DEF 14A of Rani Therapeutics Holdings, Inc., Apr 16, 2026

DEF 14A of Rani Therapeutics Holdings, Inc.

Filed Apr 16, 2026 · FY20250001140361-26-015157

Open on EDGAR
  1. Election of Directors

    Election of Directors Rani Holdings’ Board of Directors currently consists of seven directors. There are seven nominees for director this year. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of the Company who was previously elected by the stockholders, other than Mr. Bassan and Dr. Bailey, who were elected to the Board of Directors on October 23, 2025, pursuant to a certain securities purchase agreement dated October 16, 2025 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, for so long as Samsara BioCapital and its affiliates (together, “Samsara”) and Anomaly Ventures, LLC and its affiliates (together, “Anomaly”) each beneficially owns at least 25% of the securities issued to it pursuant to the Purchase Agreement, each of Samsara and Anomaly shall have the right, subject to compliance with the applicable rules and regulations of The Nasdaq Stock Market, to designate one member to our Board of Directors. Although the Company does not have a formal policy regarding attendance by members of the Board of Directors at annual meetings of stockholders, all directors are encouraged to attend. Four of the directors then serving on the Board of Directors attended the Company’s 2025 annual meeting of stockholders. Directors are elected by a plurality of the votes of the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors. Accordingly, the seven nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Rani Holdings. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.

  2. NOMINEES

    NOMINEES The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this proxy statement. The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities and expertise that the committee views as critical to effective functioning of the Board. The Board believes it is important to develop a diverse and experienced board of directors. To provide a mix of experience and perspective on the board, the committee takes into account various factors, including diversity overall with respect to skills, perspective, background and experience. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the committee to believe that that the nominees should continue to serve on the Board. However, each of the members of the committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

  3. NOMINEES

    | Name | Age | Principal Occupation/ Position Held With the Company | | Talat Imran | 45 | Chief Executive Officer of the Company | | Mir Imran | 69 | Chairman of the Board of Directors of the Company | | Dennis Ausiello, M.D. | 80 | Director of CATCH, Massachusetts General Hospital | | Jean-Luc Butel | 69 | Director at Takeda, Novo Holdings, and SG Innovate | | Lisa Rometty | 58 | Chief Executive Officer, Zerigo Health, Inc. | | Vasudev Bailey, Ph.D. | 42 | General Partner, Anomaly Ventures | | Abraham Bassan | 41 | Partner, Samsara BioCapital |

