DEF 14A of Adma Biologics, Inc.
Filed Apr 15, 2026 · FY20250001140361-26-014799
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| NAME | AGE | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE | | Steven A. Elms | 62 | Mr. Elms has been a director of the Company since 2007 and is the Company’s Chairman of the Board and a member of the Company’s Governance and Nominations Committee. Mr. Elms serves as a Managing Partner at Aisling Capital, which he joined in 2000. Previously, he was a Principal in the Life Sciences Investment Banking Group of Hambrecht & Quist. During his five years at Hambrecht & Quist, Mr. Elms was involved in over 60 financing and merger and acquisition transactions, helping clients raise in excess of $3.3 billion in capital. Prior to joining Hambrecht & Quist, Mr. Elms traded mortgage-backed securities at Donaldson, Lufkin & Jenrette. His previous healthcare sector experience includes over two years as a pharmaceutical sales representative for Marion Laboratories and two years as a consultant for The Wilkerson Group. Mr. Elms currently serves on the board of directors of Elevation Oncology (Nasdaq: ELEV), Marker Therapeutics (Nasdaq: MRKR) and Treeline Biosciences and previously served on the board of directors of Zosano Pharma Corp. (Nasdaq: ZSAN) within the past five years. Mr. Elms received a B.A. in Human Biology from Stanford University and an M.B.A. from Kellogg Graduate School of Management at Northwestern University. | | | | Mr. Elms’ valuable experience in the investment banking industry, particularly with respect to strategic and financing transactions, qualifies him to serve as a director of the Company. |
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| Adam S. Grossman | 49 | Mr. Grossman has been a director of the Company since 2007, has served as the Company’s President and Chief Executive Officer since October 2011, as the Company’s President and Chief Operating Officer between 2007 and October 2011, and is a co-founder of the Company. Mr. Grossman has over 30 years of experience in the blood and plasma industry. Mr. Grossman has served as the Chair of the North America Board of Directors of the Plasma Protein Therapeutics Association (PPTA) since September 2023. Prior to founding the Company, Mr. Grossman was the Executive Vice President of National Hospital Specialties and GenesisBPS, positions he held between 1994 and 2011. He has experience in launching new products, building and managing national and international sales forces, managing clinical trials and completing numerous business development transactions. Previously, he worked at MedImmune, Inc., where he worked on marketing teams for RSV and CMV immunoglobulins, and at the American Red Cross, where he launched new products with the Biomedical Services division. Mr. Grossman received a B.S. in Business Administration, with a specialization in International Business and Marketing, from American University. Mr. Grossman is the son of Dr. Jerrold B. Grossman, our Vice Chairman and co-founder. | | | | Mr. Grossman’s experience and deep understanding of the Company’s business and valuable insight into its day-to-day operations as President and Chief Executive Officer qualifies him to serve as a director of the Company. |
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| Young T. Kwon, PhD | 54 | Dr. Kwon has been a director of ADMA since October 2021 and currently serves as the Chairman of the Compensation Committee and the Audit Committee. From April 2022 to September 2024, Dr. Kwon served as Chief Executive Officer at Alchemab Therapeutics, a biotechnology company focused on the discovery and development of naturally-occurring protective antibodies in neurodegeneration and oncology. Dr. Kwon held a variety of leadership roles as a senior executive at Momenta Pharmaceuticals from January 2011 until January 2021. Dr. Kwon was previously Chief Financial and Business Officer at Momenta, where he had responsibility for business development, strategy, finance, investor relations, and commercial. Dr. Kwon led public equity financings raising nearly $500 million and led the company’s sale to Johnson & Johnson for $6.5 billion. Prior to Momenta, Dr. Kwon was a business development professional at Biogen, driving a variety of transactions. Dr. Kwon previously worked at the venture capital firm Advanced Technology Ventures, investing in early-stage biotech and medical device companies. Dr. Kwon received a B.S. in Biology from the Massachusetts Institute of Technology and a Ph.D. in Biological Chemistry and Molecular Pharmacology from Harvard University. | | | | Dr. Kwon’s extensive strategic and financial experience in the healthcare sector qualifies him to serve as a director of the Company. |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
| NAME | AGE | PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE | | Jerrold B. Grossman D.P.S. | 78 | Dr. Grossman has been a director of the Company since 2007, is the Vice Chairman of our Board and is a co-founder of the Company. Dr. Grossman has over 45 years of experience in the blood and plasma industry. He served as the Chief Executive Officer of ADMA, on a part-time basis, between 2007 and October 2011. He is the founder and Chief Executive Officer of Technomed, Inc. (formerly National Hospital Specialties), a wholesaler of specialty biological and pharmaceutical products, and has served as Chief Executive Officer of that company since 1980. Additionally, Dr. Grossman was the founder and President of GenesisBPS, a medical device firm specializing in blood collection and processing equipment, and served as President of that company from 1990 through its acquisition in September 2025. Previously, he held positions at the New York Blood Center and Immuno-U.S., Inc. and previously served as the Chairman of the Board of Bergen Community Blood Services. Dr. Grossman was a member of the New Jersey Blood Bank Task Force and was a founder and director of the New Jersey Association of Blood Bank Professionals. He was a founder and former director of Pascack Bancorp, Inc., which was acquired by Lakeland Bancorp, Inc. in January 2016, and was a member of the Corporate Advisory Council of Lakeland Bancorp Inc. Dr. Grossman has also provided consulting services to various government agencies and international organizations. He received a B.A. in Economics and Finance from Fairleigh Dickinson University, an M.B.A. from Fairleigh Dickinson University, and his D.P.S. in Business Management from Pace University. Dr. Grossman is the father of Adam S. Grossman, our President and Chief Executive Officer. | | | | Dr. Grossman’s role as co-founder, past experience as Chief Executive Officer of the Company and more than 45 years of experience serving a variety of companies and associations in the blood and plasma industry qualifies him to serve as a director of the Company. |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
