Corp., he worked at Baxter Healthcare, a healthcare company specializing in medical devices, pharmaceuticals and biotechnology. Mr. Sherman has authored more than 85 U.S. patents with an additional 100+ published applications. He earned a B.S. in Bioengineering from the University of California, San Diego. We believe that Mr. Sherman’s role as a co-founder of Orchestra BioMed, Inc.’s predecessors and founder of Orchestra BioMed, Inc., his experience in medical device innovation, his leadership at other companies, including medical technology companies, his product development experience, and his extensive knowledge of our business provide him with the qualifications and skills to serve on our Board. Eric S. Fain, M.D. Dr. Fain has served as a member of our Board and chairperson of the Compensation Committee since January 2023. Prior to that, he served as a director of Orchestra BioMed, Inc. from November 2018 until the consummation of the Business Combination. He previously served as a strategic advisor and a consultant to BackBeat, one of Orchestra BioMed, Inc.’s predecessors and now our wholly-owned subsidiary, from October 2017 to November 2018. Since July 2018, he has served as the President and Chief Executive Officer of Procyrion, Inc., a clinical stage medical device company developing catheter-based circulatory support technologies for congestive heart failure patients. Previously, he was the Group President of Cardiovascular and Neuromodulation at Abbott Laboratories from January 2017 until July 2017, a multinational medical devices and healthcare company, following its acquisition of medical device company St. Jude Medical, Inc. Dr. Fain became Group President of St. Jude Medical, Inc. in January 2015, where he was responsible for global sales, marketing, R&D and clinical/regulatory affairs across the entire St. Jude Medical portfolio worldwide. Dr. Fain joined St. Jude Medical in 1997 as Vice President of Systems Development as part of the company’s acquisition of Ventritex, Inc., where he had worked since 1987. He went on to become Senior Vice President of Clinical/ Regulatory Affairs for the St. Jude Medical Cardiac Rhythm Management Division (“CRMD”) in 1998. He was later promoted to Executive Vice President, Development and Clinical/Regulatory Affairs for CRMD in 2005 and then President of CRMD in 2007. Prior to his role as Group President, Dr. Fain was President of the company’s Implantable Electronic Systems Division beginning in 2012 when its CRMD and Neuromodulation Divisions merged. Dr. Fain earned an M.D. from Stanford University School of Medicine and a Sc.B. degree in applied math/biology from Brown University. We believe that Dr. Fain’s extensive senior management experience in the life sciences sector, including his service as a top executive at one of the market leading global commercial companies in the medical device sector, as well as his medical background and financial and transaction structuring experience provide him with the qualifications and skills to serve on our Board.
Continuing Directors
Continuing Directors
Chris Cleary
Chris Cleary Chris Cleary has served as a member of our Board and a member of the Audit Committee since January 2025. Since March 2024, Mr. Cleary has served as Chief Executive Officer of Biomergence Capital LLC, an advisory and consulting company. Mr. Cleary currently also serves as Chairman of Restore Medical, Inc, a medical device company focused on developing minimally invasive, catheter-based therapies for the treatment of congestive heart failure. He is also a member of the board of directors of Cirtec Medical Corporation, Pristine Surgical, LLC, Enterra Medical, Inc., and Intershunt Technologies, Inc. Prior to that, he served as Senior Vice President of Corporate Development for Medtronic plc (NYSE: MDT) (“Medtronic”), a leading global healthcare technology company, from February 2014 to March 2024, with responsibility for acquisitions, dispositions and minority investments. During 2014, Mr. Cleary led the corporate development efforts for Medtronic’s $50 billion acquisition of Covidien Group S.à.r.l. Mr. Cleary facilitated over 35 acquisitions and multiple structured and venture investments and orchestrated the $6 billion sale of Covidien Group S.à.r.l's medical supply assets to Cardinal Health Inc. (NYSE: CAH). Prior to 2014, Mr. Cleary was Chief Executive Officer of Alesia Capital Services, a management consulting firm for Fortune 500 companies, including Medtronic, Goldman Sachs, Ally, Macquarie Capital and Terex. From 1995 to 2011, Mr. Cleary led M&A teams within several businesses at GE Capital, closing acquisitions totaling more than $60 billion across over 200 transactions in the United States, Canada, Europe, Asia and Latin America. Mr. Cleary has also served as a member of the board of directors of Enterra Medical, Inc., a private medical device company since January 2022 and as a member of the board of Pristine Surgical LLC, a private medical device company, since May 2024. Mr. Cleary earned his B.A. in Biology from Colorado College. We believe that Mr. Cleary’s extensive experience in corporate development, strategic transactions, and investment in the healthcare and medical device sectors, including his leadership in major acquisitions and advisory roles for Fortune 500 companies, provides him with the qualifications and skills to serve on our Board.