  4. NOMINEES

    Talat Imran. Mr. Imran has served as a member of our Board of Directors and our Chief Executive Officer since June 2021. From January 2014 to June 2021, Mr. Imran served as our Vice President, Strategy. Previously, Mr. Imran served as a partner at InCube Ventures, LP, a venture capital company in the healthcare sector, from May 2007 to June 2021, as co-founder and Managing Director of VentureHealth, a healthcare investment company, from December 2012 to June 2021, and as Chief Executive Officer of Venture Web Partners, a web design, development and hosting firm, from June 2006 to December 2016. He earned a B.A. in Computer Science from the University of California, Santa Cruz. The Nominating and Corporate Governance Committee believes that Mr. Imran’s prior history as chief executive officer positions him to contribute to the Board of Directors his extensive knowledge of the Company and to provide Board continuity. Mr. Imran is the son of Mir Imran, a director and the Chairman of the Company, and a nephew of Mir Hashim, the Company’s Chief Scientific Officer. Mir Imran. Mr. Imran founded Rani Therapeutics, LLC and has served as a member of our Board of Directors since February 2012. From February 2012 to June 2021, he served as our President and Chief Executive Officer, and since June 2021, as our Chairman. Since November 2012, Mr. Imran has served as a co-founder and a Managing Director of InCube Ventures, LP and InCube Crowdfunding, LLC, venture capital companies in the healthcare sector. Since 1995, Mr. Imran has also served as the Chairman of InCube Labs, LLC, a research company that he founded. Mr. Imran is a fellow of the American Institute of Medical and Biological Engineers, the National Academy of Engineering and the National Academy of Inventors. Mr. Imran earned a B.S. in Electrical Engineering from Rutgers University, and attended Rutgers Medical School. The Nominating and Corporate Governance Committee believes Mr. Imran is qualified to serve on our Board of Directors because of his experience in the healthcare sector and medical device research and his extensive knowledge of our Company. Mr. Imran is the father of Talat Imran, a director and the Chief Executive Officer of the Company, and a brother of Mir Hashim, the Company’s Chief Scientific Officer. Dennis Ausiello, M.D. Dr. Ausiello has served as a member of our Board of Directors since September 2018. Dr. Ausiello serves as the Director of the Center for Assessment Technology and Continuous Health (CATCH), which he co-founded, Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School and Physician-in-Chief Emeritus at Massachusetts General Hospital. From 1996 to April 2013, Dr. Ausiello served as the Chief of Medicine at Massachusetts General Hospital. Dr. Ausiello is a member of the Institute of Medicine of the National Academy of Sciences and a fellow of the American Academy of Arts and Sciences. Dr. Ausiello has served on the board of directors of Alnylam Pharmaceuticals, Inc., an RNA interference company, since April 2012, the board of directors of Seres Therapeutics, Inc., a microbiome therapeutics company, since April 2015 and previously served on the board of directors of Pfizer Inc., a pharmaceuticals company. Dr. Ausiello received a B.A. in Biochemistry from Harvard College and an M.D. from the University of Pennsylvania. The Nominating and Corporate Governance Committee believes Dr. Ausiello is qualified to serve on our Board of Directors because of his leadership experience in the medical field, including in finance and research. Jean-Luc Butel. Mr. Butel has served as a member of our Board of Directors since April 2021. Mr. Butel currently serves on the board of directors of multiple companies, including Takeda Pharmaceutical Company Limited, a global pharmaceuticals company, since June 2016, Novo Holdings A/S, a life science investment company, since June 2017. Since June 2015, he has also served as President and Global Healthcare Advisor at K8 Global Pte Ltd., a business consulting firm. Mr. Butel served on the board of directors of Varian Medical Systems Inc., a medical equipment manufacturer, from February 2017 to April 2021. Mr. Butel also served as a Senior Advisor for the Healthcare Systems and Services group at McKinsey & Company, a management consulting firm, from July 2015 to January 2017. Mr. Butel earned a B.A. from George Washington University and an M.B.A from Thunderbird School of Global Management. The Nominating and Corporate Governance Committee believes Mr. Butel is qualified to serve on our Board of Directors because of his leadership experience in healthcare companies. Lisa Rometty. Ms. Rometty has served as a member of our Board of Directors since January 2022. Ms. Rometty has been the Chief Executive Officer and a member of the Board of Directors of Zerigo Health, Inc., a digital health platform for the home treatment of chronic skin conditions, since August 2023. From August 2020 to June 2022, Ms. Rometty served as President of CVS Kidney Care, LLC, a subsidiary of CVS Health, Inc. focused on creating new products and services to slow the progression of chronic kidney disease. From July 2019 to August 2020, Ms. Rometty served as President, Global Client Solutions at Syneos Health, a public biopharmaceutical company. Prior to that, Ms. Rometty served as Vice President and General Manager of Oncology, Life Sciences and Personal Health-Watson Health and as Vice President and General Manager, Global Markets-Watson Health at IBM from January 2018 to July 2019 and October 2015 to December 2017, respectively. Ms. Rometty holds a B.S. in International Business from Michigan State University and an M.B.A. from the University of Notre Dame. The Nominating and Corporate Governance Committee believes Ms. Rometty is qualified to serve on our Board of Directors because of her leadership experience in the healthcare industry. Vasudev Bailey, Ph.D. Dr. Bailey has served as a member of our Board of Directors since October 2025. Dr. Bailey has served as the Founder and General Partner of Anomaly Ventures, a venture capital firm focused on healthcare technology and artificial intelligence, since January 2025. From February 2017 to October 2024, Dr. Bailey served as a Senior Partner at ARTIS Ventures, where he led investments across the life sciences and digital health sectors. Earlier in his career, Dr. Bailey founded and led multiple companies, including the GLG Institute, which became the largest global network of CEOs and CXOs. He also served as a management consultant at McKinsey & Company, advising clients in the healthcare and life sciences industries. Dr. Bailey has raised and managed capital from pensions, endowments, and family offices, and currently serves on advisory boards at Johns Hopkins University (since 2019) and the University of California, Irvine (since 2024). Dr. Bailey has served in various governance capacities across a diverse portfolio of biotechnology and life sciences companies, with a focus on cutting-edge therapeutics and diagnostics. His board and observer roles span early-stage ventures and growth-stage companies, reflecting deep engagement in company formation, strategic development, and scientific innovation. Dr. Bailey obtained his B.S. in Biomedical Engineering with a minor in Political Science from the University of California, Irvine, his Ph.D. from the Johns Hopkins School of Medicine and has been recognized as a Siebel Scholar, Medtronic Scholar, and Regents Scholar. The Nominating and Corporate Governance Committee believes Dr. Bailey is qualified to serve on our Board of Directors because of his extensive experience in the healthcare industry.