| Lawrence P. Guiheen | 75 | Mr. Guiheen became a director of the Company in July 2012 and has over 35 years of experience in the healthcare industry. He is currently the Chairman of the Company’s Governance and Nominations Committee and a member of the Company’s Audit Committee and the Compensation Committee. Prior to retiring in March 2022, Mr. Guiheen was Executive Vice President of Wellstat Management and Chief Executive Officer of Wellmond Therapeutics (November 2019 until March 2022). Wellmond Therapeutics was a start-up pharmaceutical company located in Rockville, MD and was developing drug candidates in oncology supportive care and treatments for diseases and conditions involving mitochondrial and cellular energy disorders or failures. In addition, Mr. Guiheen has over 25 years of experience in the blood and plasma industry. From July 2013 to November 2019, Mr. Guiheen served as Chief Commercial Officer of Kedrion Biopharma, Inc., based in Barga, Italy, and Fort Lee, New Jersey. Kedrion markets therapies globally for hemophilia, hemolytic disease of the newborn, immune and neurological disorders. Prior to July 2013, Mr. Guiheen was principal of Guiheen and Associates, a consulting group that specialized in biopharmaceutical, pharmaceutical and medical device commercialization. Before July 2011, Mr. Guiheen was with Baxter Healthcare Corporation for over 30 years. Most recently he held the positions of General Manager Global Hemophilia Franchise (from December 2010 to July 2011), President of Global BioPharmaceuticals for Baxter Healthcare’s BioScience Division (March 2010 to December 2010) and President of BioPharmaceuticals US (January 1998 to March 2010). Mr. Guiheen had been a member of the BioScience Senior Management Team for over 14 years and has extensive experience leading global and domestic commercial organizations in the plasma and recombinant therapies. Mr. Guiheen is past Chairman of the Global Board of Directors for the PPTA and a past member of the Board of Directors of California Healthcare Institute (CHI). Mr. Guiheen holds a Bachelor of Arts degree in Business Administration from Rutgers University. | | | | Mr. Guiheen’s extensive experience in the plasma and pharmaceutical industries qualifies him to serve as a director of the Company. |
Executive Compensation Philosophy
| • | Align pay with performance at the company and individual level via short-term and long-term performance incentives that are designed to enhance stockholder value; |
Executive Compensation Philosophy
| • | Provide an incentive for long-term continued employment with the Company. |
Executive Compensation Philosophy
| What We Do | What We Don’t Do | | ✔ We pay for performance ✔ We grant long-term time-based awards under our long-term equity compensation plan based on individual performance ✔ We consider and benchmark against peer groups and broader market in establishing compensation ✔ We retain an independent compensation consultant ✔ We have a clawback and recoupment policy | ✘ We do not encourage excessive risk-taking in our compensation practices ✘ We do not allow tax gross-up payments ✘ We do not grant excessive severance, pension or other benefits ✘ We have not historically repriced stock options and are unable to reprice stock options under the ADMA Biologics, Inc. 2022 Equity Compensation Plan (the “Equity Compensation Plan”) without stockholder approval |
Determination of Competitive Compensation for 2025
Determination of Competitive Compensation for 2025
Role of the Compensation Consultant
Role of the Compensation Consultant For 2025, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”), a nationally known executive compensation and benefits consulting firm, to serve as the independent compensation consultant, working directly with the Compensation Committee to assist in a review of our overall director and executive compensation programs, including with respect to benchmarking executive compensation. Pay Governance reviewed our compensation peer group to ensure it was relevant for competitive analysis of executive pay and reviewed our compensation practices with respect to our named executive officers and non-executive directors relative to the pay levels and practices of our peer group. In late 2025 and early 2026, Pay Governance also conducted an executive compensation analysis for 2026 and performed an analysis and proposed guidelines on executive stock ownership. In engaging Pay Governance in fiscal year 2025, the Compensation Committee determined that Pay Governance was independent in accordance with SEC Rule 10C-1 and that their work did not raise any conflict of interest.
Overview of Compensation Elements
| Compensation Element | Compensation Objectives | Design | | Base Salary | • Recognizes performance of job responsibilities and attracts and retains individuals with superior talent. • Reflects the experience of the individual named executive officer and expected day-to-day contributions, supported by market data. | • Fixed compensation that is reviewed annually to consider changes in responsibility, experience, and market competitiveness. | | Short-Term Incentive Compensation | • At-risk pay is designed to motivate achievement of annual performance goals. • Provides incentives to attain short-term corporate and individual goals. | • Variable compensation based on corporate performance, and subject to further adjustment based on individual performance. • Market competitive targets established for named executive officers. | | Long-Term Incentive Compensation | • Drives stockholder value creation by aligning the interests of named executive officers with those of our stockholders. | • Variable long-term incentive compensation that vests over a four-year period from the date of grant. |
Peer Group and Market Data
Peer Group and Market Data For purposes of comparing our executive and director compensation against the competitive market, the Compensation Committee approved a new peer group for 2025, based on the analysis conducted by Pay Governance and pursuant to the Committee’s annual review process. In selecting the new peer group, the Compensation Committee considered size and business-appropriate publicly-traded life sciences industry comparators and focused on company market capitalization (0.5x – 3.0x the range of ADMA), revenue (0.5x – 2.0x the range of ADMA), and headcount (0.33x – 3.0x the range of ADMA) (among others) as key selection criteria. Companies who met the initial criteria were then reviewed for appropriateness based on additional metrics, including total shareholder return (TSR) growth, revenue growth, price to sales ratio, EBITDA (absolute and growth), net income (absolute and growth), and R&D expense as a percentage of operating expenses. The Compensation Committee also uses market data from our compensation peer group and from the Radford Global Life Sciences Compensation survey as one factor in evaluating whether the compensation for our executive officers is competitive in the market. The Compensation Committee also rely on their own knowledge and judgment in evaluating market data and making compensation decisions. The following comparator companies comprise the peer group for 2025:
Peer Group and Market Data
| • | ACADIA Pharmaceuticals Inc. | • | Alkermes plc | • | Amicus Therapeutics, Inc. | • | Amphastar Pharmaceuticals, Inc. | | • | ANI Pharmaceuticals, Inc. | • | Apellis Pharmaceuticals, Inc. | • | Catalyst Pharmaceuticals, Inc. | • | Collegium Pharmaceutical, Inc. | | • | Corcept Therapeutics Incorporated | • | Evolus, Inc. | • | Exelixis, Inc. | • | Halozyme Therapeutics, Inc. | | • | Harmony Biosciences Holdings, Inc. | • | Intra-Cellular Therapies, Inc.* | • | MannKind Corporation | • | MiMedx Group, Inc. | | • | Mirum Pharmaceuticals, Inc. | • | Sarepta Therapeutics, Inc. | • | Supernus Pharmaceuticals, Inc. | • | TG Therapeutics, Inc. | | • | Vericel Corporation | | | | | | |
Peer Group and Market Data
| * Acquired in a take-private transaction by Johnson & Johnson in April 2025 following determination of our 2025 peer group. |
Executive Compensation Components
| • | After considering the market practice of our peer group, awarded certain salary increases of our named executive officers, as discussed in more detail below under the section entitled “Base Salaries.” |
Executive Compensation Components
| • | Based on our performance results for 2025, as well as individual performance of our named executive officers, awarded certain annual cash bonuses, with a payout of 125% of target, except as otherwise provided below, as discussed in more detail below under the section entitled “Annual Bonuses”. |
Executive Compensation Components
| • | Made grants of restricted stock units and stock options under the Equity Compensation Plan, as discussed in more detail below under the section entitled “Long-Term Incentives – Equity Compensation”. |
Executive Compensation Components
| • | Entered into an employment agreement with Mr. Kohler, initially as Executive Financial Advisor, with Mr. Kohler transitioning to Chief Financial Officer and Treasurer as of February 2026. |
Annual Bonuses
Annual Bonuses We pay annual performance-based cash bonuses to reward the performance achievements of our named executive officers. The corporate performance goals vary year by year, as approved by the Compensation Committee. We set target award levels for our executives based on a percentage of their base salary. The Compensation Committee and Board examines pre-established corporate performance goals and corresponding weighting in determining whether to pay an annual bonus to any named executive officer and the amount of such bonus. The Board, in discussion with management, reserves the right to adjust the aggregate percentage of the bonus payout based on the financial and corporate performance of the Company. In addition, as discussed below, the Board also reserves the right to adjust the ultimate payout percentage based on individual performance. As such, actual payouts to the named executive officers can vary from the target opportunities based on actual performance. At an early January 2026 meeting, the Compensation Committee assessed whether and to what extent the applicable corporate goals were achieved for 2025. The tables below set forth the Compensation Committee determinations with respect to the annual bonus awards for 2025 for each named executive officer:
Annual Bonuses
| Name | Annual Bonus Target for 2025 (Percentage of Base Salary) | Target Payment for 2025 ($) | Actual Achievement of Target for 2025 (Percentage of Annual Bonus Target) | Annual Bonus for 2025 ($) | | Adam S. Grossman | 100% | $925,000 | 125% | $1,156,250 | | Kaitlin Kestenberg | 50% | $287,500 | 125% | $359,375 | | Brad L. Tade(1) | 50% | $250,000 | 100% | $250,000 | | Paul Terence Kohler, Jr.(2) | N/A | N/A | N/A | $15,750 |
Annual Bonuses
| (1) For 2025, the Board decreased achievement of Mr. Tade’s 2025 annual bonus by 25% due to individual performance. |
Annual Bonuses
| (2) Although Mr. Kohler’s employment agreement, dated November 25, 2025, included as Exhibit 10.2 on Form 8-K filed February 25, 2026, did not provide for an annual bonus opportunity for fiscal 2025, the Compensation Committee elected to pay him a discretionary bonus of $15,750. |
Annual Bonuses
The following table provides information regarding each of the corporate performance goals for the annual bonuses, the weighting used to determine such goals, outperformance/stretch goals with an additional reward opportunity, and the ultimate achievement of such goals, as determined by the Compensation Committee:
Annual Bonuses
| Performance Metric | Weighting | Accelerator (if applicable) | Accelerator Weighting (if applicable) | Achievement | | Pipeline. Advance SG-001 data generation by year-end 2025. Implement immunized donor collection and stimulation protocols | 10% | N/A | | 10% | | Manufacturing Yield Enhancement. Initiate commercial-scale production of enhanced yield batches | 15% | N/A | | 15% | | Regulatory. Maintain cGMP-compliant status. Receive an FDA approval for ADMA’s innovative yield enhancement process and commence commercial sales | 15% | N/A | | 15% | | Production. Drug substance batches in line with internal business targets | 10% | Drug substance batches exceeding internal business targets by a percentage increase approved by the Board | 5% | 15% | | IT Infrastructure. Successfully complete planned IT systems upgrades, including launching of new ADMA BioCenters donor application before year-end 2025 | 10% | N/A | | 10% | | Plasma Supply. Achieve substantially all budgeted normal source and high titer plasma collection objectives in fiscal year 2025 | 10% | Exceed high titer plasma collection targets by a percentage increase approved by the Board | 10% | 20% | | Financials. Exceed budgeted fiscal year 2025 revenue targets, while managing operating expenses below budgeted targets. Achieve budgeted de-leveraging targets | 30% | Achievement of revenues in excess of 2025 budget by an initial target percentage approved by the Board | 20% | 30% | | | | Achievement of revenues in excess of 2025 budget by a secondary target percentage approved by the Board | 15% | | | Management Recommendation | | Board Discretion | | 10% | | Total | 100% | | 50% | 125% |
Long-Term Incentives – Equity Compensation
Long-Term Incentives – Equity Compensation We maintain the Equity Compensation Plan, which is a broad-based omnibus equity compensation program that permits the Compensation Committee to award various types of equity-based awards, including stock options and restricted stock units. As a general matter, equity grants to executive officers are intended to incentivize such officers to contribute materially to the growth of the Company, thereby benefitting the Company’s stockholders and aligning the economic interests of the participants with those of the stockholders. We believe that stock options provide a strong incentive to increase stockholder value because the value of the options is entirely dependent on the increase in the market price of our common stock following the date of grant. We believe the restricted stock unit awards provide an appropriate level of balance to the performance-oriented equity components of our long-term program. The Compensation Committee approves equity grants to the named executive officers. Generally, these awards are approved on an annual basis during the first quarter of the year. However, the Compensation Committee may also approve grants in specific scenarios, including, for example, in connection with the hiring of new executive officers. In all instances, grants of new equity awards will not be made to an executive officer within the four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Current Report on Form 8-K that discloses material nonpublic information, or within one business day after the filing of any such reports. In February 2025, Messrs. Grossman and Tade and Ms. Kestenberg received long-term equity incentive awards, consisting of 50% restricted stock units that vest in substantially equal installments on the first four anniversaries of the date of grant and 50% of stock options that vest with respect to 25% of the shares underlying the option on the one-year anniversary of the date of grant, and the remaining 75% of the option shares vesting monthly in substantially equal installments over the next three years. On his start date in December 2025, Mr. Kohler similarly received long-term equity incentive awards, consisting of restricted stock units and stock options that, in each case, vest according to our standard vesting schedule described in the preceding sentence. The table below summarizes the 2025 restricted stock units and stock options awarded to the executive officers of the Company pursuant to the long-term incentive program:
Long-Term Incentives – Equity Compensation
| Name | Restricted Stock Units (#) | Target Value of Restricted Stock Units ($) | Stock Options (#) | Target Value of Stock Options ($) | | Adam S. Grossman | 252,022 | $4,050,000 | 376,744 | $4,050,000 | | Kaitlin Kestenberg | 77,784 | $1,250,000 | 116,279 | $1,250,000 | | Brad L. Tade | 62,227 | $1,000,000 | 93,023 | $1,000,000 | | Paul Terence Kohler, Jr. | 58,019 | $1,125,000 | 91,166 | $1,125,000 |
Long-Term Incentives – Equity Compensation
For additional information regarding stock option and restricted stock unit award terms, see the narrative accompanying the Grants of Plan-Based Awards table.
Ongoing and Post-Employment Compensation
Ongoing and Post-Employment Compensation As of December 31, 2025, we were party to employment agreements with Messrs. Grossman, Tade, and Kohler and Ms. Kestenberg (collectively, the “Executive Employment Agreements”), which entitle these named executive officers to receive a base salary and an annual performance-based bonus and provide that they are eligible to receive equity grants under our long-term incentive equity incentive program. The Executive Employment Agreements are designed to be part of a competitive compensation package and provide for severance pay and benefits upon an involuntary termination and for increased severance pay and benefits in the event an eligible employee is terminated from employment in connection with a “change of control” of the Company. The Executive Employment Agreements provide that each of the named executive officers is eligible to receive severance payments upon certain termination events, including termination by the Company without cause and by the executive for good reason, provided that the executive signs and does not revoke a release of claims in favor of the Company. In addition, the Executive Employment Agreements provide for enhanced severance payments for a termination of employment in connection with a change in control. The table below sets forth the severance payments to which each named executive officer is entitled pursuant to the Executive Employment Agreements in addition to each executive’s earned but unpaid target annual bonus for the prior year:
Ongoing and Post-Employment Compensation
| | Severance Payments | | Change in Control Severance Payments(1) | | | Executive | COBRA Health Continuation Payments | Salary Continuation, Plus Bonus Payments (If Applicable) | COBRA Health Continuation Payments | Salary Continuation, Plus Bonus Payments (If Applicable) | | Adam Grossman | The Company will pay health insurance premiums for 18 months | Equal monthly installment payments of 18 months of base salary plus 1½ times target bonus | The Company will pay health insurance premiums for 24 months | Lump sum payment equal to 24 months’ base salary plus two times target bonus | | Kaitlin Kestenberg | The Company will pay health insurance premiums for 12 months | Equal monthly installment payments of 12 months of base salary | The Company will pay health insurance premiums for 12 months | Lump sum payment equal to 15 months’ base salary plus 1(1)∕2 times target bonus | | Brad L. Tade | The Company will pay health insurance premiums for 12 months | Equal monthly installment payments of 12 months of base salary | The Company will pay health insurance premiums for 12 months | Lump sum payment equal to 15 months’ base salary plus 1(1)∕2 times target bonus | | Paul Terence Kohler, Jr. | The Company will pay health insurance premiums for 6 months | Equal monthly installment payments of 6 months of base salary | The Company will pay health insurance premiums for 9 months | Lump sum payment equal to 9 months’ base salary plus a prorated target bonus for the year of termination |
Ongoing and Post-Employment Compensation
| (1) The change in control severance period for Mr. Grossman begins immediately prior to a change in control and continues through the two-year anniversary of the change in control. The change in control severance period for Mr. Tade, Mr. Kohler, and Ms. Kestenberg begins immediately prior to the change in control and continues through the one-year anniversary of the change in control. |
Tade Retirement; CFO Transition
Tade Retirement; CFO Transition As described on the Current Report on Form 8-K, filed with the SEC on February 25, 2026, on February 20, 2026, Mr. Tade notified the Company that he was retiring from his position as Chief Financial Officer and Treasurer of the Company effective at the close of business on February 25, 2026, following the filing of the Annual Report. In connection with his transition, Mr. Tade agreed to provide certain transition services to the Company through July 31, 2026 (the “CFO Transition”). He was immediately succeeded by Mr. Kohler, the Company’s then-Executive Financial Advisor, pursuant to the terms of Mr. Kohler’s employment agreement with the Company. In connection with the CFO Transition, on February 25, 2026, the Company and Mr. Tade entered into a Separation Agreement and Release (the “Separation Agreement”) and a Consulting Services Agreement (the “Consulting Agreement” and, together with the Separation Agreement, the “Tade Agreements”). In accordance with the terms of the Tade Agreements, Mr. Tade will provide financial and investor relations-related consulting and transition services to the Company as reasonably requested by the President and Chief Executive Officer and the General Counsel, through July 31, 2026 (the “Transition Period”). In connection with the CFO Transition over the Transition Period, Mr. Tade will: (i) remain eligible for his annual bonus earned for 2025 and payable in 2026; (ii) continue to vest in his outstanding RSUs and stock options that are otherwise scheduled to vest over the Transition Period; (iii) receive a monthly consulting fee in the gross amount of $41,666.67; and (iv) subject to timely election of COBRA benefits, receive a payment of the employer portion of the premiums over the Transition Period, plus one additional month should Mr. Tade sign the final release agreement attached to the Separation Agreement within one week following the end of the Transition Period.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table provides compensation information for our non-employee directors for 2025.
DIRECTOR COMPENSATION
| NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(3)(4) | TOTAL ($) | | Steven A. Elms(5) | 96,250 | 174,986 | 174,999 | 446,235 | | Dr. Jerrold B. Grossman | 90,000 | 174,986 | 174,999 | 439,985 | | Lawrence P. Guiheen | 85,000 | 174,986 | 174,999 | 434,985 | | Young T. Kwon, PhD | 95,000 | 174,986 | 174,999 | 444,985 | | Alison C. Finger | 66,250 | 174,986 | 174,999 | 416,235 | | Eduardo Rene Salas | 62,500 | 174,986 | 174,999 | 412,485 |
DIRECTOR COMPENSATION
| (1) Amounts reflected in this column represent the cash fees earned by non-executive directors for services during 2025. Fees earned are based on membership of the Board, committee membership and committee leadership positions. Please refer to our general policy on compensation of the members of our Board below in the section entitled “General Policy Regarding Compensation of Directors.” |
DIRECTOR COMPENSATION
| (2) On February 19, 2025, the Company granted to each of its non-employee directors RSUs with a grant date fair value of $174,986 (or 10,889 RSUs based on the $16.07 per share closing price of the Company’s common stock on the Nasdaq Global Market on the date of grant), vesting in two equal installments, on the six- and 12-month anniversaries of the grant date, becoming fully vested on the one-year anniversary of the grant date, subject to the non-employee director’s continued service as of the applicable vesting date. |
DIRECTOR COMPENSATION
| (3) The amounts in this column represent the aggregate grant date fair value for stock option awards issued during 2025 computed in accordance with FAS ASC Topic 718. Please see footnote (3) to the Summary Compensation Table below for relevant assumptions made. As of December 31, 2025, the aggregate number of option awards outstanding (vested and unvested) for Mr. Elms, Dr. Grossman, Mr. Guiheen, Dr. Kwon, Ms. Finger and Mr. Salas was 16,279; 276,122; 339,959; 252,122; 152,690 and 36,290, respectively. |
DIRECTOR COMPENSATION
| (4) On February 19, 2025, the Company granted to each of its then non-employee directors an option to purchase 16,279 shares of the Company’s common stock. Each option granted to such non-employee directors has an exercise price of $16.07, the closing price of the Company’s common stock on Nasdaq on February 19, 2025, and vests in 12 equal monthly installments, becoming fully vested on the first anniversary of the date of grant. Each option shall terminate on the earlier of (i) February 26, 2035, and (ii) the first anniversary of such director’s ceasing to serve on the Board. |
DIRECTOR COMPENSATION
| (5) Board fees and option grants paid to Mr. Elms are assigned to Aisling. |
General Policy Regarding Compensation of Non-Employee Directors
General Policy Regarding Compensation of Non-Employee Directors Pursuant to a Board-approved compensation program, effective January 1, 2023, each non-employee director of the Company is paid an annual cash retainer of $50,000. The Chairman and Vice-Chairman are each paid an additional fee of $40,000. Effective January 1, 2025, the Board approved retainer increases to each chair and member of the Board’s committees such that the Chairman of the Audit Committee, the Chairman of the Compensation Committee and the Chairman of the Governance and Nominations Committee is each paid a retainer of $25,000, $20,000 and $12,500, respectively, and members of the Audit Committee, the Compensation Committee and the Governance and Nominations Committee are each paid a retainer of $12,500; $10,000 and $6,250, respectively. Since October 2020, 25% of the annual Board and Committee fees are paid to each member of the Board on a quarterly basis, with such payment occurring approximately 5-10 calendar days before the conclusion of the applicable quarter. For 2025, option grant awards to non-employee directors were determined by the Board in its sole, good faith discretion, other than grants made at the time of appointment, as described below. On February 19, 2025, the Company granted to each of its non-employee directors an option to purchase 16,279 shares of the Company’s common stock and 10,889 RSUs. Each option granted to such non-employee directors has an exercise price of $16.07, the closing price of the Company’s common stock on Nasdaq on February 19, 2025, and vests in 12 equal monthly installments, becoming fully vested on the first anniversary of the date of grant. Each option shall terminate on the earlier of (i) February 19, 2035 and (ii) the date that is 90 days from the date such director ceases to serve on the Board. The RSUs will vest in two equal installments, on the six- and 12-month anniversaries of the grant date, becoming fully vested on the one-year anniversary of the grant date, subject to the director’s continued service as of the applicable vesting date. Effective February 25, 2026, upon election or appointment to the Board, each new director will be granted an initial option grant with a value equal to 1.5x the total value of annual Board equity grants to existing directors. Information regarding compensation for those of our directors who are also employees is set forth in the Executive Compensation - Summary Compensation Table below.
Summary Compensation Table
Summary Compensation Table The following table sets forth, for the periods indicated, all of the compensation awarded to, earned by or paid to our named executive officers:
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY | BONUS(1) | STOCK AWARDS(2) | OPTION AWARDS(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) | ALL OTHER COMPENSATION(5) | TOTAL | | Adam S. Grossman | 2025 | $925,000 | — | $4,049,994 | $4,049,998 | $1,156,250 | $56,084 | $10,237,326 | | President, Chief Executive Officer and Director | 2024 | $800,000 | — | $3,011,731 | $3,042,274 | $1,020,000 | $44,729 | $7,918,734 | | | 2023 | $750,000 | $793,125 | $1,921,878 | $2,527,844 | — | $46,802 | $6,039,649 | | Kaitlin Kestenberg | 2025 | $575,000 | — | $1,249,989 | $1,249,999 | $359,375 | $54,284 | $3,488,647 | | Chief Operating Officer & Senior Vice President, Compliance | 2024 | $433,137 | — | $1,257,773 | $1,266,439 | $345,000(6) | $37,671 | $3,340,020 | | | 2023 | — | — | — | — | — | — | — | | Paul Terence Kohler, Jr. | 2025 | $19,231 | — | $1,124,988 | $1,124,988 | $15,750 | $11,992 | $2,296,949 | | Current Chief Financial Officer and Treasurer | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Brad L. Tade | 2025 | $500,000 | — | $999,988 | $999,997 | $250,000 | $73,645 | $2,823,630 | | Former Executive Vice President and Chief Financial Officer(7) | 2024 | $374,792 | — | $1,253,192 | $1,002,292 | $254,475 | $51,684 | $2,936,435 | | | 2023 | — | — | — | — | — | — | — |
Summary Compensation Table
| (1) Prior to 2024, given the structure of the Company’s annual bonus program, all amounts paid pursuant to the Company’s annual bonus awards were disclosed in the “Bonus” column. Bonus amounts for 2023 include an annual cash bonus of $793,125 for Mr. Grossman, which was paid in March 2024. |
Summary Compensation Table
| (2) Amounts reflected in this column represent the aggregate grant date fair value of outstanding RSUs granted to each of the named executive officers under the Equity Compensation Plan, computed in accordance with FASB ASC Topic 718 and the assumptions described in Note 2 of the notes to our consolidated financial statements contained in our Annual Reports on Form 10-K for the years ended December 31, 2025, 2024 and 2023. The fair value of RSUs is determined based on the closing price of the Company’s common stock on the date of grant. |
Summary Compensation Table
| (3) Amounts in this column reflect the aggregate grant date fair value of outstanding stock options granted to each of the named executive officers under the Equity Compensation Plan, computed in accordance with FASB ASC Topic 718 and the assumptions described in Note 2 of our notes to consolidated financial statements contained in our Annual Reports on Form 10-K for the years ended December 31, 2025, 2024, and 2023. We estimate the fair value of each option on the grant date using the Black-Scholes model with the following assumptions: To determine the risk-free interest rate, we utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. The expected term of the options granted is in accordance with Staff Accounting Bulletin 107 which is based on the average between vesting term and contractual term. The expected dividend yield reflects our current and expected future policy for dividends on our common stock. The expected stock price volatility for our stock options was calculated by examining the historical volatility of the Company’s common stock since the stock became publicly traded in the fourth quarter of 2013. The material terms of the options held are described in the footnotes to the Outstanding Equity Awards at Fiscal-Year End table. |
Summary Compensation Table
| (4) Annual bonus awards for 2024 and 2025 were paid pursuant to the Company’s annual bonus program based upon established performance goals and individual performance, as described in the Compensation Discussion & Analysis. Bonus amounts for 2024 include annual cash bonuses of $1,020,000; $345,000 and $254,475 for each of Mr. Grossman, Ms. Kestenberg and Mr. Tade, respectively, which were paid to the named executive officers in March 2025. Bonus amounts for 2025 include annual cash bonuses of $1,156,250, $359,375 and $250,000 for each of Mr. Grossman, Ms. Kestenberg and Mr. Tade, respectively, which were paid to the named executive officers in March 2025, as well as a discretionary bonus of $15,750 to Mr. Kohler, also paid in March 2026. |
Summary Compensation Table
| (5) This column represents other compensation, including 401(k) matching contributions by the Company, and Company payment of medical benefits and life insurance premiums for the named executive officers. In 2024, the Company paid $13,800 in 401(k) employer matching contributions to each of Mr. Grossman, Ms. Kestenberg, and Mr. Tade. In 2024, the Company also paid $30,479 for medical benefits and $450 in life insurance premiums for Mr. Grossman, $23,601 for medical benefits and $270 in life insurance premiums for Ms. Kestenberg, and $37,194 for medical benefits and $690 in life insurance premiums for Mr. Tade. In 2025, the Company paid $23,500 in 401(k) employer matching contributions to each of Mr. Grossman, Ms. Kestenberg, and Mr. Tade. In 2025, the Company also paid $32,134 for medical benefits and $450 in life insurance premiums for Mr. Grossman, $30,514 for medical benefits and $270 in life insurance premiums for Ms. Kestenberg, and $49,455 for medical benefits and $690 in life insurance premiums for Mr. Tade, as well as a $11,992 housing allowance for Mr. Kohler. |
Summary Compensation Table
| (6) Ms. Kestenberg’s cash bonus for 2024 performance was erroneously disclosed as $293,625 in the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2025. |
Summary Compensation Table
| (7) Mr. Tade transitioned from Chief Financial Officer and Treasurer to a consultant role with the Company effective February 25, 2026. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table sets forth each grant made to our named executive officers in 2025 under the plans established by the Company in the amounts granted on such dates.
Grants of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Adam S. Grossman | 2/19/2025 | — | | — | | — | — | 252,022 | 376,744 | $16.07 | $8,100,000 | | | 3/2026 | — | $925,000 | — | | — | — | — | — | — | — | | | 2/19/2025 | — | — | — | | — | — | 77,784 | 116,279 | $16.07 | $2,500,000 | | Kaitlin Kestenberg | 3/2026 | — | $287,500 | — | | — | — | — | — | — | — | | Brad L. Tade | 2/19/2025 | — | — | — | | — | — | 62,227 | 93,023 | $16.07 | $2,000,000 | | | 3/2026 | — | $250,000 | — | | — | — | — | — | — | — | | Paul Terence Kohler, Jr.(4) | 12/8/2025 | — | — | — | | — | — | 58,019 | 91,166 | $19.39 | $2,250,000 | | | 3/2026 | — | — | — | | — | — | — | — | — | — |
Grants of Plan-Based Awards Table
| (1) The amounts included in this column reflect the target annual bonus amounts for each named executive officer for fiscal year 2025. The Company’s annual bonus program does not provide for threshold and maximum annual bonus amounts. Instead, the Compensation Committee determines target bonus amounts, which may be increased or decreased by the Board based on individual performance of the named executive officers. Annual bonus amounts were paid in March 2026. Refer to the Compensation Discussion & Analysis for additional detail regarding the annual bonus payments. |
Grants of Plan-Based Awards Table
| (2) All other stock awards include RSUs granted to the named executive officers for fiscal year 2025, as described in the Compensation Discussion & Analysis. |
Grants of Plan-Based Awards Table
| (3) All other option awards include stock options granted to the named executive officers for fiscal year 2025, as described in the Compensation Discussion & Analysis. |
Grants of Plan-Based Awards Table
| (4) Under Mr. Kohler’s employment agreement, he became eligible to receive an annual bonus in fiscal 2026, and therefore did not have a target annual bonus for fiscal 2025. For 2025, Mr. Kohler was paid a discretionary bonus of $15,750 in March 2026, which represents approximately a prorated portion of his target annual bonus for 2026 (45% of base salary). |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding unexercised options and equity incentive plan awards which have not yet vested held by each of the named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards(1) | | | | | Stock Awards(2) | | | Name | Grant Date | Number of Exercisable Shares Underlying Options (#) | Number of Unexercisable Shares Underlying Options (#) | Option Exercise Price | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(3) | | Adam S. Grossman President, Chief Executive Officer and Director | 02/25/2021 | 181,569 | — | $2.35 | 02/25/2031 | — | — | | | 03/07/2022 | 350,000 | 37,500 | $1.67 | 03/07/2032 | 75,000 | 1,368,000 | | | 03/06/2023 | 382,462 | 358,558 | $3.35 | 03/06/2033 | 286,848 | 5,232,108 | | | 02/26/2024 | 249,185 | 471,765 | $5.40 | 02/26/2034 | 418,296 | 7,629,719 | | | 02/19/2025 | — | 376,744 | $16.07 | 02/19/2035 | 252,022 | 4,596,881 | | Kaitlin Kestenberg Chief Operating Officer & Senior Vice President, Compliance | | | | | | | | | | 02/14/2017 | 5,000 | — | $5.00 | 02/14/2027 | — | — | | | 06/05/2019 | 1,563 | — | $4.31 | 06/05/2029 | — | — | | | 06/05/2019 | 937 | — | $4.31 | 06/05/2029 | — | — | | | 08/19/2020 | 5,417 | — | $2.83 | 08/19/2030 | — | — | | | 02/25/2021 | 3,750 | — | $2.35 | 02/25/2031 | — | — | | | 07/19/2021 | 5,000 | | $1.55 | 07/19/2031 | — | — | | | 03/07/2022 | — | — | — | — | 10,000 | 182,400 | | | 03/06/2023 | — | — | — | — | 47,500 | 866,400 | | | 07/24/2023 | — | — | — | — | 15,000 | 273,600 | | | 04/01/2024 | 125,136 | 175,192 | $6.54 | 04/01/2034 | 144,240 | 2,630,938 | | | 02/19/2025 | — | 116,479 | $16.07 | 02/19/2035 | 77,784 | 1,418,780 | | Paul Terence Kohler, Jr. Current Chief Financial Officer and Treasurer | 12/08/2025 | — | 91,166 | $19.39 | 12/08/2035 | 58,019 | 1,058,267 | | Brad L. Tade Former Chief Financial Officer and Treasurer | 06/26/2023 | — | — | — | — | 50,000 | 912,000 | | | 02/26/2024 | — | — | — | — | 37,500 | 684,000 | | | 07/24/2024 | 40,764 | 74,336 | $13.58 | 07/24/2034 | 54,300 | 990,432 | | | 02/19/2025 | — | 93,023 | $16.07 | 02/19/2035 | 62,227 | 1,135,020 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Stock options granted to our named executive officers vest over four years, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in equal monthly installments over the following 36 months, subject to the named executive officer’s continued employment through the applicable vesting date. Refer to the Compensation Discussion & Analysis for further discussion of the treatment of the stock options upon termination of employment and a change in control. |
Outstanding Equity Awards at Fiscal Year-End
| (2) RSUs granted to our named executive officers vest quarterly on each one-year anniversary of the date of grant, over four years, subject to the named executive officer’s continued employment through the applicable vesting date. In each case, the RSUs will settle into shares of the Company common stock upon vesting. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The market value of the RSUs was determined by multiplying the number of unvested RSUs by the closing market price of $18.24 of the Company’s common stock on December 31, 2025 (the last trading day in 2025). |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth information concerning each exercise of stock options and the vesting of restricted stock by our named executive officers during 2025.
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Adam S. Grossman | 150,000 | 1,951,500 | 403,644 | 6,667,446 | | Kaitlin Kestenberg | 7,500 | 50,500 | 94,330 | 1,749,507 | | Brad L. Tade | — | — | 55,600 | 944,320 | | Paul Terence Kohler, Jr. | — | — | — | — |
Option Exercises and Stock Vested Table
| (1) Reflects options exercised during 2025. |
Option Exercises and Stock Vested Table
| (2) Amount calculated by determining the difference between the market price of the underlying options at exercise and the exercise price of the options. |
Option Exercises and Stock Vested Table
| (3) Shares represent the total number of RSUs that vested during 2025. |
Option Exercises and Stock Vested Table
| (4) Value realized upon vesting of the RSUs represents the total number of shares vested multiplied by the closing price on the vesting date. |
CEO Pay Ratio
CEO Pay Ratio SEC executive compensation disclosure rules require us to disclose the annual total compensation of our CEO for 2025, the median of the annual total compensation of all our employees other than our CEO, as well as their ratio to each other (the “CEO Pay Ratio”). During 2025, Mr. Grossman served as our President and Chief Executive Officer. We use the annual total compensation of Mr. Grossman as disclosed in the Summary Compensation Table to calculate our pay ratio. The annual total compensation for Mr. Grossman, and for the median of the annual total compensation of all employees is calculated in accordance with SEC rules applicable to the Summary Compensation Table. For 2025, these amounts were as follows:
CEO Pay Ratio
| • | Our CEO’s annual total compensation: $10,237,326 |
CEO Pay Ratio
| • | Our median compensated employee’s annual total compensation: $85,586 |
CEO Pay Ratio
| • | Chief Executive Officer Pay Ratio: 120 to 1 |
CEO Pay Ratio
In determining the median compensated employee based on annual total compensation paid, we chose December 31, 2024, as the date used to determine our employee population. As of this date, we had 633 employees, excluding the CEO, of which 626 were full-time salaried employees, with the remaining being part-time employees. There were no seasonal or temporary employees as of this date and no contractors were included in the population. The rules expressly permit the use of a “consistently applied compensation measure” (“CACM”) to determine our median employee. As our CACM, we used annualized salary for 2024. In determining our median compensated employee and calculating the CEO Pay Ratio, we did not use any of the exemptions permitted under SEC rules. As permitted under SEC rules, we may identify our median employee for purposes of providing pay ratio disclosure once every three years, provided that there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the 2025 pay ratio disclosure. In accordance with SEC rules, we determined that, in calculating the CEO Pay Ratio for 2025, there were no changes to the employee population or compensation arrangements in 2025 that would be significant to the pay ratio calculation. Therefore, for the purposes of the 2025 calculations, we continue to use the same median employee that we originally identified in 2024 and our median compensated employee’s actual total compensation for 2025 uses the same methodology used to calculate the annual total compensation of our named executive officers for purposes of the Summary Compensation Table. We believe that the CEO Pay Ratio set forth above is a reasonable estimate for 2025, determined in a manner consistent with SEC rules. The SEC rules for identifying the median compensated employee and calculating the CEO Pay Ratio based on that employee’s annual total compensation permit companies to apply certain exemptions and to make certain assumptions, adjustments, or estimates. Accordingly, the CEO Pay Ratio may not be comparable to the pay ratios reported by other companies, which may have used different methodologies, assumptions, adjustments, or estimates in calculating their pay ratios.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The table below describes and estimates the amounts and benefits that our current named executive officers would have been entitled to receive upon a change of control or a termination of their employment in certain circumstances, assuming such events occurred as of December 31, 2025 (based on the plans and arrangements in effect on such date) and a valuation of our common stock based on its closing market price per share on December 31, 2025 (the last trading day of 2025) of $18.24 per share. The table also assumes that each executive will take all action necessary or appropriate for such person to receive the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described the Compensation Discussion & Analysis. For each current named executive officer, the payments and benefits detailed in the table below are in addition to any payments and benefits under our plans and arrangements that are offered or provided generally to all salaried employees on a non-discriminatory basis and any accumulated vested benefits for each named executive officer, including any stock options and restricted stock units vested as of December 31, 2025 (which are set forth in the Outstanding Equity Awards at Fiscal Year-End table). A description of some elements of the plans, arrangements, and agreements covered by the following tables and which provide for payments or benefits in connection with a termination of employment or change in control are also described in Compensation Discussion & Analysis. The footnotes to the table describe the assumptions that were used in calculating the amounts described below.
Potential Payments Upon Termination or Change in Control
| Name | Base Salary Continuation ($) | Bonus Payment (If Applicable) ($) | COBRA Health Reimbursement ($) | Vesting of Restricted Stock Units ($) | Vesting of Stock Options ($) | Total ($) | | Adam S. Grossman Qualifying Termination other than within CIC Period | 1,387,500 | 1,387,500 | 54,000 | 7,676,509 | 8,062,963 | 18,568,472 | | Qualifying Termination within CIC Period | 1,850,000 | 1,850,000 | 72,000 | 18,826,699 | 12,835,285 | 35,433,984 | | Kaitlin Kestenberg Qualifying Termination other than within CIC Period | 575,000 | — | 36,000 | — | — | 611,000 | | Qualifying Termination within CIC Period | 718,750 | 431,250 | 36,000 | 5,372,118 | 2,302,073 | 8,860,191 | | Brad L. Tade Qualifying Termination other than within CIC Period | 500,000 | — | 36,000 | — | — | 536,000 | | Qualifying Termination within CIC Period | 625,000 | 375,000 | 36,000 | 3,721,452 | 548,239 | 5,305,691 | | Paul Terence Kohler, Jr. Qualifying Termination other than within CIC Period | 250,000 | — | 18,000 | — | — | 268,000 | | Qualifying Termination within CIC Period | 375,000 | — | 27,000 | 1,058,267 | —(1) | 1,460,267 |
Potential Payments Upon Termination or Change in Control
| (1) As of December 31, 2025, the exercise price per share of Mr. Koher’s options was greater than the closing price of the Company’s common stock. |
Potential Payments Upon Termination or Change in Control
As described in the Compensation Discussion & Analysis, Mr. Tade retired from his role as Chief Financial Officer and Treasurer of the Company on February 25, 2026, and transitioned to a consulting role with the Company through July 31, 2026. Mr. Kohler was initially employed as the Company’s Executive Financial Advisor from December 8, 2025 through February 25, 2026, after which he succeeded Mr. Tade as Chief Financial Officer and Treasurer
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following tables provide information regarding fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021 in satisfaction of Item 402(v) of Regulation S-K. For the most recently completed fiscal year, we did not use any financial performance measure to link Compensation Actually Paid to our named executive officers to the Company’s performance; accordingly, this disclosure does not present a company-selected measure in the table below nor a tabular list of our most important performance measures, as permitted by the SEC.
PAY VERSUS PERFORMANCE
| Year (a) | Summary Compensation Table Total for PEO ($)(1) (b) | Compensation Actually paid to PEO ($)(2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2); (3) (e) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) (f) | Value of Initial Fixed $100 Investment Based on Peer Group Total Shareholder Return ($)(4) (g) | Net Income (Millions) ($) (h) | | 2025 | 10,237,326 | 13,616,547 | 2,869,742 | 3,360,437 | 106.36 | 125.85 | 146.93 | | 2024 | 7,918,734 | 47,362,007 | 2,319,752 | 8,383,112 | 379.42 | 103.21 | 197.70 | | 2023 | 6,039,649 | 14,081,485 | 1,965,360 | 4,004,142 | 116.49 | 129.95 | (28.20) | | 2022 | 2,649,501 | 8,544,716 | 1,601,064 | 4,337,081 | 275.18 | 94.28 | (65.90) | | 2021 | 4,361,250 | 1,997,290 | 1,730,385 | 557,225 | 72.31 | 123.16 | (71.65) |
PAY VERSUS PERFORMANCE
| (1) The amounts in the column reflect the amounts reported in the “Total” column of the Summary Compensation Table for Mr. Adam Grossman, the Company’s President, Chief Executive Officer and Director. |
PAY VERSUS PERFORMANCE
| (2) “Compensation Actually Paid” as set forth in this column is calculated in accordance with the Rules set forth under Item 402(v) and does not reflect the actual amounts earned or that may be earned by the applicable named executive officers. Mr. Grossman served as the Company’s sole PEO from 2021–2025. Our non-PEO named executive officers in (i) 2025 were Ms. Kaitlin Kestenberg, the Company’s Chief Operating Officer and Senior Vice President, Compliance, Mr. Tade, the Company’s former Chief Financial Officer and Treasurer, and Mr. Kohler, the Company’s current Chief Financial Officer and Treasurer; (ii) 2024 were Ms. Kestenberg, Mr. Tade and Mr. Brian Lenz, the Company’s former Executive Vice President and Chief Financial Officer; (iii) 2023 and 2022 was Mr. Lenz; and (iv) 2021 was Mr. Lenz and Dr. James Mond, the Company’s former Executive Vice President, Chief Scientific Officer and Chief Medical Officer. |
PAY VERSUS PERFORMANCE
| (3) The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are set forth in the following table. The valuation assumptions used to calculate fair values are consistent with those used in our disclosures of fair value as of the grant date. |
PAY VERSUS PERFORMANCE
| (4) The peer group used for purposes of calculating the amounts in this column is disclosed in “Compensation Discussion and Analysis” above. |
PAY VERSUS PERFORMANCE
| | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | AVERAGE NON-PEO NEOS ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 10,237,326 | 2,869,742 | 7,918,734 | 2,319,752 | 6,039,649 | 1,965,360 | 2,649,501 | 1,601,064 | 4,361,250 | 1,730,385 | | Adjustments for Pension | | | | | | | | | | | | Adjustment Summary Compensation Table Pension | — | — | — | — | — | — | — | — | — | — | | Amount added for current year service cost | — | — | — | — | — | — | — | — | — | — | | Amount added for prior service cost impacting current year | — | — | — | — | — | — | — | — | — | — | | Total Adjustments for Pension | — | — | — | — | — | — | — | — | — | — | | Adjustments for Equity Awards | | | | | | | | | | |
PAY VERSUS PERFORMANCE
| | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | AVERAGE NON-PEO NEOS ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | | Adjustments for grant date values in the Summary Compensation Table | (8,099,992) | (2,249,983) | (6,054,005) | (1,593,232) | (4,449,722) | (1,048,443) | (1,130,064) | (517,946) | (2,968,762) | (1,350,450) | | Year-end fair value of unvested awards granted in the current year | 8,895,363 | 2,344,095 | 21,762,079 | 3,602,224 | 6,056,139 | 1,426,946 | 2,961,868 | 1,357,523 | 622,157 | 184,064 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 1,440,118 | 238,672 | 18,026,784 | 3,096,374 | 6,506,459 | 1,690,652 | 2,462,585 | 1,029,429 | (121,190) | (47,127) | | Fair values at vest date for awards granted and vested in current year | — | — | — | — | — | — | — | — | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 1,143,732 | 157,912 | 5,708,415 | 957,994 | (71,039) | (30,373) | 1,600,826 | 867,012 | 103,834 | 40,352 | | Forfeitures during current year equal to prior year-end fair value | — | — | — | — | — | — | — | — | — | — | | Dividend or dividend equivalents not otherwise included in total compensation | — | — | — | — | — | — | — | — | — | — | | Total Adjustments for Equity Awards | 3,379,221 | 490,695 | 39,443,273 | 6,063,360 | 8,041,836 | 2,038,782 | 5,895,215 | 2,736,017 | (2,363,960) | (1,173,160) | | Compensation Actually Paid (as calculated) | 13,616,547 | 3,360,437 | 47,362,007 | 8,383,112 | 14,081,485 | 4,004,142 | 8,544,716 | 4,337,081 | 1,997,290 | 557,225 |
PAY VERSUS PERFORMANCE
Pay Versus Performance Graphic Description In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between (i) compensation actually paid to the PEO and the named executive officers other than the PEO, and total shareholder return (“TSR”); and (ii) compensation actually paid to the PEO and the named executive officers other than the PEO, and net income (loss).