DEF 14A of Immunome Inc.
Filed Apr 24, 2026 · FY20250001140361-26-016685
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Under our Amended and Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. Each Class III director has a term that expires at this Annual Meeting, each Class I director has a term that expires at the Company’s 2027 annual meeting of stockholders and each Class II director has a term that expires at the Company’s 2028 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their respective earlier death, resignation, or removal. The Board currently consists of seven members. Of the seven members, five (Isaac Barchas, Jean-Jacques Bienaimé, Clay Siegall, Ph.D., Carol Schafer and Philip Wagenheim) have previously been elected by our stockholders. On June 29, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Morphimmune Inc. (“Morphimmune”), and Ibiza Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub merged with and into Morphimmune and became a wholly owned subsidiary of the Company (the “Merger”). The Merger was consummated on October 2, 2023 (the “Closing”). In connection with the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, immediately following the consummation of the Merger, the PIPE Investors purchased, and Immunome issued and sold $125.0 million of shares of Immunome’s common stock (the “PIPE Financing”). In connection with the PIPE Financing, the Company provided Enavate Sciences, LP (“Enavate”) with the right to designate a nominee for election to the Board until the earlier to occur of (i) a Change of Control (as defined in the Subscription Agreement), (ii) Enavate holding less than 6.0% of Immunome’s outstanding capital stock and (iii) June 29, 2030. At the closing of the PIPE Financing, the Board appointed James Boylan to the Board as the Enavate designee. Enavate’s designation right has since expired in accordance with its terms. The Board appointed Sandra Swain, M.D. to the Board in April 2024 to fill a vacancy and expand the knowledge and expertise of the Board. The appointment of Dr. Swain was unanimously approved by the Board at the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”). The term of office of each of Mr. Boylan, Dr. Swain and Mr. Wagenheim, Class III directors, expires at the Annual Meeting. Each of them has been recommended for nomination to the Board by the Nominating Committee and nominated for election by the Board. Proxies may not be voted for a greater number of persons than the number of nominees named in this Proxy Statement. 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 at the Annual Meeting. Accordingly, the three nominees receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed or authenticated proxies will be voted “For” the election of the three nominees named above or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, “For” the election of a substitute nominee designated by the Board. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
The Board of Directors
The Board of Directors The biographies of our nominees for election to the Board as Class III directors, and all other directors, are set forth below. Each biography includes the offices held, other business directorships, the class and term of each director nominee and other director, as well as the specific experience, qualifications, attributes and skills that led us to conclude that each such person should serve as a director. We believe that, as a whole, the Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. The Nominating Committee seeks to assemble a board of directors 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. The Nominating Committee and the Board also seek to attain diversity with respect to geography, thought, knowledge, experience, capability, skills and viewpoints among directors. To this end, the Nominating 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 that the Nominating Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes and skills of each nominee for director that led the Nominating Committee to recommend that person as a nominee. However, each member of the Nominating Committee may have a variety of reasons why they believe a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. Director Biographies
Class III Director Nominees for Election at the Annual Meeting
Class III Director Nominees for Election at the Annual Meeting
Class III Director Nominees for Election at the Annual Meeting
| JAMES BOYLAN | Director Since: 2023 Age: 59 | Committee Memberships: Compensation (Chair), Nominating and Corporate Governance | | | James Boylan has served as a member of the Board since October 2023. Mr. Boylan has also served as the Chief Executive Officer of Enavate Sciences, a portfolio company of Patient Square Capital that provides capital and strategic growth support to biotech and life science companies, since May 2022. Previously, Mr. Boylan served as President and Head of Investment Banking at SVB Leerink from May 2009 to April 2021. Mr. Boylan currently serves on the board of directors of Enavate Sciences, Compass Therapeutics, Inc. (NASDAQ: CMPX), a clinical-stage biopharmaceutical company, Zenas BioPharma (NASDAQ: ZBIO), a clinical-stage biopharmaceutical company, and Graviton Bio, a clinical-stage biopharmaceutical company. Mr. Boylan was previously a director of CAMP4 Therapeutics (NASDAQ: CAMP), a biopharmaceutical company, until September 2025. Mr. Boylan earned his B.S. in Finance from Lehigh University and his M.B.A. from Columbia University. The Nominating Committee and the Board believe Mr. Boylan is qualified to serve on the Board given his significant venture capital experience, public company board experience and extensive experience in the biotechnology and life sciences industry. | |
Class III Director Nominees for Election at the Annual Meeting
| PHILIP WAGENHEIM | Director Since: 2017 Age: 55 | Committee Memberships: None | | | Philip Wagenheim has served as a member of the Board since December 2017. He previously served as our interim Chief Executive Officer from January 2017 to March 2017. Mr. Wagenheim has served as a Managing Member of Broadband Capital Partners, LLC since April 2016. He also served as Vice Chairman of, and held various leadership roles at, Broadband Capital Management LLC and its affiliates since March 2000. Mr. Wagenheim is co-founder and Chief Executive Officer of Sacrilege Motors LLC. Additionally, Mr. Wagenheim served as Secretary, President and a member of the board of directors of Committed Capital Acquisition Corporation II from April 2014 to June 2017. Mr. Wagenheim is a director of Swarmer Inc., a software and artificial defense company (NASDAQ: SWMR), since September 2025. Mr. Wagenheim received his B.B.A. from the University of Miami in 1992. The Nominating Committee and the Board believe that Mr. Wagenheim is qualified to serve on the Board due to his extensive experience as a venture capital investor in the life sciences industry and his financial expertise. | |
Class III Director Nominees for Election at the Annual Meeting
| SANDRA SWAIN, M.D. | Director Since: 2024 Age: 72 | Committee Memberships: Audit Committee | | | Sandra Swain, M.D. has served as a member of the Board since April 2024. Dr. Swain has served as Associate Dean for Research Development at Georgetown University Medical Center since July 2016 and as Professor of Medicine at Georgetown University Medical Center since June 2007. She has also served as Vice President of Genetic Medicine at MedStar Health, a not-for-profit healthcare system, since January 2018. In her primary role as Associate Dean for Research Development, Dr. Swain works closely with industry and community partners to improve patients’ access to cutting-edge treatments and technologies by expanding medical research opportunities both at Georgetown University Medical Center and across the MedStar Health system. Dr. Swain previously served on the board of directors of Seagen, Inc. from November 2022 until its acquisition by Pfizer in December 2023. Dr. Swain holds a M.D. from the University of Florida and a B.A. in Chemistry from the University of North Carolina at Chapel Hill. Dr. Swain completed a residency in Internal Medicine at Vanderbilt University and a fellowship in Medical Oncology at the National Institutes of Health, National Cancer Institute. The Nominating Committee and the Board believe that Dr. Swain is qualified to serve on the Board due to her extensive research and clinical trial experience, particularly in oncology, and her public company and non-profit board experience. | |
Class III Director Nominees for Election at the Annual Meeting
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.
Class I Directors Continuing in Office Until Our 2027 Annual Meeting
Class I Directors Continuing in Office Until Our 2027 Annual Meeting
Class I Directors Continuing in Office Until Our 2027 Annual Meeting
| CLAY SIEGALL, PH.D. President, Chief Executive Officer and Chairman | Director Since: 2023 Age: 65 | Committee Memberships: None | | | Clay Siegall, Ph.D. has served as our President, Chief Executive Officer and Chairman of the Board since October 2023. He previously served as President and Chief Executive Officer of Morphimmune from January 2023 to October 2023, prior to its merger with Immunome. From November 2002 to May 2022, Dr. Siegall served as the Chief Executive Officer of Seagen, Inc. (Nasdaq: SGEN), which he co-founded in July 1997. Dr. Siegall also served as a director of Seagen, Inc. (acquired by Pfizer in December 2023) from December 1997 to May 2022, as its President from June 2000 to May 2022 and as Chairman of its board of directors from March 2004 to May 2022. Prior to co-founding Seagen, Dr. Siegall was with the Bristol-Myers Squibb Pharmaceutical Research Institute from 1991 to 1997, most recently as a Principal Scientist. From 1988 to 1991, Dr. Siegall was a Staff Fellow/Biotechnology Fellow at the National Cancer Institute, National Institutes of Health. In addition to Seagen, Inc., Dr. Siegall previously served as a director of Nurix Therapeutics, Inc. (Nasdaq: NRIX), Alder BioPharmaceuticals, Inc. (Nasdaq: ALD), which was acquired by H. Lundbeck A/S in 2019, Mirna Therapeutics, Inc. and Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE). He also previously served as chairman of the board of Umoja Biopharma, Inc. Dr. Siegall currently serves on the Board of Shattuck Labs, Inc. (Nasdaq: STTK) since March 2024 and served as the Chairman of the Board of Tourmaline Bio, Inc. from December 2023 through October 2025 when it was acquired by Novartis AG. Dr. Siegall received a Ph.D. in Genetics from George Washington University and a B.S. in Zoology from the University of Maryland. The Nominating Committee and the Board believe that Dr. Siegall is qualified to serve on the Board due to his breadth of experience in drug research, development and commercialization, operating and leadership skills for life sciences companies, scientific understanding and corporate vision as well as his experience serving on boards of directors of other publicly-traded biopharmaceutical companies. | |
Class I Directors Continuing in Office Until Our 2027 Annual Meeting
| CAROL SCHAFER | Director Since: 2024 Age: 62 | Committee Memberships: Audit (Chair), Nominating and Corporate Governance | | | Carol Schafer has served as a member of the Board since January 2024. Ms. Schafer has more than 25 years of experience in healthcare investment banking and equity capital markets. Currently, Ms. Schafer serves as Managing Partner at Hyphen Advisors, LLC, a private advisory services company, which she founded in 2018. Ms. Schafer worked at Wells Fargo Securities from 2007 to 2018, most recently as Vice Chair, Equity Capital Markets. Prior to that, Ms. Schafer served as Vice President of Finance and Business Development at Lexicon Pharmaceuticals, Inc. from 2003 to 2007. Earlier, she held positions of increasing responsibility at J.P. Morgan, most recently serving as Managing Director of Equity Capital Markets. Ms. Schafer currently serves on the board of directors of Insmed Incorporated (NASDAQ: INSM), Kura Oncology, Inc. (NASDAQ: KURA) and she previously served on the board of directors of Five Prime Therapeutics, Inc. from 2019 until its acquisition by Amgen in April 2021, of Repare Therapeutics Inc. from 2019 to February 2026 and of Idera Pharmaceuticals, Inc. from 2018 to 2022. She holds an M.B.A. from New York University’s Stern School of Business and a B.A. from Boston College. The Nominating Committee and the Board believe that Ms. Schafer is qualified to serve on the Board due to her extensive experience in financial services and capital markets, including capital raising and investor relations in the pharmaceutical industry, her finance and accounting background and her experience serving on boards of directors of other publicly-traded biopharmaceutical companies. | |
Class II Directors Continuing in Office Until Our 2028 Annual Meeting
Class II Directors Continuing in Office Until Our 2028 Annual Meeting
Class II Directors Continuing in Office Until Our 2028 Annual Meeting
| ISAAC BARCHAS, J.D. | Director Since: 2023 Age: 58 | Committee Memberships: Compensation, Nominating and Corporate Governance (Chair) | | | Isaac Barchas, J.D. has served as the lead independent director of the Board since October 2023. Mr. Barchas has served as a member of the board of directors of Research Bridge Partners, a biotechnology accelerator, since January 2017, and previously served as its President and Chief Executive Officer from January 2017 until January 2024. Mr. Barchas also previously served as Director of the Austin Technology Incubator from 2006 to 2016. Mr. Barchas also worked at McKinsey & Company from 1996 to 2006. Mr. Barchas has served on the board of directors of Courage Therapeutics, Inc., a private biotechnology company, since May 2025, and previously served on the board of Tetricus Labs, a private technology company, from October 2022 until January 2026. Mr. Barchas received his B.A. from Stanford University and his M.A. and J.D. from the University of Chicago. The Nominating Committee and the Board believe that Mr. Barchas is qualified to serve on the Board due to his extensive investment and business experience in the life sciences and biotechnology sectors. | |
Class II Directors Continuing in Office Until Our 2028 Annual Meeting
| JEAN-JACQUES BIENAIMÉ | Director Since: 2023 Age: 72 | Committee Memberships: Audit, Compensation | | | Jean-Jacques Bienaimé has served as a member of the Board since November 2023. Mr. Bienaimé served as a member of the board of directors of BioMarin Pharmaceutical Inc. (Nasdaq: BMRN), a biotechnology company focused on genetic discovery, from May 2005 until May 2024, as its Chief Executive Officer from May 2005 until December 2023 and as its chairman of the board from June 2015 until December 2023. Mr. Bienaimé served as Chairman, Chief Executive Officer and President of Genencor, a biotechnology company focused on industrial bioproducts and targeted cancer biotherapeutics, from November 2002 to April 2005. Prior to Genencor, Mr. Bienaimé served as Chairman, Chief Executive Officer and President of Sangstat Medical Corporation, an immunology-focused biotechnology company, from 1998 to late 2002, becoming President in 1998 and Chief Executive Officer in 1999. Mr. Bienaimé also held several senior management positions at Rhone-Poulenc Rorer Pharmaceuticals (now Sanofi-Aventis) from 1992 to 1998, culminating in the position of Senior Vice President of Worldwide Marketing and Business Development. Earlier in his career, Mr. Bienaimé worked at Genentech, Inc., where he was involved in the launch of tissue plasminogen activator (t-PA) for the treatment of heart attacks. Mr. Bienaimé also currently serves on the board of Incyte Corporation (NASDAQ: INCY), Keros Therapeutics, Inc. (NASDAQ: KROS) (and as Chairman since November 2025) and Ascendis Pharma A/S (NASDAQ: ASND), and he is a member of the board of Biotechnology Innovation Organization (BIO), an industry trade association. Mr. Bienaimé received an M.B.A. from the Wharton School at the University of Pennsylvania and a degree in economics from the Ecole Superieure de Commerce de Paris. The Nominating Committee and the Board believe that Mr. Bienaimé is qualified to serve on the Board due to his extensive business and operating experience in the life sciences and biotechnology sectors, including experience managing and serving on boards of public biotechnology companies. | |
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
Jean-Jacques Bienaimé
| • | reviewing and recommending to the Board the compensation of our directors; |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2025.
Equity Compensation Plan Information
Equity Compensation Plan Information
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders(1) | | | | | 2020 Plan(2) | 9,682,470 | $12.39 | 644,655(3) | | ESPP | — | — | 1,550,859 | | 2020 MI Plan | 1,788,508 | $1.33 | 558,377 | | Equity compensation plans not approved by security holders | | | | | 2024 Inducement Plan | 2,248,700 | $11.57 | 1,251,300 | | CEO Inducement Grant(4) | 2,137,080 | $5.91 | — | | Total | 15,856,758 | $10.15 | 4,005,191 |
Equity Compensation Plan Information
| (1) Includes the following plans: the 2018 Equity Incentive Plan (the “2018 Plan”), the 2020 Equity Incentive Plan (the “2020 Plan”), the 2020 Employee Stock Purchase Plan (“ESPP”) and the 2020 Morphimmune Equity Incentive Plan (the “2020 MI Plan”). The 2020 Plan superseded the 2018 Plan. |
Equity Compensation Plan Information
| (2) Includes securities issued under the 2018 Plan. |
Equity Compensation Plan Information
| (3) The shares of common stock underlying any awards that are forfeited, cancelled, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under our 2020 Plan will be added back to the shares of common stock available for issuance under our 2020 Plan. We no longer make grants under the 2018 Plan. |
Equity Compensation Plan Information
| (4) In connection with the Merger Agreement, the Company entered into an employment agreement with Dr. Siegall dated June 28, 2023, which took effect upon the Closing. In connection with the employment agreement, the Board approved a stock option grant to Dr. Siegall (the “CEO Inducement Grant”) as an inducement material to Dr. Siegall agreeing to be employed by the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The CEO Inducement Grant was not made pursuant to an established plan. |
Equity Compensation Plan Information
Other than the CEO Inducement Grant and the Company’s 2024 Inducement Plan (the “2024 Plan”), there were no equity compensation plans of the Company in effect as of December 31, 2025 that were adopted without the approval of the Company’s security holders. The CEO Inducement Grant provides for the purchase of up to 2,137,080 shares of the Company’s common stock at a price of $5.91 per share, the closing price per share of the Company’s common stock as reported by Nasdaq on June 28, 2023, the date of grant, and vests over four years, with 25% of the shares vesting on the first anniversary of the Closing, and the remainder vesting ratably each subsequent month thereafter, subject to Dr. Siegall’s continued employment through the applicable vesting dates. The terms of the CEO Inducement Grant are substantially the same as the terms contained in the 2020 Plan. Descriptions of the Company’s equity compensation plans are contained in Note 10 (“Share-based compensation”) of the Notes to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The terms of the 2024 Plan are described in more detail below under “Executive Compensation – Equity Incentive Plans – 2024 Inducement Plan.”
Fiscal Year 2025 Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Option awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All other compensation ($)(3) | Total ($) | | Clay Siegall, Ph.D. President, Chief Executive Officer and Chairman of the Board | 2025 | 735,000 | | 6,272,810 | 661,500 | 13,291 | 7,682,601 | | | 2024 | 700,000 | | 7,991,424 | 525,000 | 10,350 | 9,226,774 | | Max Rosett Chief Financial Officer | 2025 | 472,500 | | 1,623,090 | 278,800 | 411,167 | 2,785,557 | | Robert Lechleider, M.D. Chief Medical Officer | 2025 | 530,300 | | 1,897,525 | 307,600 | 12,193 | 2,747,618 |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards(1) | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price per share ($)(2) | Option expiration date | | Clay Siegall, Ph.D. President, Chief Executive Officer and Director | 9/27/2022(3) | 198,565 | — | 1.35 | 9/26/2032 | | | 1/19/2023(5) | 1,191,399 | — | 1.35 | 1/18/2033 | | | 6/28/2023(4) | 1,157,585 | 979,495 | 5.91 | 6/28/2033 | | | 8/9/2024(6) | 266,666 | 533,334 | 12.92 | 8/8/2034 | | | 7/29/2025(7) | — | 800,000 | 10.60 | 7/28/2035 | | Max Rosett Chief Financial Officer | 3/24/2022(8) | 39,713 | — | 1.35 | 3/23/2032 | | | 3/23/2023(9) | 83,482 | 8,366 | 1.05 | 3/22/2033 | | | 1/31/2024(12) | 83,854 | 91,146 | 16.57 | 1/30/2034 | | | 5/16/2024(10) | 11,875 | 18,125 | 14.40 | 5/15/2034 | | | 8/9/2024(13) | 63,333 | 126,667 | 12.92 | 8/8/2034 | | | 7/29/2025(7) | — | 207,000 | 10.60 | 7/28/2035 | | Robert Lechleider, M.D. Chief Medical Officer | 10/27/2023(11) | 216,666 | 183,334 | 8.73 | 10/26/2033 | | | 8/9/2024(13) | 66,666 | 133,334 | 12.92 | 8/8/2034 | | | 7/29/2025(7) | — | 242,000 | 10.60 | 7/28/2035 |
Outstanding Equity Awards at Fiscal Year End
| (1) Options granted to Dr. Siegall and Mr. Rosett under the 2020 MI Plan were adjusted in accordance with the Merger Agreement. Upon the Closing, we assumed the 2020 MI Plan and each outstanding and unexercised option granted under the 2020 MI Plan (the “MI Options”). At the effective time of the Merger, each MI Option was converted into an option to purchase a number of shares of our common stock determined by multiplying (a) the number of shares of Morphimmune common stock that were subject to such MI Option by (b) 0.3042, and rounding the resulting number down to the nearest whole number of shares of our common stock, and the per share exercise price determined by dividing (x) the per share exercise price of such MI Option by (y) 0.3042, and rounding the resulting exercise price up to the nearest whole cent. |
Outstanding Equity Awards at Fiscal Year End
| (2) Option awards granted to Dr. Siegall and Mr. Rosett under the 2020 MI Plan were granted with a per share exercise price equal to the fair market value of Morphimmune common stock on the grant date, as determined in good faith by the board of directors of Morphimmune. |
Outstanding Equity Awards at Fiscal Year End
| (3) This option vested in full upon the completion of the Merger. This grant was made pursuant to the 2020 MI Plan. |
Outstanding Equity Awards at Fiscal Year End
| (4) On June 28, 2023, Dr. Siegall was granted the CEO Inducement Grant. 25% of the shares vest on the one-year anniversary of the Closing, and the remaining shares vest in 36 equal monthly installments each month thereafter. |
Outstanding Equity Awards at Fiscal Year End
| (5) This option vested in full upon the completion of the Merger. This grant was made pursuant to the 2020 MI Plan. |
Outstanding Equity Awards at Fiscal Year End
| (6) This option vests over four years, with 1/4 vesting on August 9, 2025, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (7) This option vests over four years, with 1/4 vesting on July 29, 2026, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (8) This option vests over four years, with 1/4 vesting on March 24, 2023, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 MI Plan. |
Outstanding Equity Awards at Fiscal Year End
| (9) This option vests over four years, with 1/4 vesting on March 23, 2024, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 MI Plan. |
Outstanding Equity Awards at Fiscal Year End
| (10) This option vests over four years, with 1/4 vesting on May 16, 2025, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (11) This option vests over four years, with 1/4 vesting on October 16, 2024, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (12) This option vests over four years, with 1/4 vesting on January 31, 2025, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (13) This option vests over four years, with 1/4 vesting on August 9, 2025, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Item 402(v) Pay Versus Performance
Item 402(v) Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer pay. For additional information about our pay for performance compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive and Director Compensation” beginning on page 27.
Required Tabular Disclosure of Pay Versus Performance
Required Tabular Disclosure of Pay Versus Performance The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our Named Executive Officers and the required financial performance measures for the years shown in the table. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, these amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive and Director Compensation” section above. For purposes of this discussion, our Chief Executive Officer is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”.
Required Tabular Disclosure of Pay Versus Performance
| Fiscal Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return(4) | Net Income (thousands)(5) | | 2025 | $7,682,601 | $28,074,511 | $2,766,588 | $7,003,714 | $200.75 | $(212,394) | | 2024 | $9,226,774 | $8,405,870 | $6,118,184 | $3,993,631 | $99.25 | $(292,963) |
Required Tabular Disclosure of Pay Versus Performance
| (1) NEOs included in these columns reflect the following individuals: |
Required Tabular Disclosure of Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | Clay Siegall, Ph.D. | Max Rosett, Robert Lechleider, M.D. | | 2024 | Clay Siegall, Ph.D. | Kinney Horn, Sandra G. Stoneman |
Required Tabular Disclosure of Pay Versus Performance
| (2) Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. |
Required Tabular Disclosure of Pay Versus Performance
| (3) CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (“SCT”): |
Required Tabular Disclosure of Pay Versus Performance
| Fiscal Year 2025 Reconciliation of SCT Total to CAP* | PEO ($) | Average Non-PEO NEOs ($) | | SCT Total | $7,682,601 | $2,766,588 | | (Minus): Grant Date Fair Value of the “Option Awards” Column in the SCT for Applicable Fiscal Year | $6,272,810 | $1,760,307 | | Plus: Add: Fair Value at Applicable Fiscal Year End of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End | $13,447,901 | $3,773,817 | | Plus: Change in Fair Value from the end of the Prior Fiscal Year to the end of the Applicable Fiscal Year of Awards Granted during Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year End | $13,598,252 | $2,246,730 | | Plus: Vesting Date Fair Value of Awards Granted during Prior Fiscal Years that Vested During Applicable Fiscal Year | $(381,433) | $(23,113) | | CAP | $28,074,511 | $7,003,714 |
Required Tabular Disclosure of Pay Versus Performance
| * For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. |
Required Tabular Disclosure of Pay Versus Performance
The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this Proxy Statement.
Required Tabular Disclosure of Pay Versus Performance
| Stock Options | Fiscal Year 2025 | | Expected Term | 5.31 – 6.08 years | | Strike Price | $6.26 - $18.32 | | Volatility | 84.38% - 89.48% | | Dividend Yield | 0.0% - 0.0% | | Risk-Free Interest Rate | 3.77% - 4.43% |
Required Tabular Disclosure of Pay Versus Performance
| Fiscal Year 2024 Reconciliation of SCT Total to CAP* | PEO ($) | Average Non-PEO NEOs ($) | | SCT Total | $9,226,774 | $6,118,184 | | (Minus): Grant Date Fair Value of the “Option Awards” Column in the SCT for Applicable Fiscal Year | $7,991,424 | $5,461,078 | | Plus: Add: Fair Value at Applicable Fiscal Year End of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End | $6,283,739 | $3,204,481 | | Plus: Change in Fair Value from the end of the Prior Fiscal Year to the end of the Applicable Fiscal Year of Awards Granted during Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year End | $(274,448) | $(4,552) | | Plus: Vesting Date Fair Value of Awards Granted during Prior Fiscal Years that Vested During Applicable Fiscal Year | $1,161,229 | $136,596 | | CAP | $8,405,870 | $3,993,631 |
Required Tabular Disclosure of Pay Versus Performance
| * For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. |
Required Tabular Disclosure of Pay Versus Performance
The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this Proxy Statement.
Required Tabular Disclosure of Pay Versus Performance
| Stock Options | Fiscal Year 2024 | | Expected Term | 5.31 – 6.08 years | | Strike Price | $11.01 – $25.45 | | Volatility | 83.77% - 87.00% | | Dividend Yield | 0.0% - 0.0% | | Risk-Free Interest Rate | 3.67% - 4.70% |
Required Tabular Disclosure of Pay Versus Performance
| (4) The amounts reflect the cumulative total stockholder return of our common stock at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2023, and reinvestment of dividends, if any. |
Required Tabular Disclosure of Pay Versus Performance
| (5) The amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
Non-Employee Director Compensation
Non-Employee Director Compensation The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of our non-employee directors:
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Isaac Barchas, J.D. | 75,000 | 135,000 | 210,000 | | Carol Schafer | 60,000 | 135,000 | 195,000 | | Jean-Jacques Bienaimé | 52,500 | 135,000 | 187,500 | | James Boylan(3) | 55,000 | 135,000 | 190,000 | | Sandra Swain, M.D. | 47,500 | 135,000 | 182,500 | | Philip Wagenheim | 40,000 | 135,000 | 175,000 |
Non-Employee Director Compensation
| (1) The amounts reported here do not reflect the actual economic value realized by our directors. In accordance with SEC rules, this column represents the grant date fair value of shares underlying stock options, calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the stock options are set forth in Note 10, “Share-Based Compensation” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Non-Employee Director Compensation
| (2) The aggregate number of shares subject to outstanding stock options held as of December 31, 2025 by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2025 and prior calendar years are as follows: (i) 148,620 shares subject to outstanding stock options for Mr. Barchas, (ii) 63,131 shares subject to outstanding stock options for Ms. Schafer, (iii) 70,893 shares subject to outstanding stock options for Mr. Bienaimé, (iv) 71,735 shares subject to outstanding stock options for Mr. Boylan, (v) 55,934 shares subject to outstanding stock options for Dr. Swain, (vi) 54,447 shares subject to outstanding stock options for Mr. Wagenheim. As of December 31, 2025, none of our non-employee directors held other unvested stock awards. |
Non-Employee Director Compensation
| (3) Mr. Boylan has agreed to receive and hold for the benefit of Enavate Sciences, LP any securities granted to him for his service on the Board. |
Non-Employee Director Compensation
Clay Siegall, Ph.D., our President, CEO and Chairman of the Board, does not receive any additional compensation for his service on the Board. Dr. Siegall’s compensation as a Named Executive Officer is set forth above under “Executive Compensation-Summary Compensation Table.”
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy The Board adopted a non-employee director compensation policy in September 2020 that is applicable to all of our non-employee directors. The compensation policy was amended effective October 2020, July 2021, June 2022 and October 2023, each following a review of the program. As in effect for 2025, our compensation policy provided that each non-employee director will receive the following compensation for service on the Board:
Non-Employee Director Compensation Policy
| • | an annual cash retainer of $40,000 for eligible directors; |
Non-Employee Director Compensation Policy
| • | an annual cash retainer of $60,000 for service as lead independent director (in lieu of the regular annual retainer described above); |
Non-Employee Director Compensation Policy
| • | an annual cash retainer of $7,500 for service as a member of the Audit Committee, $5,000 for service as a member of the Compensation Committee and $5,000 for service as a member of the Nominating Committee; |
Non-Employee Director Compensation Policy
| • | cash retainers of $15,000 for service as the chair of the Audit Committee, $10,000 for service as the chair of the Compensation Committee and $10,000 for service as the chair of the Nominating Committee; |
Non-Employee Director Compensation Policy
| • | for a non-employee director joining the Board (i) after October 27, 2023 or (ii) in connection with the Closing, upon the later of (x) the date of their initial election or appointment to the Board and (y) October 27, 2023, a |
Non-Employee Director Compensation Policy
stock option to purchase shares of common stock with an aggregate value of $270,000. Such option will vest in equal quarterly installments following the date of grant such that the option is fully vested on the third anniversary of the date of grant, subject to the non-employee director’s continuous service through each applicable vesting date; and
Non-Employee Director Compensation Policy
| • | on the business day following each annual meeting of stockholders, commencing with the 2024 annual meeting of stockholders, an option to purchase shares of common stock with an aggregate value of $135,000. Such option will vest in equal quarterly installments over the four quarters following the date of grant such that the option is fully vested on the first anniversary of the date of grant, subject to the non-employee director’s continuous service through each applicable vesting date. |
Non-Employee Director Compensation Policy
In the event of a Change in Control (as defined in the 2020 Plan), the then unvested options held by each non-employee director who remains in service through the date of the Change in Control will become fully vested. Pursuant to the non-employee director compensation policy, the compensation described above is subject to the limits on non-employee director compensation set forth in the 2020 Plan. Each of the awards described above will be granted under the 2020 Plan, the terms of which are described in more detail below under “Executive Compensation-Employee Benefit Plans-2020 Equity Incentive Plan”. We will also continue to reimburse each non-employee director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.
Executive Officer and Director Compensation
Executive Officer and Director Compensation We have granted stock options to certain of our executive officers and directors. See the sections titled “Non-Employee Director Compensation” and “Executive Compensation” for a description of these stock options.