Pamela Ann Connealy
Pamela Ann Connealy Ms. Connealy has served as a member of our Board and chairperson of the Audit Committee since January 2023. Prior to that, she served as a director of Orchestra BioMed, Inc. from February 2020 until the consummation of the Business Combination. She has a wealth of leadership experience in biotech finance, business operations, strategic planning and management. She had served as the Chief Financial Officer and Chief Operating Officer of Pyxis Oncology, Inc. (Nasdaq: PYXS), a clinical stage oncology company from July 2021 to July 2025. Prior to Pyxis Oncology, Ms. Connealy served as Chief Financial Officer and Chief Human Resources Officer of Immunovant, Inc. (Nasdaq: IMVT), a biotech company focused on transformative therapies for patients with autoimmune diseases, from November 2019 to September 2021. At Immunovant, Inc., Ms. Connealy led finance, investor relations and human resources. She also has served as an advisor to Perfuse Therapeutics, an early-stage company focused on ophthalmic diseases, since October 2019. Prior to Immunovant, Inc., from August 2018 to November 2019, Ms. Connealy served as Chief Financial Officer, Chief Operating Officer and Chief Human Resources Officer of Kiva Microfunds, a San Francisco-based nonprofit organization focused on expanding financial access for underserved communities. From April 2015 to June 2018, she served as Global Head of Talent at the Bill & Melinda Gates Foundation, a private foundation, where she focused on talent management, compensation, benefits and global mobility. From March 2012 to November 2013, she served as Vice President of Business Operations at Salesforce.com Inc., an enterprise software company, and from March 2002 to April 2010, she served as Vice President and Corporate Officer at Genentech, Inc., a biotechnology company focused on developing, manufacturing and commercializing medicines to treat patients with serious and life-threatening medical conditions, with roles including Chief Financial Officer of Research & Development, Head of Global Procurement and other key global operational roles. Ms. Connealy earned an M.B.A. in finance from the University of St. Thomas and a B.S. in chemistry from Gannon University and has been a member of the Healthcare Business Women Association since 2002. We believe that Ms. Connealy’s current and prior experience at leading life science companies, including as a chief financial officer, and her financial experience and expertise provide her with the qualifications and skills to serve on our Board.
David Pacitti
David Pacitti Mr. Pacitti has served as a member our Board since March 2024. Since April 2025, Mr. Pacitti has served as Chief Executive Officer of Avanos Medical, Inc. (NYSE: AVNS), a leading medical technology company. Prior to joining Avanos Medical, Inc., Mr. Pacitti served as President of Siemens Medical Solutions USA, Inc. and Head of the Americas, Siemens Healthineers, from February 2018 to March 2025. At Siemens, Mr. Pacitti was responsible for leading the marketing, sales, service, and support functions in North America and Latin America, across the entire Siemens Healthineers portfolio, including medical imaging, laboratory diagnostics, therapy solutions, and services. From October 2015 to February 2018, he served as President and Head of Healthcare, North America, Siemens Healthineers. From April 2013 to October 2015, Mr. Pacitti served as Division Vice President of U.S. Commercial Operations, Sales, and Marketing at Abbott Vascular, overseeing the company’s business in North America. As a member of the Senior Executive Staff, he worked with the CEO, CFO, and Research & Development team on business development initiatives and played pivotal roles in key launches, including Abbott Vascular’s first drug-eluting stent franchise and structural heart franchise. Prior to this position, Mr. Pacitti was Vice President of Abbott Vascular’s Commercial Operations from 2009 to 2013, and Vice President of Global Marketing from 2006 to 2009. He joined Abbott Vascular with its acquisition of Guidant Corp, where he served in positions of increasing responsibility from 1995 to 2006. Early in Mr. Pacitti’s career, he was a sales representative in Siemens’ Molecular Imaging business. Mr. Pacitti served as Board Chair for Gynesonics, from June 2021 to September 2023 and served as Board Member for Apollo Endo-Surgery from November 2017 to April 2023. He currently serves on the Boards of Advanced Medical Technology Association (AdvaMed), and the Siemens Foundation. Mr. Pacitti is also a member of the CEO Council for Growth at the Chamber of Commerce for Greater Philadelphia, the Children’s Hospital of Philadelphia Corporate Council, the Medical University of South Carolina (MUSC) President’s Advisory Group, and the NextGen Advisory Board for the University of Missouri. Mr. Pacitti earned a B.A. from Villanova University and an MBA from the University of Maryland Global Campus. We believe that Mr. Pacitti’s current and prior senior management experience, including his experience as CEO of a leading medical technology company and a president at one of the leading global commercial companies in the medical device sector, as well as his expertise in medical device marketing, sales, service and support, provide him with the qualifications and skills to serve on our Board.