  5. NOMINEES

    Abraham Bassan. Mr. Bassan has served as a member of our Board of Directors since October 2025. Mr. Bassan has served as a Partner at Samsara BioCapital, a life sciences investment firm, since April 2025, as a Principal from April 2021 to April 2025, and as a Vice President from July 2017 to April 2021. Since November 2021, he has served on the Board of Directors of Septerna, Inc. (Nasdaq: SEPN). Since May 2022, Mr. Bassan has served as Interim Chief Executive Officer, President, and Director of Link Cell Therapies Inc., a privately held biotechnology company. From February 2021 to May 2022, he was President of Cargo Therapeutics, Inc. (Nasdaq: CRGX), a clinical-stage cell therapy company, and member of its board of directors from 2021 until 2025. Mr. Bassan previously served as a member of the board of directors of Graphite Bio, Inc. from 2020 to 2024. Earlier in his career, Mr. Bassan held the role of Director of Program Biology at Revolution Medicines, Inc. (Nasdaq: RVMD) from December 2014 to July 2017. He was the Founder and Chief Executive Officer of Aurora Medical, Inc., a privately held molecular diagnostics company, from September 2012 to September 2014. From 2010 to 2012, Mr. Bassan served as Associate Director of Program Management at bluebird bio, Inc. (Nasdaq: BLUE), where he managed several gene therapy programs. Mr. Bassan obtained his B.A. in Molecular Biology from Princeton University and his M.S. in Developmental Biology from Stanford University. The Nominating and Corporate Governance Committee believes Mr. Bassan is qualified to serve on our Board of Directors because of his leadership experience in the healthcare industry.

  6. The Board Of Directors Recommends

    The Board Of Directors Recommends A Vote In Favor Of Each Named Nominee.

  7. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  8. Summary Compensation Table

    Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2025 and 2024, compensation awarded to or paid to, or earned by, our Chief Executive Officer and our two other most highly-compensated executive officers as of December 31, 2025 (“Named Executive Officers”).

  9. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Total ($) | | Talat Imran Chief Executive Officer | 2025 | $198,325(3) | — | $502,176 | $351,600 | $1,052,101 | | | 2024 | $105,818(3) | — | $2,936,227 | — | $3,042,245 | | Svai Sanford Chief Financial Officer | 2025 | $392,711(5) | $139,000(4) | $154,993 | $259,700 | $946,404 | | | 2024 | $416,000 | — | $875,456 | — | $1,291,456 | | Kate McKinley Chief Business Officer | 2025 | $370,472(5) | $130,000(4) | $201,565 | $241,900 | $943,937 | | | 2024 | $390,000 | — | $875,456 | — | $1,265,456 |

  10. Summary Compensation Table

    | (1) Amounts do not reflect dollar amounts actually received by our Named Executive Officers and instead, in accordance with SEC rules, represent the aggregate grant date fair value of options to purchase Class A common stock granted to our Named Executive Officers under the 2021 Plan, each computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the Named Executive Officers. |

  11. Summary Compensation Table

    | (2) Amounts disclosed under the “Non-Equity Incentive Plan Compensation” column represent the portion of the annual performance-based bonuses earned pursuant to objective performance criteria established as part of our annual performance-based bonus plan for the indicated year. For further discussion on performance-based bonuses paid for 2025, see the sub-section entitled “Narrative to Summary Compensation Table” below. Annual performance-based bonuses earned during the year are typically paid in the first quarter of the following year. |

  12. Summary Compensation Table

    | (3) In November 2023, the Board approved a reduction in the annual salary of Mr. Imran from $520,000 to $100,000, effective November 1, 2023 through December 31, 2024 or until such time as we received gross proceeds of $50,000,000 or more, from equity financing and/or one or more non-dilutive strategic, licensing or partnering transactions (the “Financing Threshold”). In November 2024, the Board extended the reduction in annual salary of Mr. Imran through December 31, 2025 or until the Financing Threshold was met. The Board approved a new annual base salary for Mr. Imran of $625,100 effective October 20, 2025, in connection with satisfaction of the Financing Threshold. |

