DEF 14A of Innoviva, Inc.
Filed Mar 24, 2026 · FY20250001140361-26-010912
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently consists of five directors. The five nominees for election to the Board of Directors at the Annual Meeting, and their ages as of the Record Date, their positions and offices held with the Company and certain biographical information are set forth below. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. The Board of Directors unanimously recommends that you vote “FOR” all of the Board of Directors’ nominees. Each director to be elected will hold office until the next annual meeting of stockholders, or until the director’s death, resignation or removal or until they are replaced. All of the nominees listed below are currently directors of the Company and their nomination has been recommended by the Nominating/Corporate Governance Committee and approved by the Board of Directors. It is our policy to encourage nominees for director to attend the Annual Meeting. All of our five directors serving as of our 2025 annual meeting attended the meeting. All of the nominees named in this Proxy Statement have been nominated by our Board of Directors to be elected by holders of our Common Stock and each person nominated for election has agreed to serve if elected. We are not aware of any reason why any nominee would be unable to serve as a director. If a nominee for election is unable to serve, the shares represented by all valid proxies will be voted for the election of any other person that our Board of Directors may nominate as a substitute.
NOMINEES
NOMINEES
NOMINEES
| Name | Age | Positions and Offices Held With the Company | | Mark A. DiPaolo, Esq. | 55 | Director | | Jules Haimovitz | 75 | Director | | Sarah J. Schlesinger, M.D. | 66 | Director | | Derek A. Small | 50 | Director | | Pavel Raifeld | 42 | Director & | | | | Chief Executive Officer |
NOMINEES
We have determined that each of these director nominees (“nominated Director”) possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of the Board of Directors. Other specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as directors are noted below.
Nominated Directors
Nominated Directors Mark A. DiPaolo, Esq. has served as a member of our Board of Directors since February 2018 and as Chairperson of the Board of Directors since May 2023. Mr. DiPaolo is a member of the Compensation Committee of the Board of Directors (the “Compensation Committee”), a member of the Audit Committee of the Board of Directors (the “Audit Committee”) and a member of the Nominating/Corporate Governance Committee of the Board of Directors (“the Nominating/Corporate Governance Committee”). Mr. DiPaolo previously served as a member of the board of directors of Amarin Corporation plc, a publicly traded healthcare company, and currently serves as a member of the board of directors of OneIM Acquisition Corp., a blank check company, since December 2025. From May 2013 to May 2025, Mr. DiPaolo was a Senior Partner and the General Counsel of Sarissa Capital Management LP, a registered investment advisor. From 2005 to 2013, Mr. DiPaolo served as a senior member of Icahn Capital’s investment team. Prior to working with Icahn Capital, Mr. DiPaolo was an M&A attorney with Willkie Farr & Gallagher LLP. From August 2017 to September 2018, Mr. DiPaolo had been a member of the board of directors of Novelion Therapeutics, Inc., a publicly traded biopharmaceutical company. Mr. DiPaolo received his B.A. degree from Fordham University and his J.D. degree from Georgetown University. Mr. DiPaolo’s substantial experience in operations, transactions, law and corporate governance and knowledge of our field contributed to our conclusion that he should serve as a director. Jules Haimovitz has served as a member of our Board of Directors since February 2018. He is currently the chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating/Corporate Governance Committee. Mr. Haimovitz is currently President of Haimovitz Consulting, Inc. and on the board of directors of Armata Pharmaceuticals, Inc., where he previously served in the role as chairman until March 2023 and a member of its compensation committee. He previously served as a member of the board of directors of Ariad Pharmaceuticals, where he was also a member of the audit committee; Dial Global, Inc., where he was also member of the audit committee; and Imclone Pharmaceuticals, where he served as chairperson of the audit committee. Mr. Haimovitz has also served as Chief Executive Officer or Chief Operating Officer of the following companies: Spelling Entertainment, Inc., King World Productions and VJN, Inc. Mr. Haimovitz holds a B.S. (1971) and M.A. (1974) degree in Mathematics from Brooklyn College. Mr. Haimovitz has demonstrated leadership in his field, and his knowledge of financial and financing matters and his prior board service contributed to our conclusion that he should serve as a director. Sarah J. Schlesinger, M.D. has served as a member of our Board of Directors since February 2018. She is currently Chair of Nominating/Corporate Governance Committee, a member of the Compensation Committee and a member of the Audit Committee. Dr. Schlesinger is an Associate Professor of Clinical Investigation at Rockefeller University and Senior Attending Physician at Rockefeller University Hospital. Dr. Schlesinger led the Dendritic Cell section of the Division of Retrovirology at the Walter Reed Army Institute of Research and was also a member of the Division of Infectious and Parasitic Disease Pathology at the Armed Forces Institute of Pathology from 1994 to 2002. In 2002, Dr. Schlesinger rejoined Rockefeller University and began working with the International AIDS Vaccine Initiative as a Scientist in Vaccine Research and Design. Dr. Schlesinger has been a member of Rockefeller University Hospital’s Institutional Review Board (“IRB”) (Ethics Committee) since 2003 and previously served as IRB’s vice-chairperson. In 2017 she assumed the position of chairperson of the IRB. She is currently the director of the education and training programs at Rockefeller University Center for Clinical and Translational Science and serves on the Medical Staff Executive Committee of Rockefeller University Hospital. Dr. Schlesinger currently serves on the board of directors at Armata Pharmaceuticals, Inc. and as the chairman of its nominating/corporate governance committee and as a member of its compensation committee and also serves on the board of two non-profits: The Albert Einstein College of Medicine and The Hastings Center, the pre-eminent center for the study of bioethics. Dr. Schlesinger served as an independent corporate director of Ariad Pharmaceuticals from 2013 until its sale to Takeda Pharmaceutical Company Limited in 2017. Dr. Schlesinger has a B.A. degree from Wellesley College and a M.D. from Rush Medical College in Chicago, Illinois. Dr. Schlesinger has demonstrated leadership in her field and her substantial knowledge of our industry contributed to our conclusion that she should serve as a director. Derek A. Small has served as a member of our Board of Directors since April 2024. Mr. Small is currently the Chair of the Compensation Committee, a member of the Audit Committee and a member of the Nominating/Corporate Governance Committee. He is a Managing Director at Luson Bioventures, a biopharmaceutical venture creation firm, which he founded in 2007. Mr. Small has served as chief executive officer or chairman of seven of Luson Bioventures’s new ventures, and he is currently co-founder, chairman, and chief executive officer of Monument Biosciences, and co-founder, chief executive officer and a member of the board of directors of Syndeio Biosciences, Inc. (formerly known as Gate Neurosciences, Inc.); both are privately held portfolio venture creations of Luson Bioventures. Previously, Mr. Small co-founded an infectious disease and GI focused company called Assembly Biosciences (Nasdaq: ASMB), serving as president and chief executive officer through 2019, and continued on the board of directors of Assembly Biosciences until 2020. During this time, Mr. Small also served as founder and chief executive officer of Assembly China, which developed and commercialized Assembly China’s novel Hepatitis B therapies in Asia. From 2008 to 2014, Mr. Small served as a founding director, president and chief executive officer of Naurex, Inc., a privately held company developing novel therapies for central nervous system and psychiatry disorders. In 2014, Naurex’s clinical assets were acquired by Allergan. Naurex Inc.’s preclinical programs formed the basis for a spinout company, Aptinyx, Inc. (Nasdaq: APTX). From 2008 to 2012, Mr. Small served as a founding director, president and chief executive officer of privately held biotechnology company Coferon, Inc., which is developing a novel self-assembling chemistry platform with transformative potential. Mr. Small currently serves on the board of directors for Biocrossroads, a non-profit life sciences organization, and other private companies, and serves as an advisor to multiple academic institutions. Mr. Small received a B.S. degree in business from Franklin College and studied global business at Harlaxton College in England. Mr. Small has demonstrated leadership in his field, his knowledge of our industry and experience in our industry contributed to our conclusion that he should serve as a director.
Nominated Directors
Pavel Raifeld, CFA, was appointed to the position of Chief Executive Officer of the Company in 2020 and has served as a member of the Company’s Board of Directors since May 2025. Prior to his appointment, Mr. Raifeld served on the investment team at Sarissa Capital Management LP, an investment management firm focused on improving strategies of companies to enhance shareholder value. Earlier, he was a senior member of the healthcare investment banking team at Credit Suisse Securities (USA) LLC. Previously, Mr. Raifeld worked as a consultant, primarily specializing in advising biopharmaceutical companies, at McKinsey & Company, Inc. and The Boston Consulting Group Ltd. Mr. Raifeld earned an A.B. degree from Harvard University and an MBA degree from Columbia University. Mr. Raifeld has demonstrated leadership in his field, and his knowledge of financial and financing matters contributed to our conclusion that he should serve as a director.
Required Vote for Proposal 1
Required Vote for Proposal 1 The affirmative vote of a majority of the votes cast at the Annual Meeting is required for the election of each of the director nominees. You may vote “FOR” or “AGAINST” on each of the nominees for election as director. Shares represented by signed proxy cards will be voted on Proposal 1 “FOR” the election of Messrs. DiPaolo, Small, Raifeld, Haimovitz and Dr. Schlesinger to the Board of Directors at the Annual Meeting, unless otherwise marked on the card. Pursuant to our Amended and Restated Bylaws, a majority of votes cast means that the number of votes cast “FOR” a director’s election must exceed fifty percent (50%) of the number of votes cast with respect to that director’s election. For this purpose, votes cast shall exclude abstentions and broker non-votes. A broker non-vote with respect to the election of a director will not be voted with respect to such director, although it will be counted for purposes of determining whether there is a quorum. Pursuant to our Corporate Governance Guidelines, as amended, each of Messrs. DiPaolo, Small, Haimovitz, Raifeld and Dr. Schlesinger have tendered an irrevocable, conditional resignation that will be effective only upon both (i) the failure of such director to receive the required vote at the Annual Meeting for reelection and (ii) our Board of Directors’ acceptance of such resignation. If any of the director nominees fail to receive the required vote for reelection, the Nominating/Corporate Governance Committee will act on an expedited basis to determine whether to accept such director’s resignation, and it will submit its recommendation for prompt consideration by our Board of Directors. The Nominating/Corporate Governance Committee and the Board of Directors may consider any factors they deem relevant in deciding whether to accept a director’s resignation. See “Election of Directors - Majority Voting Bylaw” below for more information.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE COMPANY’S NOMINEES.
INDEPENDENCE OF THE BOARD OF DIRECTORS
INDEPENDENCE OF THE BOARD OF DIRECTORS As required under the listing standards of The Nasdaq Global Market (“Nasdaq”), a majority of the members of a Nasdaq-listed company’s board of directors must qualify as “independent,” as affirmatively determined by its board of directors. Our Board of Directors consults with counsel to ensure that the Board of Directors’ determinations are consistent with all relevant laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Management and counsel have reviewed the directors’ responses to a questionnaire asking about their transactions, relationships and arrangements with the Company (and those of their immediate family members) and other potential conflicts of interest. Other than as set forth in this Proxy Statement, these questionnaires did not disclose any transactions, relationships or arrangements that question the independence of our directors. After reviewing this information, our Board of Directors affirmatively determined that each of Messrs. DiPaolo, Haimovitz and Small and Dr. Schlesinger are independent directors within the meaning of the applicable Nasdaq listing standards.
ELECTION OF DIRECTORS - MAJORITY VOTING BYLAW
ELECTION OF DIRECTORS - MAJORITY VOTING BYLAW Our Bylaws contain a majority voting standard in uncontested elections of directors. The majority voting standard provides that a director shall be elected to the Board of Directors by the vote of the majority of the votes cast at any meeting for the election of directors at which a quorum is present. Under such a “majority voting standard,” the number of votes cast “For” the election of a nominee must exceed fifty percent (50%) of the number of votes cast with respect to that nominee’s election. Under a majority voting standard, abstentions and broker non-votes would not be counted as votes cast either “For” or “Against” a director’s election and will thus have no effect in determining whether the requisite vote had been obtained. However, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting held for the election of directors at which a quorum is present. A contested election means any election of directors for which the Secretary of the Company determined that the number of nominees for director exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting. In a contested election, stockholders shall not be permitted to vote against any nominee. Pursuant to our Corporate Governance Guidelines, as amended, the Board of Directors shall nominate for election or reelection as director only candidates who have tendered, in advance of such nomination, an irrevocable, conditional resignation that will be effective only upon both (i) the failure to receive the required vote at the next stockholders’ meeting at which such person faces reelection and (ii) the Board of Directors’ acceptance of such resignation. In addition, the Board of Directors shall fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board of Directors, the same form of resignation tendered by other directors in accordance with our Corporate Governance Guidelines, as amended. Under the Corporate Governance Guidelines, as amended, if an incumbent director fails to receive the required vote for reelection, the Nominating/Corporate Governance Committee will act on an expedited basis to determine whether to recommend that the Board of Directors accept such director’s irrevocable, conditional resignation, and the Nominating/Corporate Governance Committee shall submit such recommendation for prompt consideration by the Board of Directors. The Board of Directors shall decide whether to accept such resignation and shall promptly disclose and explain its decision in a Current Report on Form 8-K (or successor form) filed with the SEC within ninety (90) days after the date the results of the relevant election are certified by the inspector of elections. An incumbent director whose resignation is under consideration shall abstain from participating in the Nominating/Corporate Governance Committee’s deliberations and recommendation regarding such resignation as well as the Board of Directors’ deliberations and its decision regarding such resignation. The Nominating/Corporate Governance Committee may consider any factors it deems relevant in deciding whether to recommend that the Board of Directors accept a director’s resignation. In deciding whether to accept a director’s resignation, the Board of Directors shall consider the recommendation of the Nominating/ Corporate Governance Committee, the factors considered by the Nominating/Corporate Governance Committee and any additional information and factors that the Board of Directors believes to be relevant. If the incumbent director’s resignation is not accepted by the Board of Directors, he or she shall continue to serve until his or her successor is elected and qualified, or until sooner displaced. If the Board of Directors accepts such an incumbent director’s resignation or if a nominee who failed to receive the required vote is not an incumbent director, the Board of Directors may fill the resulting vacancy or decrease the size of the Board of Directors in accordance with the Company’s Bylaws.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. The Chairperson of the Board of Directors typically presides over these executive sessions. The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating/Corporate Governance Committee. The following table provides membership for and meeting information for each of the Board of Directors’ committees during 2025:
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
| Director | Audit | Compensation | Nominating/ Corporate Governance | | Mark A. DiPaolo, Esq. | X | X | X | | Jules Haimovitz | X | X | X | | Sarah J. Schlesinger, M.D. | X | X | X | | Derek A. Small | X | X | X | | Pavel Raifeld | | | | | Sapna Srivastava, Ph.D.* | | X | | | Odysseas D. Kostas, M.D.* | | | | | Total meetings in fiscal year 2025 | 4 | 5 | 4 |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
* Drs. Kostas and Srivastava were not on the slate for reelection at the 2025 Annual Shareholder Meeting. The following table provides membership information for each of the Board of Directors’ committees as of the Record Date:
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
| Director | Audit | Compensation | Nominating/ Corporate Governance | | Mark A. DiPaolo, Esq. | X | X | X | | Jules Haimovitz | X* | X | X | | Sarah J. Schlesinger, M.D. | X | X | X* | | Derek A. Small | X | X* | X | | Pavel Raifeld | | | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
* Current Committee Chairperson Below is a description of each committee of the Board of Directors. The Board of Directors has determined that each member of the Audit Committee, the Compensation Committee, and the Nominating/Corporate Governance Committee meets the applicable rules and regulations regarding “independence” and that each such member is free of any relationship that would interfere with his individual exercise of independent judgment with regard to the Company. Audit Committee The Audit Committee oversees our accounting practices, systems of internal controls, enterprise risk management and financial reporting processes. For this purpose, the Audit Committee performs several functions. The Audit Committee determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves all audit and permissible non-audit services provided by our independent auditors; confers with management and the independent auditors regarding the effectiveness of internal controls, financial reporting processes and disclosure controls; reviews our overall enterprise risk management framework, consults with management and the independent auditors regarding our policies governing financial risk management; reviews and discusses reports from the independent auditors on critical accounting policies used by us; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviews and approves related-person transactions in accordance with our policies and procedures with respect to related-person transactions and applicable Nasdaq rules; reviews the financial statements to be included in our Annual Report on Form 10-K; and discusses with management and the independent auditors the results of the annual audit and the results of quarterly reviews and any significant changes in our accounting principles. In addition, following the execution of our strategic transaction with Sarissa Capital Management LP (“Sarissa Capital”) in December 2020, the Audit Committee assumed the responsibility to manage, on behalf of the Board of Directors, the relationship with Sarissa Capital. This includes the responsibility to make all decisions, and take all actions, under our agreements with Sarissa Capital. Our Audit Committee charter can be found on the corporate governance section of our corporate website at www.inva.com. The current members of the Audit Committee are Jules Haimovitz (Chairperson), Mark A. DiPaolo, Esq., Sarah J. Schlesinger, MD, and Derek A. Small. The Audit Committee met 4 times during 2025. Prior to or promptly following the Annual Meeting, we expect the Board of Directors to appoint directors to the Audit Committee following the expiration of the current Audit Committee members’ terms. The Board of Directors annually reviews the Nasdaq listing standards definition of independence for Audit Committee members and has determined that all current and prospective members of our Audit Committee are independent (as independence is currently defined in the Nasdaq listing standards). The Board of Directors has determined that Jules Haimovitz is an audit committee financial expert as defined by Item 407(d) of Regulation S-K. The Board of Directors made a qualitative assessment of Mr. Haimovitz’s level of knowledge and experience based on a number of factors, including his educational and professional backgrounds and experiences. Compensation Committee The Compensation Committee reviews and approves our overall compensation strategy and policies. Specifically, the Compensation Committee reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers and other senior management; reviews and approves the compensation and other terms of employment of our principal executive officer and other executive officers; approves the individual bonus programs in effect for the principal executive officer, other executive officers and key employees for each fiscal year; recommends to the Board of Directors the compensation of the directors; recommends to the Board of Directors the adoption or amendment of equity and cash incentive plans and approves the adoption of and amendments to these plans; grants stock options and other equity awards; administers our equity incentive plans and similar programs; monitors application of stock ownership guidelines; and administers, concurrently with the Board of Directors, the executive officer recoupment policy. A more detailed description of the Compensation Committee’s functions can be found in the Compensation Committee’s charter, which is published in the corporate governance section of our website at www.inva.com. The current members of the Compensation Committee are Derek A. Small (Chairperson), Mark A. DiPaolo, Esq., Jules Haimovitz and Sarah J. Schlesinger, M.D. All current members of the Compensation Committee are independent (as independence is defined for board members in the Nasdaq listing standards and as independence is defined for compensation committee members in the Nasdaq listing standards). Prior to or promptly following the Annual Meeting, we expect the Board of Directors to appoint directors to the Compensation Committee following the expiration of the current Compensation Committee members’ terms. The Compensation Committee met 5 times during 2025. Our Chief Executive Officer does not participate in the determination of his own compensation or the compensation of directors. However, he may make recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees and may participate in the Compensation Committee deliberations about their compensation. No other executive officers participate in the determination of the amount or form of the compensation of executive officers or directors. Nominating/Corporate Governance Committee The Nominating/Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board of Directors), evaluating and making recommendations to the Board of Directors concerning stockholder nominees for election as directors, reviewing and evaluating incumbent directors, recommending to the Board of Directors for selection candidates for election to the Board of Directors, making recommendations to the Board of Directors regarding the membership of the committees of the Board of Directors, assessing the performance of the Board of Directors and advising the Board of Directors on corporate governance principles for the Company. Our Nominating/ Corporate Governance Committee charter can be found on the corporate governance section of our corporate website at www.inva.com. The current members of the Nominating/Corporate Governance Committee are Sarah J. Schlesinger, M.D. (Chairperson), Mark A. DiPaolo, Esq., Jules Haimovitz, and Derek A. Small. Prior to or promptly following the Annual Meeting, we expect the Board of Directors to appoint directors to the Nominating/Corporate Governance Committee following the expiration of the current Nominating/Corporate Governance Committee members’ terms. All current members of the Nominating/Corporate Governance Committee are independent (as independence is currently defined in the Nasdaq listing standards). The Nominating/Corporate Governance Committee met 4 times during 2025.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
Our Nominating/Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements and having the highest personal integrity and ethics. The Nominating/Corporate Governance Committee also considers such factors as having relevant expertise upon which to be able to offer advice and guidance to management, sufficient time to devote to our affairs, demonstrated excellence in his or her field, the ability to exercise sound business judgment and the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating/Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of our Board of Directors, our operating requirements and the long-term interests of our stockholders. In the case of incumbent directors, our Nominating/Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Nominating/Corporate Governance Committee also determines whether the nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating/Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating/Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board of Directors. The Nominating/Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote. The Nominating/Corporate Governance Committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by the Board of Directors or the Nominating/Corporate Governance Committee for consideration. If a stockholder of the Company wishes to recommend a director candidate for consideration by the Nominating/Corporate Governance Committee, the stockholder recommendation should be delivered to the Corporate Secretary of the Company at the principal executive offices of the Company and must include information regarding the candidate and the stockholder making the recommendation as required by the Stockholder - Director Communications Policy. Our Stockholder - Director Communications Policy can be found in the corporate governance section of our website at www.inva.com.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our non-employee directors receive both cash and equity compensation for services provided as a director. Equity compensation is structured as periodic grants under a program implemented under our 2012 Equity Incentive Plan (“2012 Incentive Plan”), which are non-discretionary. During 2025, the Compensation Committee retained Meridian Compensation Partners LLC (“Meridian”), a compensation consulting firm, as its independent compensation consultants to provide analyses and recommendations with respect to our director compensation programs. The Compensation Committee considered their recommendations in setting 2025 director compensation and discussed the final director compensation arrangements to ensure that the package was in-line with market norms and consistent with our overall compensation philosophy. For additional information regarding the Compensation Committee’s engagement of Meridian, please see the section titled “Compensation Discussion and Analysis”. Cash Compensation. Each member of our Board of Directors who is not an employee was paid the following retainers for Board of Directors and committee service in 2025:
DIRECTOR COMPENSATION
| • | $50,000 annual retainer for service as a member of our Board of Directors; |
DIRECTOR COMPENSATION
| • | an additional $50,000 annual retainer for service as the Chairperson of our Board of Directors, however, considering the role of the Lead Independent Director and in consultation with our Compensation Committee and Meridian, from January 1, 2025 through the 2025 Annual Meeting, our Board of Directors modified the $50,000 annual retainer, for service as the Chairperson of our Board of Directors to $25,000 and allocated the remaining annual retainer of $25,000 for service as the Lead Independent Director of our Board of Directors; |
DIRECTOR COMPENSATION
| • | $10,000 annual retainer for service as a member of our Audit Committee; |
DIRECTOR COMPENSATION
| • | an additional $35,000 annual retainer for service as the chairperson of our Audit Committee; |
DIRECTOR COMPENSATION
| • | $10,000 annual retainer for service as a member of our Compensation Committee; |
DIRECTOR COMPENSATION
| • | an additional $25,000 annual retainer for service as the chairperson of our Compensation Committee; |
DIRECTOR COMPENSATION
| • | $5,000 annual retainer for service as a member of our Nominating/Corporate Governance Committee; |
DIRECTOR COMPENSATION
| • | an additional $15,000 annual retainer for service as the chairperson of our Nominating/Corporate Governance Committee; and |
DIRECTOR COMPENSATION
| • | a quarterly retainer of up to $10,000 (per board) for service as a member of the Board of Directors and committee(s) of one or more of the Company’s direct or indirect affiliates or portfolio companies (the “Portfolio Retainer”). The actual amount of the Portfolio Retainer for each board will be based on whether and to what extent the director is undercompensated for such service. |
DIRECTOR COMPENSATION
The members of our Board of Directors are also eligible for reimbursement for their expenses incurred in attending Board of Directors’ meetings and other Company business matters in accordance with Company policy. Equity Compensation. Our non-employee directors receive the following initial equity awards upon joining our Board of Directors and annual equity awards in connection with each annual meeting of stockholders:
DIRECTOR COMPENSATION
| • | Annual Equity Awards - Upon the conclusion of each regular annual meeting of stockholders, each non-employee director who continues to serve as a member of the Board of Directors is automatically granted (i) a restricted stock unit (“RSU”) award covering a number of shares of our Common Stock equal to $225,000 divided by the closing price of a share of our Common Stock on the date of grant, rounded down to the nearest whole share and (ii) an option to purchase 10,000 shares of our Common Stock with a per-share exercise price equal to the closing price of a share of our Common |
DIRECTOR COMPENSATION
| Stock on the date of grant. Each annual RSU and option award vests on the sooner of the next annual stockholder meeting or the one year anniversary of the date of grant, subject to the director’s continuous service through such date. |
DIRECTOR COMPENSATION
| • | Initial Equity Awards - On the date of joining our Board of Directors, each new non-employee director is automatically granted a one-time initial RSU award covering a number of shares of our Common Stock equal to $125,000 divided by the closing price of a share of our Common Stock on the date of grant, rounded down to the nearest whole share. This initial RSU award vests in two equal annual installments over the director’s first two years of service. In addition, the new non-employee director also receives the annual equity award described above (if joining on the date of our annual meeting of stockholders) or a pro-rated annual equity award (if joining on any other date) that vests on the sooner of the next annual stockholder meeting or the one-year anniversary of the date of grant. The size of each pro-rated annual equity award is based on the number of whole months remaining until the anniversary of the prior year’s stockholders’ meeting. |
DIRECTOR COMPENSATION
All RSU and nonstatutory stock option awards granted to our non-employee directors pursuant to the grant program will vest in full if the Company is subject to a change in control, or the director dies or becomes disabled while in service, and the RSU awards will be settled in shares of our Common Stock on the vesting date. Additionally, all RSU awards granted to our non-employee directors pursuant to the grant program carry dividend equivalent rights to be credited with an amount equal to all cash dividends paid on the underlying shares of our Common Stock while unvested, which are paid in cash upon vesting. 2025 Director Compensation Table The following table sets forth all of the compensation awarded to, earned by, or paid to each person who served as a director during 2025.
DIRECTOR COMPENSATION
| | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total | | Name | ($)(1) | ($)(2) | ($)(3) | ($) | | Odysseas D. Kostas, M.D.(4) | 19,231 | - | - | 19,231 | | Mark A. DiPaolo(5) | 105,838 | 224,995 | 72,241 | 403,074 | | Jules Haimovitz | 150,000 | 224,995 | 72,241 | 447,236 | | Sarah J. Schlesinger, M.D. | 99,615 | 224,995 | 72,241 | 396,851 | | Sapna Srivastava, Ph.D(6) | 32,692 | - | - | 32,692 | | Derek A. Small | 86,634 | 224,995 | 72,241 | 383,870 | | Pavel Raifeld(7) | - | - | - | - |
DIRECTOR COMPENSATION
| (1) Includes the annual retainers earned or paid to each director. |
DIRECTOR COMPENSATION
| (2) The amounts in this column represent the aggregate grant date fair value of stock awards granted to the director during 2025 computed in accordance with FASB ASC Topic 718. See Note 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 25, 2026, for a discussion of all assumptions made by the Company in determining the grant date fair value of our equity awards. For each director, excluding Mr. Kostas and Ms. Srivastava, the amount includes the grant date fair value of an RSU award with respect to 12,077 shares of our Common Stock granted on May 19, 2025. The aggregate number of shares of our Common Stock subject to unvested RSU awards as of December 31, 2025 for each director who served as of December 31, 2025 was: 12,077 shares for Mr. DiPaolo, 12,077 shares for Mr. Haimovitz, 12,077 shares for Dr. Schlesinger, and 16,098 shares for Mr. Small. |
DIRECTOR COMPENSATION
| (3) The amounts in this column represent the aggregate grant date fair value of option awards granted to the director during 2025 computed in accordance with FASB ASC Topic 718. See Note 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 25, 2026, for a discussion of all assumptions made by the Company in determining the grant date fair value of our equity awards. For each director, excluding Mr. Kostas and Ms. Srivastava, the amount includes the grant date fair value of an option to purchase 10,000 shares of our Common Stock granted on May 19, 2025. The aggregate number of shares of our Common Stock subject to outstanding and unexercised option awards (whether vested or unvested) as of December 31, 2025 for each director who served as of December 31, 2025 was: 40,000 shares for Mr. DiPaolo, 40,000 shares for Mr. Haimovitz, 40,000 shares for Dr. Schlesinger, and 20,833 shares for Mr. Small. |
DIRECTOR COMPENSATION
| (4) Mr. Kostas served as director until the Annual Meeting of Stockholders held on May 19, 2025. His cash compensation for the fiscal year ending December 31, 2025 was pro-rated to reflect the portion of the year he served on the board. His cash compensation was paid to Sarissa Capital. |
DIRECTOR COMPENSATION
| (5) Cash compensation paid to Sarissa Capital up until May 19, 2025. |
DIRECTOR COMPENSATION
| (6) Dr. Srivastava served as director until the Annual Meeting of Stockholders held on May 19, 2025. Her cash compensation for the fiscal year ending December 31, 2025 was pro-rated to reflect the portion of the year she served on the board. |
DIRECTOR COMPENSATION
| (7) Mr. Raifeld does not receive compensation for his role as director as he is the Company’s Chief Executive Officer. |
Non-Employee Director Compensation Limit
Non-Employee Director Compensation Limit The maximum value of any awards granted to a non-employee director of the Company in any one calendar year, in respect of the non-employee director’s services as a member of the Board, will not exceed $750,000 (as determined by the fair value of such awards on the date of grant). The Compensation Committee may make exceptions to this limit, provided that the non-employee director to receive such additional compensation does not participate in the decision.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee retained Meridian as its independent compensation consultant to provide market intelligence on compensation trends, views and recommendations with respect to our director and executive compensation programs. During 2025, Meridian advised the Compensation Committee on determining the Company’s peer group, including as it relates to determining compensation and providing guidelines for governance, and performed a benchmarking study to review the compensation practices of the Company to its peers, in addition to other compensation advisory services on behalf of the Compensation Committee. No member of management or the Compensation Committee has any contractual or pecuniary arrangement with Meridian. The Compensation Committee assessed Meridian’s independence pursuant to the SEC rules and the Nasdaq listing standards and concluded that the engagement did not raise any conflicts of interest. In reaching this conclusion, the Compensation Committee considered all factors relevant to Meridian’s independence from management.
Benchmarking and Peer Group Data
Benchmarking and Peer Group Data As indicated above, the Compensation Committee engaged Meridian in 2024 to establish a peer group and to conduct a study for purposes of reviewing the Company’s 2025 compensation structure as it relates to similarly situated companies and identify areas to further create proper incentives for attracting and retaining top talent. In developing an industry peer group in consultation with Meridian, the Compensation Committee considered the business of the Company as it relates to the business of IST and generally considered biopharmaceutical and/or related investment and asset management companies of similar size and character, including based on market capitalization, employee headcount, operational revenue and operating expenses, assets under management and cash and short-term investments. Based on this criteria, the Compensation Committee approved the following peer group on July 25, 2024:
Benchmarking and Peer Group Data
| Agios Pharmaceuticals, Inc. | Coherus BioSciences, Inc. | Morphic Holding, Inc. | Travere Therapeutics, Inc. | | Amarin Corporation plc | DRI Healthcare Trust | Savara Inc. | Verona Pharma plc | | Arvinas, Inc. | Ligand Pharmaceuticals Inc. | SpringWorks Therapeutics, Inc. | Xencor, Inc. | | Catalyst Pharmaceuticals, Inc. | MacroGenics, Inc. | Theravance Biopharma, Inc. | Xeris Biopharma Holdings, Inc. | | Cogent Biosciences, Inc. | | | |
Benchmarking and Peer Group Data
Based on the peer group established and approved by the Compensation Committee, Meridian conducted a competitive benchmarking analysis of the Company’s compensation and incentive programs that the Compensation Committee considered for future compensation decisions.
Principal Elements of Compensation
Annual Cash Incentive Compensation The target bonuses for Messrs. Raifeld and Basso were included in their negotiated offer letters. The target bonuses for each of our named executive officers is set forth in the table below.
Principal Elements of Compensation
| | 2025 Target Bonus | | Named Executive Officer | (as a % of Annual Base Salary) | | Pavel Raifeld | 60% | | Stephen Basso | 45% | | Marianne Zhen | 55% |
Principal Elements of Compensation
Messrs. Raifeld’s and Basso’s bonuses were paid based on the Company’s achievements, reaching 105% of their 100% target. The target bonus percentage for Mr. Raifeld was reduced from 80% to 60% in order to adjust the proportion of his total compensation which was fixed versus variable pay relative to peer companies which resulted in a total change of annual target cash compensation from $909,000 to $960,000. Ms. Zhen’s bonus was structured differently, with a target of 75% based on the Company attainment and 25% on individual performance. Ms. Zhen’s bonus was paid out based on the Company reaching 105% of the 75% target and her individual performance surpassing the 25% target by 110%. Equity Incentive Compensation From time to time, we have granted stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) to our named executive officers. We do not use a targeted cash/equity split to set officer compensation. The Company’s practice is to grant equity awards to its named executive officers, other than the Chief Executive Officer, each year in order to closely align the executives’ pay with the Company’s stock value and overall performance. The Compensation Committee approved annual grants of nonstatutory stock options and RSUs, as applicable, to our named executive officers, following its review of Meridian’s compensation benchmarking analysis. In November 2025, to provide more ownership to better align with shareholders and to be market competitive, the Committee approved additional equity grants to Messrs. Raifeld and Basso. These awards were not intended to be viewed as supplemental, but as part of the annual grant.
Principal Elements of Compensation
| Named Executive Officer | Options | RSUs | | Pavel Raifeld | 243,750 | 147,813 | | Stephen Basso | 100,831 | 38,178 | | Marianne Zhen | 30,300 | 8,938 |
Principal Elements of Compensation
The nonstatutory stock options and RSUs granted to our named executive officers as set forth above are scheduled to vest over a period of four years (with the first 25% vesting on February 20, 2026, except with respect to 110,436 and 27,609 RSUs granted to Messrs. Raifeld and Basso respectively, which will vest on November 20, 2026) and the remainder scheduled to vest in equal quarterly installments over the next three years thereafter), in each case, subject to the named executive officer’s continuous service through each vesting date. Policies and Practices Related to the Grant of Certain Equity Awards We do not maintain a formal policy or guidelines relating to the grant of stock options close in time to the release of material nonpublic information, and we generally grant annual awards of stock options during the first quarter of each year (other than with respect to off-cycle grants in connection with new hire and promotion-related grants). However, for the calendar year ended December 31, 2025, we did make off-cycle RSU grants to Messrs. Raifeld and Basso, following the Compensation Committee’s review of Meridian’s compensation benchmarking analysis. In the event that our Compensation Committee becomes aware of material nonpublic information prior to granting stock options, the Compensation Committee will take the existence of such information into consideration in determining whether to delay the grant of stock options. The following table contains information required by Item 402(x)(2) of Regulation S-K about stock option awards to our named executive officers in our fiscal year ended December 31, 2025 during the period from four business days before to one business day after the filing of our annual report on Form 10-K on February 26, 2025. We did not grant any stock option awards to our named executive officers during our most recently completed fiscal year during the period from four business days before to one business day after the filing of any quarterly report on Form 10-Q or any current report on Form 8-K disclosing material nonpublic information.
Principal Elements of Compensation
| (1) Amounts reflect the aggregate grant date fair value of the stock option awards, determined in accordance with FASB ASC Topic 718. This amount does not reflect the actual economic value realized by the NEO. See Note 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on February 25, 2026, for a discussion of all assumptions made by the Company in determining the grant date fair values of its equity awards in 2025. |
Offer Letters
Offer Letters The Company has entered into offer letters with each of its named executive officers, each of which provides the executive with severance protection following a “good leaver” termination (as further described in the section titled Potential Payments Upon Termination or Change in Control below). The Compensation Committee determined this to be in the best interest of the Company and necessary to attract top talent. Each of the offer letters are described in more detail below.
Corporate Governance Policies
Corporate Governance Policies We have the following corporate governance policies that complement our executive compensation program: Stock Ownership Guidelines Our Stock Ownership Guidelines require each of our executive officers to own shares and share equivalents equal in value to a multiple of base salary, specifically, six times salary for the Chief Executive Officer and two times salary for the other executive officers. Under our Stock Ownership Guidelines, shares do not count towards satisfaction of the ownership guidelines with respect to (i) RSAs and RSUs that vest based on the achievement of performance goals until the applicable performance conditions have been satisfied, or (ii) unexercised stock options (whether vested or unvested). Officers are required to be in compliance with these guidelines by the five-year anniversary of their commencement of service as an executive officer. Thereafter, compliance will be measured annually. If, at the compliance measurement date, the executive officer does not meet the guideline, then until such officer is in compliance, he or she will be expected to hold 50% of the after-tax shares acquired thereafter, whether by option exercise, vesting or settlement of equity awards, or an open-market purchase. Mr. Basso’s service as an executive officer of the Company commenced on August 21, 2023, and therefore he was not yet required to meet the share ownership thresholds under the guideline. Mr. Raifeld and Ms. Zhen, whose services as executive officers of the Company commenced on May 20, 2020 and July 26, 2018, respectively, are each in compliance with the guidelines, provided the 2026 Plan is approved and the Contingent Awards are received and each of their in-the-money options as of March 9, 2026, are counted towards stock ownership for purposes of the Stock Ownership Guidelines. Until such time as Mr. Raifeld and Ms. Zhen convert their options to Common Stock to comply with the Stock Ownership Guidelines, they are expected to hold 50% of the after-tax shares acquired, including shares acquired upon option exercise, vesting or settlement of equity awards, or an open-market purchase. Clawback Policy On October 30, 2023, the Company adopted a policy for the recovery of erroneously awarded compensation (a “clawback policy”) that complies with recently enacted SEC rules and Nasdaq listing standards. The policies require the Company to recoup incentive-based compensation from our named executive officers in the event that the Company issues a restatement of its financial statements, to the extent such incentive-based compensation received by the individual exceeds the amount the individual would have received based on the restated financial statements.
Summary Compensation Table
Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by, or paid to our named executive officers for fiscal years 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Pavel Raifeld | 2025 | 600,000 | 378,000 | 2,649,982 | 1,748,882 | 23,333 | 5,400,197 | | Chief Executive Officer | 2024 | 503,333 | 414,747 | - | 1,775,340 | 23,000 | 2,716,420 | | | 2023 | 485,000 | 361,648 | - | - | 22,000 | 868,648 | | Stephen Basso | 2025 | 475,000 | 223,493 | 691,087 | 765,348 | 18,348 | 2,171,276 | | Chief Financial Officer and President of IST | 2024 | 454,500 | 187,254 | 179,988 | 166,329 | 21,726 | 1,009,797 | | | 2023 | 164,063 | 163,363 | - | 845,625 | 9,000 | 1,182,051 | | Marianne Zhen | 2025 | 420,000 | 245,438 | 161,599 | 229,989 | 25,833 | 1,082,859 | | Chief Accounting Officer | 2024 | 404,000 | 229,977 | 159,990 | 147,852 | 25,500 | 967,319 | | | 2023 | 400,000 | 220,550 | 174,997 | 104,162 | 24,500 | 924,209 |
Summary Compensation Table
| (1) Includes discretionary annual bonus amounts paid to the officers. |
Summary Compensation Table
| (2) The amounts reported in the “Stock Awards” column represent RSUs and the amounts reported in the “Option Awards” column represent the stock options granted to each of our named executive officers. In each case, the aggregate grant date fair value of options or stock awards granted to the officers in the applicable fiscal year was computed in accordance with FASB ASC Topic 718. See Note 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on February 25, 2026, for a discussion of all assumptions made by the Company in determining the grant date fair values of its equity awards in 2025. |
Summary Compensation Table
| (3) The amounts for each named executive officer in this column reflect a 401(k) matching contribution made by the Company, which was provided to our named executive officers on the same basis as it was provided to all other regular U.S. employees. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table sets forth the equity awards granted to each of our named executive officers during fiscal year 2025. All equity awards to our named executive officers were made under our 2012 Incentive Plan. (1) The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Innoviva 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.
2025 Grants of Plan-Based Awards
| Name | Grant Date | All Other Stock Awards: Number of Shares or Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Pavel Raifeld | 3/14/2025 | | 243,750(2) | 17.39 | 1,748,882 | | | 3/14/2025 | 37,377(1) | | | 649,986 | | | 11/3/2025 | 110,436(2) | - | - | 1,999,996 | | Stephen Basso | 2/24/2025 | | 100,831(2) | 18.08 | 765,348 | | | 2/24/2025 | 10,569(1) | | | 191,088 | | | 11/3/2025 | 27,609(2) | - | - | 499,999 | | Marianne Zhen | 2/24/2025 | 8,938(2) | 30,300(2) | 18.08 | 229,989 | | | 2/24/2025 | 8,938(1) | | | 161,599 |
2025 Grants of Plan-Based Awards
| (1) Mr. Raifeld was granted RSUs on March 14, 2025 and November 3, 2025, Mr. Basso was granted RSUs on February 24, 2025 and November 3, 2025, and Ms. Zhen was granted RSUs on February 24, 2025, in each case under our 2012 Incentive Plan. The RSUs granted to each named executive officer are scheduled to vest over a period of four years (with the first 25% vesting on February 20, 2026, except with respect to 110,436 and 27,609 RSUs granted to Messrs. Raifeld and Basso respectively, which will vest on November 20, 2026, and the remainder are scheduled to vest in equal quarterly installments over the next three years thereafter), provided that the named executive officer remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a “change in control” (as defined in the 2012 Incentive Plan) of the Company in which the RSUs are not assumed or replaced, or (ii) in the event that the named executive officer experiences a termination of employment by the Company without “cause” or resigns for “good reason” (each as defined in named executive officer’s offer letter) within 24 months following a “change in control,” subject to an effective release of claims. |
2025 Grants of Plan-Based Awards
| (2) Each of our named executive officers was granted options to purchase shares of the Company’s Common Stock in February 2025 under our 2012 Incentive Plan, except with respect to Mr. Raifeld whose options to purchase shares of the Company’s Common Stock were granted in March. The nonstatutory stock options granted to each named executive officer are scheduled to vest over a period of four years (with the first 25% vesting on February 20, 2026 and the remainder scheduled to vest in equal quarterly installments over the next three years thereafter), provided that the named executive officer remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a “change in control” (as defined in the 2012 Incentive Plan) of the Company in which the options are not assumed or replaced, or (ii) in the event that the named executive officer experiences a termination of employment by the Company without “cause” or resigns for “good reason” (each as defined in the named executive officer’s offer letter) within 24 months following a “change in control,” subject to an effective release of claims. |
Narrative to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table
Narrative to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table 2012 Incentive Plan The currently outstanding equity-based awards granted to our named executive officers are governed by our 2012 Incentive Plan. On May 16, 2012, our stockholders approved our 2012 Incentive Plan to promote the long- term success of the Company and the creation of stockholder value by encouraging employees, outside directors and consultants to focus on critical long-range objectives, attracting and retaining key employees, outside directors and consultants, and linking employees, outside directors and consultants directly to stockholder interests through increased stock ownership. The 2012 Incentive Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and performance cash awards. Under the 2012 Incentive Plan, as of May 16, 2012, the Company was authorized to issue up to 6,500,000 shares of Common Stock. Pavel Raifeld On April 29, 2022, Mr. Raifeld entered into a new letter agreement with the Company that extended the term of his employment as our Chief Executive Officer through April 30, 2024 (the “Initial Term”), whereupon his term is automatically extended for successive one-year periods unless either party gives written notice of non-extension to the other no later than sixty (60) days prior to the expiration of the then-applicable term. The letter provided for an annual base salary of $500,000 from May 1, 2023 through April 30, 2024. Effective May 1, 2024, Mr. Raifeld’s base salary was increased from $500,000 to $505,000 on May 1, 2024. The letter also provides for Mr. Raifeld’s eligibility to receive an annual discretionary bonus with an annual target payout of up to 80% of his base salary. Effective January 1, 2025, Mr. Raifeld’s base salary was increased from $505,000 to $600,000 and his annual discretionary bonus target was reduced from 80% to 60% of his base salary. The target bonus percentage for Mr. Raifeld was adjusted in order to more competitively align with pay packages offered to CEOs at peer companies which resulted in a change of annual target cash compensation from $909,000 to $960,000, respectively. Pursuant to the letter, Mr. Raifeld is also eligible to receive severance benefits in connection with certain qualifying terminations, as described under “Potential Payments Upon Termination or Change in Control” below. Stephen Basso In connection with his appointment as our Chief Financial Officer, the Company and Mr. Basso entered into an offer letter on July 28, 2023. Mr. Basso’s agreement provides for the payment of an annual base salary of $450,000, which was increased to $454,500, effective January 1, 2024. The agreement also provided for annual bonus eligibility with an annual target payout of 40% of his base salary. Effective January 1, 2025, Mr. Basso’s salary increased from $454,500 to $473,000 and his annual discretionary bonus target was increased from 40% to 45% of his base salary. Under his offer letter, Mr. Basso is also eligible to receive severance benefits in connection with certain qualifying terminations, as described under “Potential Payments Upon Termination or Change in Control” below. Marianne Zhen In connection with her appointment as our Chief Accounting Officer, the Company and Ms. Zhen entered into an offer letter on September 7, 2018. The agreement provides for annual bonus eligibility with an annual target payout of 50% of her base salary, which was increased to 55% of her base salary, effective March 1, 2022. Ms. Zhen’s annual base salary increased to $404,000, effective January 1, 2024. Effective January 1, 2025, Ms. Zhen’s salary increased from $404,000 to $420,000. Under the terms of Ms. Zhen’s agreement, Ms. Zhen is also eligible to receive severance benefits in connection with certain qualifying terminations, as described under “Potential Payments Upon Termination or Change in Control” below.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding all equity awards held by each of our named executive officers as of December 31, 2025. All such awards were granted under our 2012 Incentive Plan.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Pavel Raifeld | 250,000 | - | 14.10 | 5/19/2030 | - | - | | | 100,000 | - | 13.17 | 5/20/2031 | - | - | | (3) | 131,250 | 18,750 | 16.31 | 5/1/2032 | - | - | | (4) | 32,813 | 42,187 | 14.88 | 3/4/2034 | - | - | | (4) | 43,750 | 56,250 | 18.00 | 3/4/2034 | - | - | | (4) | 65,625 | 84,375 | 20.00 | 3/4/2034 | - | - | | (8) | - | 243,750 | 17.39 | 3/13/2035 | - | - | | (8) | - | - | - | - | 37,377 | 747,166 | | (9) | - | - | - | - | 110,436 | 2,207,415 | | Stephen Basso(5) | 75,000 | 75,000 | 12.75 | 8/30/2033 | - | - | | (4) | 11,331 | 14,568 | 14.88 | 3/4/2034 | - | - | | (4) | - | - | - | - | 6,804 | 136,012 | | (8) | - | 100,831 | 18.08 | 2/23/2035 | - | - | | (8) | - | - | - | - | 10,569 | 211,274 | | (9) | - | - | - | - | 27,609 | 551,904 | | Marianne Zhen | 5,000 | - | 12.13 | 3/28/2031 | - | - | | (6) | 14,063 | 937 | 18.68 | 2/29/2032 | - | - | | (7) | 13,750 | 6,250 | 12.20 | 4/12/2033 | - | - | | (6) | - | - | - | - | 418 | 8,356 | | (7) | - | - | - | - | 4,482 | 89,595 | | (4) | - | - | - | - | 6,048 | 120,900 | | (4) | 10,073 | 12,949 | 14.88 | 3/4/2034 | - | - | | (8) | - | 30,300 | 18.08 | 2/23/2035 | - | - | | (8) | - | - | - | - | 8,938 | 178,671 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Except as it relates to change in control-related vesting provisions described herein, vesting is conditioned on continuous service through each vesting date. Pursuant to Ms. Zhen’s offer letter and applicable award agreements, in the event that Ms. Zhen undergoes an involuntary termination of employment within 3 months before or 24 months after a change in control of the Company, all unvested RSAs and stock options held by Ms. Zhen will be accelerated. Pursuant to our 2012 Incentive Plan, all outstanding stock awards automatically accelerate in the event of a “change in control” (as defined in the 2012 Incentive Plan) of the Company in which the stock awards are not assumed or replaced, unless otherwise provided in the applicable award agreement. In addition, the applicable award agreements provide for accelerated vesting if the named executive officer undergoes an involuntary termination of employment within 24 months following a “change in control” of the Company (or within 12 months following a “change in control” of the Company with respect to Mr. Basso’s options with an expiration date of August 30, 2033). For more information regarding the termination entitlements for each named executive officer, please see the section titled “-Potential Payments Upon Termination or Change in Control.” |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing market price of our Common Stock on December 31, 2025, which was $19.99. The actual value (if any) to be realized by the officer depends on whether the shares vest and the future performance of our Common Stock. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) The remaining unvested options will vest in equal quarterly installments from February 20, 2026 until May 20, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) The remaining unvested options will vest in equal quarterly installments from February 20, 2026 until February 20, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) The remaining unvested options will vest in equal quarterly installments from February 20, 2026 until November 20, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) The remaining unvested options or RSAs, as applicable, will vest on February 20, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) The remaining unvested options or RSUs, as applicable, will vest in equal quarterly installments from February 20, 2026 until February 20, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) The first 25% of the options or RSUs, as applicable, vest on February 20, 2026, and the remaining 75% of the options or RSUs, as applicable, vest in equal quarterly installments over three years thereafter. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (9) The first 25% of the RSUs vest on November 20, 2026, and the remaining 75% of the RSUs vest in equal quarterly installments over three years thereafter. |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table shows the number of shares of restricted stock held by Mr. Basso and Ms. Zhen that vested during the 2025 fiscal year. Mr. Raifeld did not hold shares of restricted stock that vested during the 2025 fiscal year and none of our named executive officers acquired shares upon exercise of options during fiscal year 2025.
2025 Option Exercises and Stock Vested
| | | Stock Awards | | | | | Number of Shares Acquired on | Value Realized | | Name | Security | Vesting (#) | on Vesting ($)(1) | | Stephen Basso | INVA | 5,292 | 99,921 | | Marianne Zhen | INVA | 10,607 | 202,953 |
2025 Option Exercises and Stock Vested
| (1) Value realized is based on the fair market value of our Common Stock on the vesting date multiplied by the number of shares vested and does not necessarily reflect proceeds received by Mr. Basso and Ms. Zhen. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Each of our named executive officers is, or was, entitled to severance upon a qualifying termination pursuant to his or her offer letter, as applicable. For additional information regarding the agreements with our named executive officers, please see the section titled “Narrative to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table” above. 2012 Incentive Plan Pursuant to the 2012 Incentive Plan, if the Company undergoes a change in control while any of the named executive officers are still providing services and his or her stock awards are not assumed or replaced with a new award, each such named executive officer is entitled to fully accelerated vesting of all unvested stock awards. Pavel Raifeld Pursuant to Mr. Raifeld’s offer letter dated April 29, 2022, if the Company terminates Mr. Raifeld’s employment without “cause” (other than due to his death or disability), the Company will, subject to his execution and non-revocation of a general release of claims in favor of the Company, provide Mr. Raifeld with (i) continued payment of his base salary in accordance with the Company’s regular payroll practices for the six (6) month period immediately following the date of such termination, and (ii) continued eligibility to receive a pro-rata bonus (based on the number of full months of employment completed in the year of termination) for the year of termination, subject to the terms and conditions of the Company’s bonus program in effect at the time of termination (other than continued employment) including the achievement of any performance conditions, payable at the same time as bonuses are paid to active employees. In addition to the amounts payable under his offer letter, if Mr. Raifeld is subject to an involuntary termination of employment within twenty-four (24) months after a change in control of the Company, he is entitled to full vesting of all unvested stock options. Stephen Basso Pursuant to Mr. Basso’s offer letter dated July 28, 2023, if the Company terminates Mr. Basso’s employment without “cause” (other than due to his death or disability), the Company will, subject to his execution and non-revocation of a general release of claims in favor of the Company, provide Mr. Basso (i) continued payment of his base salary in accordance with the Company’s regular payroll practices for twelve (12) months following the date of such termination, (ii) payment of his monthly premium under COBRA until the earlier of twelve (12) months following the month of termination, expiration of the COBRA continuation coverage or the date when he obtains new employment offering comparable health insurance coverage, and (iii) in the event that such termination occurs within twelve (12) months after a change in control of the Company, all of his then-unvested stock options shall become fully vested as of the effective date of the release. Pursuant to Mr. Basso’s RSU award, all unvested RSUs will fully accelerate vesting in the event that he undergoes a termination of employment by the Company without cause or by him for “good reason” (as defined in his offer letter) within twenty-four (24) months following a change in control, subject to an effective release of claims. Marianne Zhen Pursuant to the offer letter entered into with Ms. Zhen in September 2018 in connection with her appointment as our Chief Accounting Officer, if she is subject to an “involuntary termination” (as such term is defined in the offer letter) within 3 months prior to or twenty-four (24) months after a change in control of the Company, she is entitled to the following benefits, subject to her execution and non-revocation of a general release of claims in favor of the Company:
Potential Payments Upon Termination or Change in Control
| • | A lump sum payment equal to 100% of her annual base salary and target bonus. |
Potential Payments Upon Termination or Change in Control
| • | A pro-rata target bonus (based on the number of full months of employment completed in the year of termination) for the year of termination. |
Potential Payments Upon Termination or Change in Control
| • | Payment of her monthly premium under COBRA for the shorter of twelve (12) months, the expiration of her continuation coverage under COBRA or the date when she obtains new employment offering comparable health insurance coverage. |
Potential Payments Upon Termination or Change in Control
| • | Full vesting of all of her unvested restricted stock and stock option awards. |
Potential Payments Upon Termination or Change in Control
Alternatively, Ms. Zhen’s offer letter provides that, if Ms. Zhen’s employment is terminated by the Company other than for “misconduct” or by her with “good reason” (as such terms are defined in the offer letter) and the termination does not otherwise entitle her to the change in control severance benefits (i.e., the termination is not within three (3) months prior to or twenty-four (24) months after a change in control of the Company), she is entitled to the following benefits, subject to her execution and non-revocation of a general release of claims in favor of the Company:
Potential Payments Upon Termination or Change in Control
| • | A lump sum payment equal to 100% of her annual base salary. |
Potential Payments Upon Termination or Change in Control
| • | She will remain eligible to receive a pro-rata bonus (based on the number of full months of employment completed in the year of termination) for the year of termination, subject to the terms and conditions of the bonus program, including achievement of any performance conditions, payable at the same time as bonuses are paid to active employees. |
Potential Payments Upon Termination or Change in Control
| • | Payment of her monthly premium under COBRA for the shorter of twelve (12) months, the expiration of her continuation coverage under COBRA and the date when she obtains new employment offering comparable health insurance coverage. |
Potential Payments Upon Termination or Change in Control
The following table shows the amounts and benefits that would have been payable to Mr. Raifeld, Mr. Basso and Ms. Zhen had a qualifying termination occurred on December 31, 2025 in various scenarios, including in connection with a change in control on the same date.
Potential Payments Upon Termination or Change in Control
| Name | Bonus for Year of Termination ($) | Cash Severance ($) | Vacation Payout ($) | Restricted Stock or Options that Vest ($) | Health and Welfare ($) | Total ($) | | Pavel Raifeld | | | | | | | | Termination Other than for Cause | 378,000(1) | 300,000(2) | 100,961 | - | - | 778,961 | | Involuntary Termination in Connection with a Change in Control | 378,000(1) | 300,000(2) | 100,961 | 3,985,045(3) | - | 4,764,006 | | Change in Control | - | - | - | 3,985,045(12) | - | 3,985,045 | | Stephen Basso | | | | | | | | Termination Other than for Cause | - | 473,000(4) | 60,977 | - | 55,111(6) | 589,088 | | Involuntary Termination in Connection with a Change in Control | - | 473,000(4) | 60,977 | 1,709,220(5) | 55,111(6) | 2,298,308 | | Change in Control | - | - | - | 1,709,220(12) | - | 1,709,220 | | Marianne Zhen | | | | | | | | Termination Other than for Misconduct | 245,438(7) | 420,000(8) | 70,672 | - | 44,500(9) | 780,610 | | Involuntary Termination in Connection with a Change in Control | 245,438(7) | 651,000(10) | 70,672 | 571,479(11) | 44,500(9) | 1,583,089 | | Change in Control | - | - | - | 571,479(12) | - | 571,479 |
Potential Payments Upon Termination or Change in Control
| (1) Reflects payment of Mr. Raifeld’s annual bonus based on actual performance. Mr. Raifeld’s offer letter provides that, if his employment is terminated by the Company without cause, he will remain eligible to receive a pro-rata target bonus (based on the number of full months of employment completed in the year of termination) for the year of termination, subject to the terms and conditions of the bonus program, including achievement of any performance conditions. |
Potential Payments Upon Termination or Change in Control
| (2) Reflects continued payment of Mr. Raifeld’s annual base salary for six months following a termination date of December 31, 2025. |
Potential Payments Upon Termination or Change in Control
| (3) Reflects the value of full vesting of all unvested restricted stock units and stock options held by Mr. Raifeld, which is equal to (i) the value of the 147,813 unvested shares of Common Stock of the Company underlying Mr. Raifeld’s restricted stock unit awards as of December 31, 2025, based on the closing price of $19.99 per share on December 31, 2025, plus (ii) the value of the 360,937 unvested shares of Common Stock of the Company underlying Mr. Raifeld’s stock option awards as of December 31, 2025, based on the amount by which the closing price of $19.99 per share on December 31, 2025 exceeds the exercise price per share. No amounts are included for outstanding stock option awards with exercise prices greater than the per share closing price on December 31, 2025. |
Potential Payments Upon Termination or Change in Control
| (4) Reflects 100% of Mr. Basso’s annual base salary. |
Potential Payments Upon Termination or Change in Control
| (5) Reflects the value of full vesting of all unvested restricted stock units and stock options held by Mr. Basso, which is equal to (i) the value of the 44,982 unvested shares of Common Stock of the Company underlying Mr. Basso’s restricted stock unit awards as of December 31, 2025, based on the closing price of $19.99 per share on December 31, 2025, plus (ii) the value of the 190,399 unvested shares of Common Stock of the Company underlying Mr. Basso’s stock option awards as of December 31, 2025, based on the amount by which the closing price of $19.99 per share on December 31, 2025 exceeds the exercise price per share. |
Potential Payments Upon Termination or Change in Control
| (6) Reflects the cost of Mr. Basso’s COBRA premiums for 12 months. |
Potential Payments Upon Termination or Change in Control
| (7) Reflects payment of Ms. Zhen’s 2025 annual bonus based on actual performance. |
Potential Payments Upon Termination or Change in Control
| (8) Reflects 100% of Ms. Zhen’s annual base salary. |
Potential Payments Upon Termination or Change in Control
| (9) Reflects the cost of Ms. Zhen’s COBRA premiums for 12 months. |
Potential Payments Upon Termination or Change in Control
| (10) Reflects 100% of Ms. Zhen’s annual base salary ($420,000) and target bonus ($231,000). |
Potential Payments Upon Termination or Change in Control
| (11) Reflects the value of full vesting of all unvested restricted stock and stock option awards held by Ms. Zhen, which is equal to (i) the value of the 418 unvested shares of Common Stock of the Company underlying Ms. Zhen’s restricted stock awards as of December 31, 2025, based on the closing price of $19.99 per share on December 31, 2025, (ii) the value of the 19,468 unvested shares of Common Stock of the Company underlying Ms. Zhen’s restricted stock unit awards as of December 31, 2025, based on the closing price of $19.99 per share on December 31, 2025, plus (iii) the value of the 50,436 unvested shares of Common Stock of the Company underlying Ms. Zhen’s stock option awards as of December 31, 2025, based on the amount by which the closing price of $19.99 per share on December 31, 2025 exceeds the exercise price per share. No amounts are included for outstanding stock option awards with exercise prices greater than the per share closing price on December 31, 2025. |
Potential Payments Upon Termination or Change in Control
| (12) Reflects the value of full vesting of all then unvested stock awards and option awards in the event that a change in control of the Company occurred on December 31, 2025 and each named executive officer’s stock awards were not assumed or replaced with new award, where each named executive officer’s employment continued after that date. Stock price represents a closing price on December 31, 2025 of $19.99. |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by the Dodd-Frank Act and SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Pavel Raifeld, our Chief Executive Officer, as of December 31, 2025: For our fiscal year ended December 31, 2025:
Pay Ratio Disclosure
| • | The median of the annual total compensation of all employees (other than our Chief Executive Officer) was $437,552; and |
Pay Ratio Disclosure
| • | The annual total compensation of Mr. Raifeld was $5,400,197 as reported in the Summary Compensation Table in this Proxy Statement. |
Pay Ratio Disclosure
Based on this information, the ratio of the annual total compensation of Mr. Raifeld on an annualized basis for 2025 to the median of the annual total compensation of our employees was approximately 12.34. The above ratio is appropriately viewed as an estimate. To identify the median of the annual compensation of our employees, we reviewed the annualized compensation of our employees as of December 31, 2025 for the period from January 1, 2025 through December 31, 2025. As of December 31, 2025, we had 157 employees, excluding our Chief Executive Officer. Of our 157 employees, we determined that the employee with the 79th highest annual compensation best reflected “median employee” pay for 2025. No cost-of-living or other adjustments were made. Once we identified our “median employee” using the methodology described above, we determined that employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K for purposes of calculating the required pay ratio.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, this section discusses the relationship between executive compensation and the Company’s financial performance for each of the last five completed fiscal years. In determining the “compensation actually paid” to our named executive officers (or “NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. Note that for our NEOs other than our current and prior principal executive officers (each, a “PEO”), compensation is reported as an average.
Pay Versus Performance Disclosure
| | | | Average Summary Compensation Table Total for Non-PEO | Average Compensation Actually Paid to Non-PEO | Value of Initial Fixed $100 Investment Based On: | | | | | | Summary Compensation Table Total for | Compensation Actually Paid | | | Total Shareholder | Peer Group Total Shareholder | Net Income | Basic | | Year | PEO(1) ($) | to PEO(1)(2) ($) | NEOs(1) ($) | NEOs(1)(2) ($) | Return(3) ($) | Return(3) ($) | (4) ($) | EPS(5) ($) | | 2025 | 5,400,197 | 6,117,299 | 1,627,067 | 1,820,430 | 161 | 116 | 271,165,000 | 4.02 | | 2024 | 2,716,420 | 3,094,792 | 1,019,955 | 860,567 | 140 | 88 | 23,392,000 | 0.37 | | 2023 | 868,648 | 1,063,033 | 1,125,031 | 1,161,345 | 129 | 94 | 179,722,000 | 2.75 | | 2022 | 1,798,966 | 7,127 | 665,254 | 497,932 | 107 | 90 | 220,262,000 | 3.07 | | 2021 | 1,271,138 | 1,246,717 | 614,262 | 561,101 | 139 | 100 | 368,837,000 | 3.24 |
Pay Versus Performance Disclosure
| (1) Mr. Raifeld has served as our Chief Executive Officer since May 20, 2020, and the dollar amounts reported for our PEO for fiscal years 2021, 2022, 2023, 2024, and 2025 reflect amounts for Mr. Raifeld. |
Pay Versus Performance Disclosure
The dollar amount reported for our Non-PEO NEOs for fiscal year 2021 reflects the amount for Ms. Zhen, our only non-PEO NEO for such fiscal year. The dollar amounts reported for our Non-PEO NEOs for fiscal year 2022 is the average of the amounts for Ms. Zhen and Larry Edwards (former President and Chief Executive Officer of La Jolla Pharmaceutical Company). The dollar amounts reported for our Non-PEO NEOs for fiscal year 2023 reflect the amounts for Ms. Zhen, Mr. Basso, Mr. Edwards and Margaret Koziel (former Chief Medical Officer). The dollar amounts reported for our Non-PEO NEOs for fiscal year 2025 reflect the amounts for Mr. Basso and Ms. Zhen.
Pay Versus Performance Disclosure
| (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our NEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation reported for our NEOs in the “Total” column of the Summary Compensation Table to determine the amount of “compensation actually paid” for each year. NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. |
Pay Versus Performance Disclosure
| | Summary Compensation Table Total | | Reported Value of Equity Awards(a) | Equity Award Adjustment(b) | Compensation Actually Paid | | | Year | ($) (a) | ($) (b) | ($) (c) | ($) (a - b + c) | | Pavel Raifeld | 2025 | 5,400,197 | 4,398,864 | 5,115,966 | 6,117,299 | | | 2024 | 2,716,420 | 1,775,340 | 2,153,712 | 3,094,792 | | | 2023 | 868,648 | - | 194,385 | 1,063,033 | | | 2022 | 1,798,966 | 1,044,300 | (747,539) | 7,127 | | | 2021 | 1,271,138 | 580,330 | 555,909 | 1,246,717 | | Non-PEO NEOs | 2025 | 1,627,067 | 924,011 | 1,117,374 | 1,820,430 | | | 2024 | 1,019,955 | 478,560 | 319,172 | 860,567 | | | 2023 | 1,125,031 | 370,304 | 406,618 | 1,161,345 | | | 2022 | 665,254 | 120,461 | (46,861) | 497,932 | | | 2021 | 614,262 | 152,086 | 98,925 | 561,101 |
Pay Versus Performance Disclosure
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns, as applicable, in the Summary Compensation Table for the applicable year. |
Pay Versus Performance Disclosure
| (b) The equity award adjustment for each applicable year includes the addition (or subtraction, as applicable) of the amounts set forth in the table below in accordance with Item 402(v) of Regulation S-K. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance Disclosure
| | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustment ($) | | Pavel Raifeld | 2025 | 4,924,045 | 67,396 | - | 124,526 | - | - | 5,115,966 | | | 2024 | 2,166,571 | (27,153) | - | 14,294 | - | - | 2,153,712 | | | 2023 | - | 224,616 | - | (30,231) | - | - | 194,385 | | | 2022 | (340,558) | (435,147) | - | 28,166 | - | - | (747,539) | | | 2021 | 224,504 | 405,433 | - | (74,028) | - | - | 555,909 | | Non-PEO NEOs | 2025 | 978,432 | 89,403 | - | 49,539 | - | - | 1,117,374 | | | 2024 | 260,661 | 25,314 | - | 33,197 | - | - | 319,172 | | | 2023 | 399,658 | 8,150 | - | (1,190) | - | - | 406,618 | | | 2022 | (44,883) | (22,066) | - | 20,088 | - | - | (46,861) | | | 2021 | 67,900 | 38,700 | - | (7,675) | - | - | 98,925 |
Pay Versus Performance Disclosure
| (3) The dollar amounts disclosed in these columns assume $100 was invested for the cumulative period through the end of the last fiscal year, in either the Company or the NASDAQ Biotechnology Index (weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated), as applicable, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance Disclosure
| (4) The dollar amounts reported in this column represent the amount of net income previously disclosed in our consolidated audited financial statements for the applicable year, as required by Regulation S-X. |
Pay Versus Performance Disclosure
| (5) While the Company uses a number of financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that basic earnings per share (EPS) is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance. |
Description of Certain Relationships of Information Presented in the Pay Versus Performance Table
Description of Certain Relationships of Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following graphs of the relationships between information presented in the Pay Versus Performance Table for each of 2025, 2024, 2023, 2022 and 2021, including: (a) comparisons between (i) compensation actually paid to the PEOs on an aggregate basis and the average compensation actually paid to our non-PEO NEOs and (ii) each of our cumulative total shareholder return, net income (loss), and basic EPS, and (b) a comparison between our cumulative total shareholder return and the total shareholder return of the NASDAQ Biotechnology Index. Compensation Actually Paid and Total Shareholder Return Total Stockholder Return of the Company and Peer Group Total Stockholder Return Compensation Actually Paid and Net Income (Loss) Compensation Actually Paid and Basic EPS