Jason Aryeh
Jason Aryeh Mr. Aryeh has served as a member of our Board and chairperson of the Nominating and Corporate Governance Committee since January 2023. Prior to that, he served as a director of Orchestra BioMed, Inc. from November 2018 until the consummation of the Business Combination. He previously served as a strategic advisor to Orchestra BioMed, Inc. from July 2018 to November 2018. Mr. Aryeh is the founder and managing general partner of JALAA Equities, LP, a private investment fund focused on the biotechnology and medical device sectors, and has served in such capacity since 1997. Since September 2006, he has also served on the board of directors of Ligand Pharmaceuticals, Inc. (Nasdaq: LGND), a Nasdaq-listed biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. He currently serves as chairman of its nominating and governance committee and has previously served as a member on its compensation committee. Since March 2021, Mr. Aryeh has also served on the board of directors of Anebulo Pharmaceuticals (Nasdaq: ANEB), a Nasdaq-listed biotechnology company, where he currently serves on the audit committee. Mr. Aryeh has also served as Executive Chair of Rio Grande Renewables, LLC, a renewable energy company he co-founded, since March 2009. He has served on the board of directors of multiple public and private life sciences companies since 2006, including Novelion Therapeutics Inc., which was a Nasdaq-listed biopharmaceutical company that focused on investing in science and clinical development of therapies for rare diseases, from November 2016 to August 2018, and its predecessor, QLT Inc., from June 2013 to November 2016. He also served on the Cystic Fibrosis Foundation’s Therapeutics board of directors from 2012 to February 2019. Mr. Aryeh earned a B.A. in economics, with honors, from Colgate University. We believe that Mr. Aryeh’s finance background and extensive experience as a board member and an investor in life science companies, including his service as managing general partner of an investment fund focused on the life sciences sector and over 14 years as a board member of Ligand Pharmaceuticals, Inc., a leader in shared risk and reward partnering to drive innovation in the field of biopharmaceuticals, provide him with the qualifications and skills to serve on our Board.
John Mack
John Mack Mr. Mack has served as a member of our Board since July 2024. He most recently served as President of Cardiac Surgery for Medtronic, Inc. from November 2020 until his retirement in January 2023. Prior to that, Mr. Mack held several leadership positions at Medtronic, including Vice President and General Manager of Cardiac Surgery from April 2018 to November 2020, and Vice President of Business Development, Strategy, and Portfolio Management from April 2011 to September 2014. Mr. Mack also served as Co-Chair of Medtronic’s Joint Steering Committee, leading large-scale strategic planning and execution efforts. Since April 2025, Mr. Mack has served as an Executive Advisor to Water Street Healthcare Partners and serves on the Board of Directors of one of their portfolio companies, enableCV. Since April 2024, Mr. Mack has served as a member of the Board of Directors of the Minneapolis Heart Institute Foundation, a leading nonprofit cardiovascular and vascular research and education institution. He previously served as a Board Member of MC3 Cardiopulmonary from June 2018 to January 2023, as Board Chair of the Twin Cities American Heart Association from January 2016 to June 2021, and as a Board Member of Camp ODAYIN from January 2018 to December 2023. Mr. Mack earned a B.S. from the University of Minnesota. We believe Mr. Mack’s extensive leadership experience in the medical device industry, particularly in cardiac surgery and structural heart disease, along with his strategic planning expertise and board service, provides him with valuable insights and governance experience that qualify him to serve on our Board.