  13. Summary Compensation Table

    | (4) Amounts disclosed under the “Bonus” column represent cash retention payments pursuant to a retention program approved by the Board in August 2025. For further discussion on retention payments paid in 2025, see the sub-section entitled “Narrative to Summary Compensation Table” |

  14. Summary Compensation Table

    | (5) Mr. Sanford and Ms. McKinley each voluntarily elected to reduce their base salaries for pay periods beginning September 16, 2025, and ending October 31, 2025, to align with the Company’s broader cash preservation efforts. The amounts shown in the “Salary” column of the Summary Compensation Table above reflect such reductions. |

  15. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

  16. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(8) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($) | | Talat Imran | 5/23/2025(2) | 153,562 | 899,438 | $0.62 | 5/22/2035 | — | — | — | — | | | 3/21/2024(2) | 474,687 | 610,313 | $3.60 | 3/20/2034 | — | — | — | — | | | 3/27/2023(2) | 95,933 | — | $5.44 | 3/26/2033 | — | — | — | — | | | 3/27/2023 | 299,792 | 179,875 | $2.84 | 3/26/2033 | — | — | — | — | | | 3/27/2023(3) | — | — | — | — | 110,469 | $149,133 | — | — | | | 3/22/2022(2) | 109,750 | — | $13.21 | 3/21/2032 | — | — | — | — | | | 3/22/2022 | 137,187 | 16,463 | $2.84 | 3/21/2032 | — | — | — | — | | | 3/22/2022(4) | — | — | — | — | 21,650 | $29,228 | — | — | | | 9/9/2021(5) | 453,125 | — | $19.56 | 9/8/2031 | — | — | — | — | | | 9/9/2021 | 271,875 | — | $2.84 | 9/8/2031 | — | — | — | — | | | 6/17/2021(6) | 47,669 | — | $9.44 | 6/16/2031 | — | — | — | — | | Svai Sanford | 6/17/2021 | 31,252 | — | $2.84 | 6/16/2031 | — | — | — | — | | | 5/23/2025(2) | 47,395 | 277,605 | $0.62 | 5/22/2035 | — | — | — | — | | | 3/21/2024(2) | 141,531 | 181,969 | $3.60 | 3/20/2034 | — | — | — | — | | | 3/27/2023(2) | 34,300 | — | $5.44 | 3/26/2033 | — | — | — | — | | | 3/27/2023 | 107,187 | 64,313 | $2.84 | 3/26/2033 | — | — | — | — | | | 3/27/2023(3) | — | — | — | — | 43,438 | $58,641 | — | — | | | 3/22/2022(2) | 41,666 | — | $13.21 | 3/21/2032 | — | — | — | — | | | 3/22/2022 | 52,084 | 6,250 | $2.84 | 3/21/2032 | — | — | — | — | | | 3/22/2022(4) | — | — | — | — | 8,225 | $11,104 | — | — | | | 6/17/2021(5) | 127,788 | — | $9.44 | 6/16/2031 | — | — | — | — | | | 6/17/2021 | 83,724 | — | $2.84 | 6/16/2031 | — | — | — | — | | Kate McKinley | 8/1/2025(7) | 120,000 | — | $0.53 | 7/31/2035 | — | — | — | — | | | 5/23/2025(2) | 47,395 | 277,605 | $0.62 | 5/22/2035 | — | — | — | — | | | 3/21/2024(2) | 141,531 | 181,969 | $3.60 | 3/20/2034 | — | — | — | — | | | 8/7/2023 | 161,458 | 88,542 | $2.84 | 8/6/2033 | — | — | — | — |

  17. Outstanding Equity Awards at Fiscal Year End

    | (1) On December 16, 2023, our Board of Directors approved a stock option repricing whereby the exercise price of certain previously granted and still outstanding unvested stock option awards issued under the 2021 Plan and the 2016 Equity Incentive Plan, was reduced to $2.84 per share, which represented the most recent closing market price of our Class A common stock to the repricing date. No other terms of the options were modified, and the stock option awards will continue to vest according to their original vesting schedules, remain subject to the same service requirements and will retain their original expiration dates (the “Option Repricing”). Where applicable, an option is disclosed in two rows to show the effects of the Option Repricing. |

  18. Outstanding Equity Awards at Fiscal Year End

    | (2) Award issued pursuant to the 2021 Plan. The shares subject to the options vest over 4 years, with 1/48th of the shares vesting on each monthly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date. |

  19. Outstanding Equity Awards at Fiscal Year End

    | (3) Award issued pursuant to the 2021 Plan. One-sixteenth of the restricted stock units vest on each quarterly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date. |

  20. Outstanding Equity Awards at Fiscal Year End

    | (4) Award issued pursuant to the 2021 Plan. One-quarter of the restricted stock units vest on each yearly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date. |

  21. Outstanding Equity Awards at Fiscal Year End

    | (5) Award issued pursuant to the 2016 Plan. The shares subject to the options vest over 4 years, with one-quarter vesting on June 14, 2022 and 1/48th of the shares vesting on each monthly anniversary thereafter, subject to the Named Executive Officer providing continued service through each such date. |

  22. Outstanding Equity Awards at Fiscal Year End

    | (6) Award issued pursuant to Rani LLC’s 2016 Equity Incentive Plan and assumed by Rani Holdings in connection with the Company’s initial public offering. The shares subject to the option vest over 4 years, with 1/48th of the shares vesting on each monthly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date. |

  23. Outstanding Equity Awards at Fiscal Year End

    | (7) Award issued pursuant to the 2021 Plan. The options were fully exercisable on November 1, 2025. |

  24. Outstanding Equity Awards at Fiscal Year End

    | (8) The market value is based on the closing price of our Class A common stock as of December 31, 2025, of $1.35 per share. |

  25. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our Named Executive Officers has been granted options and restricted stock unit awards that are subject to the terms of the 2021 Plan. Stock awards granted under the 2021 Plan may be subject to acceleration of vesting and exercisability upon or after a Change in Control (as defined in the 2021 Plan) as may be provided in the applicable award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur.

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of all directors of the Company, except Talat Imran, our Chief Executive Officer. Directors who are also our employees receive no additional compensation for their service as directors. Talat Imran did not receive any additional compensation for his services as a director in 2025. The compensation of Talat Imran is set forth above in the section titled “Executive Compensation.”

  27. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025

  28. Director Compensation for Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash ($) | Option Awards(1)(2) ($) | Total ($) | | (a) | (b) | (d) | (h) | | Dennis Ausiello | $20,500 | $23,270 | $43,770 | | Andrew Farquharson(3) | $5,625 | $75,347 | $80,972 | | Maulik Nanavaty(3) | $8,438 | $75,347 | $83,784 | | Jean-Luc Butel | $21,938 | $23,270 | $45,208 | | Laureen DeBuono(4) | $13,125 | — | $13,125 | | Vasudev Bailey(5) | $15,000 | $168,820 | $183,820 | | Lisa Rometty | $23,375 | $23,270 | $46,645 | | Mir Imran | $30,000 | $23,270 | $53,270 | | Abraham Bassan(5) | $13,750 | $168,820 | $182,570 |

  29. Director Compensation for Fiscal Year 2025

    | (1) Amounts reflect the aggregate grant date fair value of options to purchase our Class A common stock granted to our non-employee directors during 2025 under our 2021 Plan, each computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the non-employee directors. |

  30. Director Compensation for Fiscal Year 2025

    | (2) The amount in the “Option Awards” column for Andrew Farquharson and Maulik Nanavaty includes $52,077 in incremental fair value associated with the modification of stock options related to accelerated vesting and an extension of the option exercise period for 180 days past their termination of service. |

  31. Director Compensation for Fiscal Year 2025

    | (3) Resigned from the Board of Directors in October 2025. |

  32. Director Compensation for Fiscal Year 2025

    | (4) Laureen DeBuono retired from the Board of Directors in April 2025. |

  33. Director Compensation for Fiscal Year 2025

    | (5) Appointed to the Board of Directors in October 2025. |

  34. Director Compensation for Fiscal Year 2025

    The following table provides information regarding the aggregate number of outstanding equity awards held by our non-employee directors as of December 31, 2025.

  35. Director Compensation for Fiscal Year 2025

    | Name | Option Awards Outstanding at Year-End | | Dennis Ausiello | 322,009 | | Andrew Farquharson | 242,692 | | Maulik Nanavaty | 322,009 | | Jean-Luc Butel | 378,588 | | Laureen DeBuono | 0 | | Vasudev Bailey | 100,000 | | Lisa Rometty | 266,425 | | Mir Imran | 242,692 | | Abraham Bassan | 100,000 |