Compensation Committee
| ● | reviewing and approving, or recommending that our Board approve, the compensation of our non-employee directors; |
Identifying and Evaluating Director Nominees
Identifying and Evaluating Director Nominees Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing, evaluating and recommending candidates for nomination to our Board, including candidates to fill any vacancies that may occur. Our Nominating and Corporate Governance Committee assesses the qualifications of candidates in light of the policies and principles in our corporate governance guidelines and may also engage third-party search firms to identify director candidates. Our Nominating and Corporate Governance Committee may conduct interviews, detailed questionnaires and comprehensive background checks or use any other means that it deems appropriate to gather information to evaluate potential candidates. Based on the results of the evaluation process, our Nominating and Corporate Governance Committee recommends candidates to our Board for approval as director nominees for election to our Board. In assessing our Board, our Nominating and Corporate Governance Committee will evaluate the overall composition of our Board, our Board’s contribution as a whole and its effectiveness in serving our best interests and the best interests of our stockholders.
Non-Employee Director Compensation
Non-Employee Director Compensation As of the date of this Proxy Statement, our non-employee directors are entitled to the following compensation:
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table The following table provides information regarding the total compensation that was earned by or paid to each of our current and former non-employee directors during the year ended December 31, 2025.
Non-Employee Director Compensation Table
| Name | Year | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($)(1) | All other compensation ($) | Total ($) | | Eric S. Fain, M.D.(2) | 2025 | 95,000(3) | 85,001 | 78,999 | - | 259,000 | | Jason M. Aryeh(4) | 2025 | 62,500(5) | 85,001 | 78,999 | - | 226,500 | | Pamela Y. Connealy(6) | 2025 | 70,000(7) | 85,001 | 78,999 | - | 234,000 | | John Mack(8) | 2025 | 55,000(9) | 85,001 | 78,999 | - | 219,000 | | David Pacitti(10) | 2025 | 62,500(11) | 85,001 | 78,999 | - | 226,500 | | Chris Cleary(12) | 2025 | 50,417(13) | 205,417 | 135,664 | - | 391,498 |
Non-Employee Director Compensation Table
| (1) The amounts shown in this column represent the aggregate grant date fair value of option awards or stock awards, as applicable, granted to our non-employee directors computed in accordance with FASB ASC 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. See Note 11 to our consolidated audited financial statements for the fiscal years ended December 31, 2025 included in our Annual Report for a description of our assumptions used in the calculation. |
Non-Employee Director Compensation Table
| (2) As of December 31, 2025, Dr. Fain held stock options covering 120,190 shares of common stock and 27,422 restricted stock units. |
Non-Employee Director Compensation Table
| (3) Reflects Dr. Fain’s board fees for serving as the Lead Independent Director ($75,000) and fees for serving on the Nominating and Corporate Governance Committee ($5,000) as well as fees for serving as chairman of the Compensation Committee ($15,000). |
Non-Employee Director Compensation Table
| (4) As of December 31, 2025, Mr. Aryeh held stock options covering 115,990 shares of common stock and 27,422 restricted stock units. |
Non-Employee Director Compensation Table
| (5) Reflects Mr. Aryeh’s board fees ($45,000) and fees for serving on the Compensation Committee ($7,500) as well as fees for serving as chairman of the Nominating and Corporate Governance Committee ($10,000). |
Non-Employee Director Compensation Table
| (6) As of December 31, 2025, Ms. Connealy held stock options covering 113,215 shares of common stock and 27,422 restricted stock units. |
Non-Employee Director Compensation Table
| (7) Reflects Ms. Connealy’s board fees ($45,000) as well as fees serving on the Nominating and Corporate Governance Committee ($5,000) and serving as chairperson of the Audit Committee ($20,000). |
Non-Employee Director Compensation Table
| (8) As of December 31, 2025, Mr. Mack held stock options covering 77,534 shares of common stock and 31,996 restricted stock units. |
Non-Employee Director Compensation Table
| (9) Reflects Mr. Mack’s board fees ($45,000) as well as fees for serving on the Audit Committee ($10,000). |
Non-Employee Director Compensation Table
| (10) As of December 31, 2025, Mr. Pacitti held stock options covering 88,498 shares of common stock and 32,756 restricted stock units. |
Non-Employee Director Compensation Table
| (11) Reflects Mr. Pacitti's board fees ($45,000) as well as fees for serving on the Audit Committee ($10,000) and Compensation Committee ($7,500). |
Non-Employee Director Compensation Table
| (12) As of December 31, 2025, Mr. Cleary held stock options covering 67,539 shares of common stock and 34,590 restricted stock units. |
Non-Employee Director Compensation Table
| (13) Reflects Mr. Cleary’s board fees ($41,250) and fees for serving on the Audit Committee ($9,167). |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board is currently composed of eight members. In accordance with our Charter, our Board is divided into three staggered classes of directors. At the Annual Meeting, three Class III nominees will be up for election for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board may have the effect of delaying or preventing changes in the control of our Company.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our Named Executive Officers for the years ended December 31, 2025 and December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All other compensation ($)(5) | Total ($) | | David P. Hochman | 2025 | 595,000 | -- | 791,399 | 290,575 | 572,009 | 12,250 | 2,261,233 | | Chief Executive Officer & Chairman | 2024 | 595,000 | -- | 996,000 | -- | 309,400 | 12,075 | 1,912,475 | | Darren R. Sherman | 2025 | 495,000 | -- | 631,354 | 84,840 | 475,873 | 70,767 | 1,757,835 | | President & Chief Operating Officer | 2024 | 495,000 | 150,000(6) | 879,802 | -- | 257,400 | 12,075 | 1,794,277 | | Andrew L. Taylor | 2025 | 409,583 | -- | 439,840 | -- | 297,778 | 59,316 | 1,206,517 | | Chief Financial Officer | 2024 | 395,000 | -- | 498,000 | -- | 155,334 | 12,075 | 1,060,409 |
Summary Compensation Table
| (1) Represents the amounts paid over and above the amounts earned under the Company’s 2025 non-equity incentive plan as a result of the application of discretion by the Compensation Committee. See “—Narrative Disclosure to Summary Compensation Table—Non-Equity Incentive Compensation—2025.”(2) The amounts shown in this column represent the aggregate grant date fair value of stock awards and option awards granted to our Named Executive Officers computed in accordance with FASB ASC 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. See Note 11 to our consolidated financial statements for the fiscal year ended December 31, 2025 included in our Annual Report for a description of our assumptions used in the calculation. |
Summary Compensation Table
| (3) See “—Narrative Disclosure to Summary Compensation Table—Equity-Based Incentive Awards.” |
Summary Compensation Table
| (4) See “—Narrative Disclosure to Summary Compensation Table—Non-Equity Incentive Compensation.” |
Summary Compensation Table
| (5) The amounts in the “All Other Compensation” column for the year ended December 31, 2025 includes $12,250 related to employer matching contributions to each Named Executive Officer’s 401(k) plan. The amounts also included (i) for Mr. Sherman, $58,517 and (ii) for Mr. Taylor, $47,066 in reimbursements of payroll tax obligations related to restricted stock grants. |
Summary Compensation Table
| (6) Consists of a one-time cash bonus of $150,000 approved by the Compensation Committee on November 7, 2024, which is subject to repayment to the Company under certain circumstances. See “-Narrative Disclosure to Summary Compensation Table-Bonus.” |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding stock options and stock awards held by our Named Executive Officers as of December 31, 2025. Each of the outstanding equity awards was granted pursuant to the Orchestra BioMed, Inc. 2018 Stock Incentive Plan (the “2018 Plan”) or the Company’s 2023 Equity Incentive Plan (the “2023 Plan”).
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($/share) | Option Expiration Date | Number of Shares or Units that Have Not Vested (#) | Market Value of Shares or Units of Stock that have not Vested($)(1) | | David P. Hochman | 8/7/2018(2) | 263,821 | - | - | 4.30 | 8/7/2028 | - | - | | | 4/12/2022(2) | 37,743 | - | - | 4.06 | 4/12/2032 | - | - | | | 8/18/2022(2) | 508,397 | - | - | 10.00 | 8/18/2032 | - | - | | | 1/20/2023(3) | 116,250 | - | - | 10.00 | 1/19/2033 | - | - | | | 7/20/2023(4) | 159,841 | 72,659 | - | 7.42 | 7/17/2033 | - | - | | | 7/20/2023(5) | - | - | - | - | - | 70,000 | 290,500 | | | 5/8/2024(6) | - | - | - | - | - | 127,498 | 529,117 | | | 4/4/2025(4) | - | 147,500 | - | 2.76 | 4/4/2035 | - | - | | | 4/4/2025(10) | - | - | - | - | - | 98,333 | 408,082 | | | 8/7/2025(10) | - | - | - | - | - | 200,000 | 830,000 | | Darren R. Sherman | 8/7/2018(1) | 310,321 | - | - | 4.30 | 8/7/2028 | - | - | | | 4/12/2022(1) | 53,243 | - | - | 4.06 | 4/12/2032 | - | - | | | 8/18/2022(1) | 508,397 | - | - | 10.00 | 8/18/2032 | - | - | | | 1/20/2023(3) | 116,250 | - | - | 10.00 | 1/19/2033 | - | - | | | 7/20/2023(5) | - | - | - | - | - | 84,667 | 351,368 | | | 5/8/2024(7) | - | - | - | - | - | 112,625 | 467,394 | | | 4/4/2025(10) | - | - | - | - | - | 115,708 | 480,188 | | | 4/23/25(4) | - | - | 42,000(11) | 2.85 | 4/23/2035 | - | - | | | 8/7/25(10) | - | - | - | - | - | 120,000 | 498,000 | | Andrew L. Taylor | 7/20/2023(8) | - | - | - | - | - | 83,720 | 347,438 | | | 5/8/2024(9) | - | - | - | - | - | 63,749 | 264,558 | | | 4/4/2025(10) | - | - | - | - | - | 84,000 | 348,600 | | | 8/7/25(10) | - | - | - | - | - | 80,000 | 332,000 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The market value of these shares is based on the closing price of $4.15 per share of the common stock of the Company on the Nasdaq Global Market on December 31, 2025, the last trading day of 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) These options vest as follows: 33% fully vested at the time of the award and 67% vested on a quarterly basis over three years, with the first vesting date being the end of the first calendar quarter after the date of the award. |
Outstanding Equity Awards at Fiscal Year-End
| (3) These options were initially to be granted on August 18, 2022 and have the same vesting schedule as the options granted on August 18, 2022. Accordingly, at the time these options were granted, 51,344 options were vested, with the remaining 64,906 options vesting in equal quarterly installments over the following 10 quarterly periods. |
Outstanding Equity Awards at Fiscal Year-End
| (4) One-fourth of these awards vested 12 months from the grant date (“Vesting Commencement Date”), with the remainder vesting in equal quarterly installments over a three-year period after the Vesting Commencement Date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) One-third of these awards vest at each of 18 months, 24 months and 36 months after the date of the closing of the Business Combination. |
Outstanding Equity Awards at Fiscal Year-End
| (6) A total of 72,502 RSUs vested in on June 10, 2025, September 10, 2025, and December 10, 2025, and the remaining 127,498 RSUs will vest in equal installments on June 10, 2026, September 10, 2026, December 10, 2026, March 22, 2027, June 10, 2027, September 10, 2027, December 10, 2027, March 22, 2028 and June 10, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (7) A total of 51,528 RSUs vested in on May 25, 2025, August 25, 2025, November 25, 2025, December 22, 2025 and the remaining 112,625 RSUs will vest in equal installments on May 25, 2026, August 25, 2026, December 22, 2026, March 25, 2027, May 25, 2027, August 25, 2027, November 25, 2027, March 25, 2028 and May 25, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (8) One-third of these awards vested (or will vest) at each of 18 months, 24 months and 36 months from the date of commencement of Mr. Taylor’s employment with the Company in June 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (9) A total of 29,167 RSUs vested on May 20, 2025, August 20, 2025, November 20, 2025, December 20, 2025 and the remaining 63,749 RSUs will vest in equal installments on May 20, 2026, August 20, 2026, November 20, 2026, March 25, 2027, May 20, 2027, August 20, 2027, November 20, 2027, March 25, 2028 and May 20, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (10) One-third of these awards vest at each of 24 months, 30 months and 36 months from the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (11) Represents the Sherman Performance Options discussed above, which were still subject to the Sherman Performance Metrics at December 31, 2025. On January 28, 2026, our Compensation Committee determined that, based on the Company’s achievement against the Sherman Performance Metrics, Mr. Sherman vested in only 34,974 Sherman Performance Options, with 7,026 Sherman Performance Options not being earned. |
Pay Versus Performance
Pay Versus Performance The following table discloses the relationship between the financial performance of the Company and (i) the summary compensation actually paid (“Compensation Actually Paid”) to the Company’s Principal Executive Officer (“PEO”), and (ii) the average Compensation Actually Paid to non-PEO Named Executive Officers (“NEOs”). For further information about how we align executive compensation with the Company’s performance, see the “Executive Compensation — Narrative Disclosure to Summary Compensation Table” and the Summary Compensation Table.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) | Total Shareholder Return (Initial Value $100)(4) | Net Income (000) | | 2025 | 2,261,233 | 2,928,682 | 1,482,176 | 1,647,341 | 45.45 | $(52,701) | | 2024 | 1,912,475 | (1,973,550) | 1,427,343 | (1,654,589) | 43.81 | $(61,024) |
Pay Versus Performance
| (1) David Hochman was the PEO for each of 2025 and 2024. |
Pay Versus Performance
| (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine Compensation Actually Paid as reported in the Pay Versus Performance table. Compensation Actually Paid does not necessarily represent cash and/or equity value transferred to the applicable Named Executive Officer without restriction, but rather is a value calculated under applicable SEC rules. In general, Compensation Actually Paid is calculated as the Summary Compensation Table total compensation, adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date of such equity awards (rather than the grant date). |
Pay Versus Performance
| (3) Our non-PEO Named Executive Officers for 2025 and 2024 were Darren Sherman and Andrew Taylor. |
Pay Versus Performance
| (4) Total Shareholder Return is calculated based on a fixed investment of $100 measured from the market close on December 29, 2023 (the last trading day of 2023) through and including the end of the fiscal year for each year reported in the table.. |
Pay Versus Performance
The following tables outline the adjustments made to the compensation earned by our PEO and non-PEO Named Executive Officers, as presented in the Summary Compensation Table, to derive the Compensation Actually Paid to them.
Pay Versus Performance
| Item and Value Added (Deducted) | 2025 | 2024 | | For PEO: | | | | Summary Compensation Table Total | 2,261,233 | 1,912,475 | | Deduct: Summary Compensation Table “Stock Awards” column value | (791,399) | (996,000) | | Deduct: Summary Compensation Table “Option Awards” column value | (290,575) | __ | | Add: year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 1,705,657 | 800,000 | | Add/(Deduct): change in fair value of outstanding and unvested equity awards granted in prior years | 51,422 | (3,145,992) | | Add: vest date fair value of equity awards granted in the covered year that vested in the covered year | __ | __ | | Add/(Deduct): change in fair value of prior-year equity awards vested in the fiscal year | (7,656) | (544,033) | | Deduct: fair value at the end of prior year of awards granted in prior years that fail to meet vesting conditions | __ | __ | | Compensation Actually Paid | 2,928,982 | (1,973,550) |
Pay Versus Performance
| Item and Value Added (Deducted) | 2025 | 2024 | | For Non-PEO Named Executive Officers (Average): | | | | Summary Compensation Table Total | 1,482,176 | 1,427,343 | | Deduct: Summary Compensation Table “Stock Awards” column value | (535,597) | (688,901) | | Deduct: Summary Compensation Table “Option Awards” column value | (42,420) | __ | | Add: year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 894,914 | 553,334 | | Add/(Deduct): change in fair value of outstanding and unvested equity awards granted in prior years | 25,857 | (2,236,834) | | Add: vest date fair value of equity awards granted in the covered year that vested in the covered year | __ | __ | | Add/(Deduct): change in fair value of prior-year equity awards vested in the fiscal year | (177,589) | (709,531) | | Deduct: fair value at the end of prior year of awards granted in prior years that fail to meet vesting conditions | __ | __ | | Average Compensation Actually Paid | 1,647,341 | (1,654,589) |
Pay Versus Performance Table
Pay Versus Performance Table The illustrations below provide a graphical description of compensation actually paid (as calculated in accordance with the SEC rules) and the following measures: (i) our cumulative total shareholder return, or TSR; and (ii) our net loss. Compensation Actually Paid (Cap) and TSR As shown in the following graph, the compensation actually paid (“CAP”), to Mr. Hochman and the average amount of CAP to our Non-PEO NEOs during the periods presented are negatively correlated. We do utilize several performance measures to align executive compensation with our performance, but those tend not to be financial performance measures, such as TSR. For example, part of the compensation our named executive officers are eligible to receive consists of annual performance-based cash bonuses which are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals. Additionally, we view stock awards, which are an integral part of our executive compensation program, as related to company performance although not directly tied to TSR, because they provide value only if the market price of our common stock increases and the executive officer continues in our employment over the vesting period and, with respect to the Sherman Performance Options, the achievement of certain defined corporate goals. These stock awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. Compensation Actually Paid and Net Loss Because we are not a commercial-stage company, we do not have any recurring, significant commercial revenue during the periods presented and our company has not historically looked to net loss as a performance measure for our executive compensation program.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans.