DEF 14A of Lyell Immunopharma, Inc.
Filed Apr 24, 2026 · FY20250001140361-26-016686
Election of Directors
Election of Directors Our Board of Directors is divided into three classes. Presently, Class II and Class III each consists of three directors, and Class I consists of two directors. Each class has a three-year term, with the terms of office of the respective classes expiring in successive years. Vacancies on our Board of Directors may be filled by the affirmative vote of a majority of the directors then in office. A director elected by our Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified or, if sooner, until the director’s death, resignation or removal. Our Board of Directors presently has eight members. There are three directors in Class II whose term of office expires in 2026, all of whom have been nominated by our Board of Directors for re-election at the Annual Meeting. Drs. Klausner and Brawley and Mr. Rieflin were each previously elected by our stockholders. Each of the nominees listed below is a current director who was nominated by our Board of Directors at the recommendation of the Nominating and Corporate Governance Committee. If elected at the Annual Meeting, each of these nominees would serve until the 2029 annual meeting and until his successor has been duly elected and qualified or, if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the holders of shares present in person, by remote communication or represented by proxy and entitled to vote on the election of directors. Accordingly, the three 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 three 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 our Board of Directors, or alternatively, our Board of Directors may leave a vacancy on our Board of Directors or reduce the number of directors to be elected at the Annual Meeting. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Five directors attended our annual meeting of stockholders in 2025.
Nominees to Our Board of Directors
Nominees to Our Board of Directors The nominees and their ages as of March 31, 2026, the class in which they are being nominated, positions and length of board service are provided in the table below. Additional biographical descriptions of each nominee are set forth in the text below the table. These descriptions include the primary individual experience, qualifications, qualities and skills of each of the nominees that led to the conclusion that each director should serve as a member of our Board of Directors at this time.
Nominees to Our Board of Directors
| Name of Director Nominee | Class | Age | Position | Director Since | | Richard Klausner, M.D. | II | 74 | Chair of the Board of Directors | September 2018 | | Otis Brawley, M.D.(1) | II | 66 | Director | April 2021 | | William Rieflin(2)(3) | II | 66 | Director | May 2020 |
Nominees to Our Board of Directors
| (1) Chair of the Nominating and Corporate Governance Committee |
Nominees to Our Board of Directors
| (2) Chair of the Audit Committee |
Nominees to Our Board of Directors
| (3) Member of the Compensation Committee |
Nominees to Our Board of Directors
Otis Brawley, M.D., has served as a member of our Board of Directors since April 2021. Dr. Brawley has served as a Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University since January 2019 and a member of the board of directors of PDS Biotechnology Corporation, a publicly traded biotechnology company, since November 2020, Incyte Corporation since September 2021 and Agilent Technologies since November 2021. From April 2007 to December 2018, he served as the Chief Medical and Scientific Officer of American Cancer Society. From January 2002 to August 2007, he was director of the Georgia Cancer Center at Grady Memorial Hospital. From April 2001 to December 2018, he served as a professor of hematology, oncology, medicine and epidemiology at Emory University. Dr. Brawley received an M.D. from the University of Chicago, Pritzker School of Medicine and a B.S. in Chemistry from the University of Chicago. He completed an internal medicine residency at Case-Western Reserve University and a fellowship in medical oncology at the National Cancer Institute. He is board certified in internal medicine and medical oncology. We believe that Dr. Brawley’s education and expertise in the field of oncology, as well as his experience on public company and non-profit boards, make him an appropriate member of our Board of Directors. Rick Klausner, MD., is our founder and current Board Chair and was previously our Chief Executive Officer from September 2018 to July 2020 and Executive Chairman from August 2020 to October 2021. Dr. Klausner is the founder, co-chair and Chief Scientific Officer of Altos Labs, a private life sciences company. He is co-founder and director of Prometheus, co-founder and director of Catharos and is a director of Ohalo Genetics. He is the President of the Milky Way Research Foundation and founder and Managing Partner of Milky Way Investments. He was the founder and director of Juno Therapeutics and the founder and director of GRAIL. He is the Chairman of Sonoma Biotherapeutics, Co-Founder and Chairman of Lifemine Therapeutics and founder and board member of Parabilis Medicines. He is the former Senior Vice President, Chief Medical Officer, and Chief Opportunity Officer of Illumina Corporation. Previously, he was Executive Director for Global Health of the Bill and Melinda Gates Foundation. Dr. Klausner was appointed by Presidents Clinton and Bush as the eleventh Director of the U.S. National Cancer Institute between 1995 and 2001. Dr. Klausner served as chief of the Cell Biology and Metabolism Branch of the National Institute of Child Health and Human Development and a past president of the American Society of Clinical Investigation. Dr. Klausner earned an M.D. from Duke Medical School and a B.S. from Yale University. We believe that Dr. Klausner’s scientific and medical expertise, particularly in cell biology, molecular biology and cancer, as well as his industry, academic and public service leadership roles, make him an appropriate member of our Board of Directors. William Rieflin has served as a member of our Board of Directors since May 2020. From September 2010 to September 2018, he served as the Chief Executive Officer of NGM Biopharmaceuticals, Inc., where he served as Chairman of the Board from July 2022 to September 2025, as Executive Chairman from September 2018 to July 2022 and as a member of the board since 2010. Mr. Rieflin previously served on the board of directors of Anacor Pharmaceuticals, Inc., a pharmaceutical company, from April 2011 to June 2016, RAPT Therapeutics, Inc., a pharmaceutical company, from April 2015 to January 2025 and XenoPort, Inc. from September 2010 to July 2016. Mr. Rieflin also served as a board member of Flexus Biosciences until its acquisition in 2015. He currently serves on the board of directors of Kallyope, Inc. and Lycia Therapeutics, Inc., both privately held companies. Mr. Rieflin received an M.B.A. from the University of Chicago Booth Graduate School of Business, a J.D. from Stanford Law School and a B.S. in Industrial and Labor Relations from Cornell University. We believe that Mr. Rieflin’s extensive experience in the biopharmaceutical industry, his industry expertise and financial knowledge and his experience as a member of the board of directors of other public companies make him an appropriate member of our Board of Directors.
A Vote “FOR” each Named Nominee
A Vote “FOR” each Named Nominee
Continuing Directors
Continuing Directors Continuing directors and their ages as of March 31, 2026, the class in which they belong, positions and length of board service are provided in the table below. Additional biographical descriptions of each director are set forth in the text below the table.
Continuing Directors
| Name of Director | Class | Age | Position | Director Since | | Mark J. Bachleda, Pharm.D., M.B.A.(1) | I | 51 | Director | June 2025 | | Catherine Friedman(2)(3) | I | 65 | Lead Independent Director | August 2018 | | Elizabeth Nabel, M.D.(1)(2) | III | 74 | Director | April 2021 | | Sumant Ramachandra, M.D., Ph.D.(4) | III | 57 | Director | October 2024 | | Lynn Seely, M.D. | III | 67 | President, Chief Executive Officer and Director | May 2021 |
Continuing Directors
| (1) Member of the Nominating and Corporate Governance Committee |
Continuing Directors
| (2) Member of the Audit Committee |
Continuing Directors
| (3) Chair of the Compensation Committee |
Continuing Directors
| (4) Member of the Compensation Committee |
Continuing Directors
Mark J. Bachleda, Pharm.D., M.B.A., has served as a member of our Board of Directors since June 2025. Since June 2024, Dr. Bachleda has served as the Chief Executive Officer and member of the board of directors of Eyconis, Inc. Previously, Dr. Bachleda has served in executive leadership roles at Amgen, Juno Therapeutics and Bristol Myers Squibb (BMS), and most recently he was Chief Commercial Officer at Galera Therapeutics. Prior to joining Galera, he served as Vice President and U.S. Business Unit Head of the CAR T cell therapy franchise at BMS, a role he held previously at Celgene Corporation before its acquisition by BMS in 2019. Prior to this, he was Vice President, Sales and Account Management at Juno when it was acquired by Celgene in 2018. Previously, he had a 15-year career at Amgen in U.S. and international roles of increasing responsibility up to Country President and General Manager of Amgen Czech Republic. Earlier in his career, he held positions at Pfizer, Inc. and Johnson & Johnson. Dr. Bachleda is a registered pharmacist and received his Pharm.D. degree from the University of Illinois at Chicago. He completed a post-doctoral fellowship in health policy and economics at Thomas Jefferson University and earned MBA degrees from both Columbia University and the University of California, Berkeley. We believe that Dr. Bachleda’s extensive work for biotechnology companies, particularly his experience with commercial operations, makes him an appropriate member of our Board of Directors. Catherine Friedman has served as a member of our Board of Directors since August 2018 and Lead Independent Director since July 2021. Ms. Friedman is a business executive with nearly 40 years of experience across finance, technology and healthcare. Ms. Friedman is an Executive Venture Partner at GV Management Company, LLC, where she is a senior member of the investing team and advises the life sciences portfolio. Ms. Friedman has spent 15 years on the boards of leading public and private life sciences and technology companies. She has previously served as an independent director at Seer, Inc., Altaba Inc. (formerly Yahoo!), Revolution Healthcare Acquisition Corp. and until recently, at GRAIL, Vividion Therapeutics (acquired by Bayer) and Radius Health. Earlier in her career, Ms. Friedman spent nearly 24 years with Morgan Stanley. She held several executive positions, including Managing Director, Head of West Coast Healthcare, and co-head of Morgan Stanley’s biotechnology practice. Ms. Friedman holds a B.A. in economics from Harvard University and an M.B.A. from The University of Virginia’s Darden School of Business. She is a foundation trustee at the University of Virginia’s Darden School of Business. We believe that Ms. Friedman’s extensive financial experience and work for biotechnology companies make her an appropriate member of our Board of Directors. Elizabeth Nabel, M.D., has served as a member of our Board of Directors since April 2021 and brings a unique perspective to health care based on her experience as a physician, research scientist, academic medicine leader and wellness advocate. She also serves on the board of directors of Moderna and Medtronic. Dr. Nabel currently is a Senior Advisor for ModeX Therapeutics/OPKO Health, a new biotechnology company focused on developing innovative immunotherapies for cancer and viral diseases. Since March 2021, she has served in several roles at ModeX Therapeutics/OPKO Health, including Executive Vice President of Strategy of ModeX Therapeutics, Chair of the OPKO Advisory Board, and Senior Advisor. From 2010 to 2021, she served as the President of Brigham Health and its Brigham and Women’s Hospital, an academic medical center consisting of hospitals and physician organizations operating inpatient and outpatient facilities, clinics, primary care health centers, diagnostic and treatment facilities, research laboratories, and postgraduate medical and scientific education and training programs, and was Professor of Medicine at Harvard Medical School. She is currently a Professor of Medicine emeritus. Prior to joining Brigham Health, she held a variety of roles, including Director, at the National Heart, Lung and Blood Institute at the National Institutes of Health, a federal agency funding research, training and education programs to promote the prevention and treatment of heart, lung and blood diseases, from 1999 to 2009, and Chief of Cardiology at the University of Michigan. Her colleagues have elected her to the American Academy of the Arts and Sciences, the National Academy of Medicine, the Association of American Physicians, the American Society of Clinical Investigation, and she is a Fellow of the American Association for the Advancement of Science. A native of St. Paul, Minnesota, Dr. Nabel received an M.D. from Weill Cornell Medical College and a B.A. in psychology from St. Olaf College, and she completed her internal medicine and cardiology training at Brigham and Women’s Hospital. We believe that Dr. Nabel’s education and extensive work in medicine makes her an appropriate member of our Board of Directors. Sumant Ramachandra, M.D., Ph.D., has served as a member of our Board of Directors since October 2024. Since April 2025, Dr. Ramachandra has served as the Chief Executive Officer and member of the board of directors of Lutris Pharma Ltd., a biopharmaceutical company. Previously, he served as the Chief Executive Officer of ImmPACT Bio USA, Inc., a wholly-owned subsidiary of Lyell, since November 2021 and as a member of its board of directors from December 2021 to October 2024, when ImmPACT was acquired by Lyell. Prior to joining ImmPACT, Dr. Ramachandra was most recently Chief Science, Technology and Medical Officer for Baxter International since June 2017. In addition to these responsibilities, he was appointed President of Baxter Pharmaceuticals in mid-2019 and was appointed as Baxter’s Chair for the Global Inclusion Council focused on inclusion and diversity. Prior to Baxter, he worked with Pfizer, most recently as Senior Vice President, Head of Research & Development, Pfizer Essential Health. He served as Chief Scientific Officer at Hospira from 2008 to 2015 prior to Pfizer’s acquisition of Hospira in 2015. Earlier in his career, Dr. Ramachandra worked with Pfizer and Merck & Co. in various senior-level oncology global product development, medical affairs and business development and licensing roles and as a clinical pharmacologist. Before entering the industry in 2000, he was an intern and resident physician, medical services, at Massachusetts General Hospital, Harvard Medical School. We believe that Dr. Ramachandra’s education as well as his extensive industry experience make him an appropriate member of our Board of Directors.
Continuing Directors
Lynn Seely, M.D., has served as our President and Chief Executive Officer since December 2022 and has been a member of our Board of Directors since May 2021. She was formerly President and Chief Executive Officer and a member of the board of directors of Myovant Sciences, Inc., a biopharmaceutical company that gained marketing approval and launched ORGOVYX for men with advanced prostate cancer and MYFEMBREE for women with uterine fibroids and endometriosis. Prior to joining Myovant, Dr. Seely served as the Chief Medical Officer of Medivation, Inc. from 2005 to 2015. In this role, Dr. Seely oversaw the development and marketing approval of the blockbuster medicine XTANDI for men with castration-resistant prostate cancer and held leadership roles in drug development collaborations with Pfizer Inc. and Astellas Pharma US, Inc. Prior to joining Medivation, Dr. Seely served as Vice President of Clinical Development at Corgentech Inc., at Cytyc Health Corporation, and at ProDuct Health, Inc., a medical device company acquired by Cytyc Corporation. Dr. Seely began her industry career in clinical development at Chiron Corporation in 1996. Dr. Seely served as an independent director for Blueprint Medicines Corporation from 2016 until the sale of the company to Sanofi in 2025, and for TORL Biotherapeutics Corporation from 2023 to 2025. She currently serves on the Board of Managers for Life Science Cares Bay Area. Dr. Seely received a B.A. in journalism from the University of Oklahoma and an M.D. from the University of Oklahoma College of Medicine. She completed her residency and served as Chief Resident in internal medicine at Yale-New Haven Hospital, and she completed her Fellowship in endocrinology and metabolism at the University of California, San Diego, where she was on faculty before joining industry. We believe that Dr. Seely’s education and work in healthcare and life sciences makes her an appropriate member of our Board of Directors.
INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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)(3) | Total ($) | | Mark Bachleda, Pharm.D., M.B.A.(4) | 30,606 | 120,091 | 150,697 | | Otis Brawley, M.D. | 60,000 | 37,609 | 97,609 | | Catherine Friedman | 105,000 | 37,609 | 142,609 | | Richard Klausner, M.D. | 85,000 | 37,609 | 122,609 | | Elizabeth Nabel, M.D. | 65,000 | 37,609 | 102,609 | | Robert Nelsen(5) | 21,464 | — | 21,464 | | Sumant Ramachandra, M.D., Ph.D. | 56,307 | 37,609 | 93,916 | | William Rieflin | 77,500 | 37,609 | 115,109 |
Non-Employee Director Compensation
| (1) As of December 31, 2025, our non-employee directors held options to purchase shares of our common stock as set forth below: |
Non-Employee Director Compensation
| Name | Number of Option Awards (#) | | Mark Bachleda, Pharm.D., M.B.A. | 13,000 | | Otis Brawley, M.D. | 42,250 | | Catherine Friedman | 54,750 | | Richard Klausner, M.D. | 424,205 | | Elizabeth Nabel, M.D. | 42,250 | | Robert Nelsen | — | | Sumant Ramachandra, M.D., Ph.D. | 19,500 | | William Rieflin | 42,250 |
Non-Employee Director Compensation
No other options were held by non-employee directors as of December 31, 2025.
Non-Employee Director Compensation
| (2) All of the option awards were granted under our 2021 Equity Incentive Plan. The amounts shown represent the grant date fair values of option awards granted in 2025 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718 (“FASB ASC Topic 718”). See Note 14, Stock-based Compensation, to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions used in the calculation. |
Non-Employee Director Compensation
| (3) The amount shown corresponds to (i) for each of our directors except Dr. Bachleda, the annual grant of an option to purchase 6,500 shares of our common stock on May 15, 2025 and (ii) for Dr. Bachleda, an initial option grant to purchase 13,000 shares of our common stock granted on June 9, 2025, each pursuant to the then-current Non-Employee Director Compensation Policy. |
Non-Employee Director Compensation
| (4) Dr. Bachleda joined our Board of Directors on June 9, 2025 and was appointed to the Nominating and Corporate Governance Committee on June 24, 2025, and his fees were pro-rated. |
Non-Employee Director Compensation
| (5) Mr. Nelsen did not stand for re-election at the 2025 Annual Meeting and, as such, ceased serving as a director as of May 15, 2025. |
Non-Employee Director Compensation
Dr. Seely also served on our Board of Directors during 2025 but did not receive any additional compensation for her service as a director. For information regarding her compensation as our President and Chief Executive Officer, see the section titled “Executive Compensation.” We have reimbursed and will continue to reimburse our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings. Non-Employee Director Compensation Policy Our Board of Directors adopted the Non-Employee Director Compensation Policy for our non-employee directors, as amended and restated in April 2021, April 2022, September 2023 and April 2024 (the “Prior Policy”). In April 2026, to bring our non-employee director compensation program in line with the practices of our peer group, our Compensation Committee approved updates to the Prior Policy to increase the equity compensation to our non-employee directors, effective June 10, 2026, the date of the Annual Meeting (such updated policy, the “Updated Director Compensation Policy”). No changes were made to the cash compensation our non-employee directors are eligible to receive in connection with the Updated Director Compensation Policy. The Updated Director Compensation Policy provides that our non-employee directors receive the following compensation for service on our Board of Directors:
Non-Employee Director Compensation
| • | an annual cash retainer of $50,000 (same as under the Prior Policy) for all non-employee directors other than the lead independent director/Chair of our Board of Directors; |
Non-Employee Director Compensation
| • | an annual cash retainer of $80,000 (same as under the Prior Policy) for the lead independent director of our Board of Directors; |
Non-Employee Director Compensation
| • | an annual cash retainer of $85,000 (same as under the Prior Policy) for the Chair of our Board of Directors; |
Non-Employee Director Compensation
| • | an additional annual cash retainer of $20,000, $15,000, and $10,000 (same as under the Prior Policy) for service as Chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; |
Non-Employee Director Compensation
| • | an additional annual cash retainer of $10,000, $7,500 and $5,000 (same as under the Prior Policy) for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (other than for as the chair for any such committee); |
Non-Employee Director Compensation
| • | an appointment option grant, upon the date a new non-employee director is first elected or appointed to our Board of Directors, to purchase the lesser of (i) shares of common stock calculated to have a Black-Scholes value of $500,000 on the date of grant, rounded to the nearest whole number; and (ii) 18,500 shares (an increase from 13,000 shares under the Prior Policy) of common stock, with such grant vesting in 36 equal monthly installments measured from the date the non-employee director is first elected or appointed to our Board of Directors, subject to the non-employee director’s continued service on each applicable vesting date; and |
Non-Employee Director Compensation
| • | an annual option grant, upon the date of each of our annual meeting of stockholders, to purchase the lesser of (i) shares of common stock calculated to have a Black-Scholes value of $300,000 on the date of grant, rounded to the nearest whole number; and (ii) 9,250 shares (an increase from 6,500 shares under the Prior Policy) of common stock, all of which shares vest on the earlier of (a) the date of the next annual meeting (or the date immediately prior to such date if the non-employee director’s service as a director ends at such annual meeting due to the director’s failure to be re-elected or the director not standing for re-election) or (b) the first anniversary of the date of grant, in each case subject to the non-employee director’s continued service on each applicable vesting date. |
Non-Employee Director Compensation
Each appointment option grant and annual option grant is granted under our 2021 Equity Incentive Plan (“2021 Plan”). In the event of our Change in Control (as defined in the 2021 Plan), each non-employee director’s then-outstanding equity awards will become fully vested immediately prior to the closing of the Change in Control, provided that he or she remains in continuous service until immediately prior to the date of such Change in Control.
Summary Compensation Table
Summary Compensation Table The following table shows for the fiscal years ended 2025 and 2024 compensation awarded to, earned by or paid to our named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Lynn Seely, M.D. President, Chief Executive Officer and Director | 2025 | 690,173 | — | 186,806 | 2,907,551 | 414,000 | 23,735(4) | 4,222,265 | | | 2024 | 675,962 | — | 474,000 | — | 324,000 | 21,414 | 1,495,376 | | Stephen Hill Chief Operating Officer | 2025 | 529,473 | — | 62,269 | 1,183,606 | 291,500 | 9,591 (5) | 2,076,439 | | | 2024 | 516,738 | — | 94,800 | 497,600 | 226,400 | 7,304 | 1,342,842 | | Gary Lee, Ph.D. Chief Scientific Officer | 2025 | 520,015 | — | 62,269 | 1,093,547 | 260,000 | 6,790(6) | 1,942,621 | | | 2024 | 507,169 | — | 94,800 | 497,600 | 203,200 | 6,709 | 1,309,478 |
Summary Compensation Table
| (1) The amounts represent the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718, of awards of (a) for 2025, restricted stock units (“RSUs”) granted to our named executive officers and (b) for 2024, performance-based restricted stock units (“PSUs”) granted to our named executive officers, which are subject to performance conditions and market conditions. The grant date fair values of the PSUs subject to performance conditions are based on the probable outcome of such conditions and given the Company determined that it was not probable at grant that any of the performance conditions applicable to the PSUs would be met, the grant date fair value reported in the stock awards column for all of the PSUs subject to performance conditions is $0. The value of the PSUs subject to performance conditions at the grant date assuming that the highest level of performance conditions would be achieved is $2,160,000 for Dr. Seely, $432,000 for Mr. Hill and $432,000 for Dr. Lee. The grant date fair values of PSUs subject to the market conditions are estimated using Monte Carlo simulations, accounting for the maximum percentage of the PSUs subject to the market conditions being earned. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. |
Summary Compensation Table
| (2) Except as otherwise noted below, the amounts shown represent the sum of (a) the grant date fair values of option awards granted in 2025 and 2024, as computed in accordance with FASB ASC Topic 718 and (b) for 2025, performance-based options (“PBOs”) granted to our named executive officers, which are subject to performance conditions and market conditions. The grant date fair values of the PBOs subject to performance conditions are based on the probable outcome of such conditions and given the Company determined that it was not probable at grant that any of the performance conditions applicable to the PBOs would be met, the grant date fair values reported in the option awards column for all of the PBOs subject to performance conditions is $0. The value of the PBOs subject to performance conditions at the grant date assuming that the highest level of performance conditions would be achieved is $317,687 for Dr. Seely, $105,893 for Mr. Hill and $105,893 for Dr. Lee. The grant date fair values of PBOs subject to the market conditions are estimated using Monte Carlo simulations, accounting for the maximum percentage of the PBOs subject to the market conditions being earned. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. |
Summary Compensation Table
| (3) The amounts shown represent the annual performance-based cash bonus earned by our named executive officers based on the achievement of certain corporate performance objectives during 2025 and 2024. For more information about the 2025 annual incentive bonus program, see the subsection below titled “Narrative to the Summary Compensation Table — Annual Performance Bonus – Non-Equity Incentive Plan Compensation.” These amounts were paid in early 2026 and 2025, respectively. |
Summary Compensation Table
| (4) For Dr. Seely, the amount shown represents $18,985 of life insurance premiums paid by us on her behalf, which includes $6,793 for associated taxes, and $4,750 in 401(k) matching contributions. |
Summary Compensation Table
| (5) For Mr. Hill, the amount shown represents $4,775 of life insurance premiums paid by us on his behalf, which includes $1,163 for associated taxes, $4,750 in 401(k) matching contributions and $66 in other compensation. |
Summary Compensation Table
| (6) For Dr. Lee, the amount shown represents $1,962 of life insurance premiums paid by us on his behalf, which includes $702 for associated taxes, $4,750 in 401(k) matching contributions and $78 in other compensation. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2025 (all shares reflect the effect of the Reverse Split).
Outstanding Equity Awards at Fiscal Year End
| | Option Awards(1) | | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price Per Share ($) | Vesting Commencement Date | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Lynn Seely, M.D.(2) | 5/20/2021 | 20,000 | — | — | 288.00 | 5/20/2021(3) | 5/19/2031 | — | — | — | — | | | 6/8/2022 | 3,250 | — | — | 106.20 | 6/8/2022(4) | 6/7/2032 | — | — | — | — | | | 12/15/2022 | 225,003 | 149,996 | — | 37.40(5) | 12/15/2022(5)(6) | 12/14/2032 | — | — | — | — | | | 2/9/2024 | — | — | — | — | — | — | 20,000 (7) | 615,600(8) | 25,000 (7) | 769,500(8) | | | 2/10/2025 | 14,067 | 53,432 | — | 11.07 | 2/9/2025(9) | 2/9/2035 | 13,710(10) | 421,994(8) | — | — | | | 2/10/2025 | — | — | 47,248 | 11.07 | 2/9/2025(11) | 2/9/2035 | — | — | — | — | | | 10/27/2025 | — | 175,000 | — | 17.23 | 10/27/2025(9) | 10/26/2035 | — | — | — | — | | Stephen Hill | 7/10/2019 | 25,000 | — | — | 37.40(5) | 6/19/2019(5)(6) | 7/9/2029 | — | — | — | — | | | 1/16/2020 | 8,250 | — | — | 37.40(5) | 2/1/2020(5)(12) | 1/15/2030 | — | — | — | — | | | 11/17/2020 | 22,500 | — | — | 37.40(5) | 12/1/2020(5)(12) | 11/16/2030 | — | — | — | — | | | 2/12/2021 | 4,823 | 177 | — | 37.40(5) | 3/1/2021(5)(12) | 2/11/2031 | — | — | — | — | | | 4/14/2021 | 4,045 | 205 | — | 37.40(5) | 4/14/2021(5)(12) | 4/13/2031 | — | — | — | — | | | 3/16/2022 | 27,940 | 7,059 | — | 37.40(5) | 2/9/2022(5)(13) | 3/15/2032 | — | — | — | — | | | 2/24/2023 | 31,880 | 13,119 | — | 42.60 | 2/9/2023(9) | 2/23/2033 | — | — | — | — | | | 2/9/2024 | 9,172 | 10,827 | — | 36.00 | 2/9/2024(9) | 2/8/2034 | 4,000(7) | 123,120(8) | 5,000(7) | 153,900(8) | | | 2/10/2025 | 4,690 | 17,809 | — | 11.07 | 2/9/2025(9) | 2/9/2035 | 4,569(10) | 140,634(8) | — | — | | | 2/10/2025 | — | — | 15,749 | 11.07 | 2/9/2025(11) | 2/9/2035 | — | — | — | — | | | 10/27/2025 | — | 75,000 | — | 17.23 | 10/27/2025(9) | 10/26/2035 | — | — | — | — | | Gary Lee, Ph.D. | 2/11/2022 | 32,504 | 7,495 | — | 37.40(5) | 1/31/2022(5)(6) | 2/10/2032 | — | — | — | — | | | 2/24/2023 | 21,250 | 8,750 | — | 42.60 | 2/9/2023(9) | 2/23/2033 | — | — | — | — | | | 2/9/2024 | 9,172 | 10,827 | — | 36.00 | 2/9/2024(9) | 2/8/2034 | 4,000(7) | 123,120(8) | 5,000(7) | 153,900(8) | | | 2/10/2025 | 4,690 | 17,809 | — | 11.07 | 2/9/2025(9) | 2/9/2035 | 4,569(10) | 140,634(8) | — | — | | | 2/10/2025 | — | — | 15,749 | 11.07 | 2/9/2025(11) | 2/9/2035 | — | — | — | — | | | 10/27/2025 | — | 68,000 | — | 17.23 | 10/27/2025(9) | 10/26/2035 | — | — | — | — |
Outstanding Equity Awards at Fiscal Year End
| (1) All of the option awards with grant dates prior to June 16, 2021 were granted under the 2018 Equity Incentive Plan (the “2018 Plan”). Option awards with grant dates on or after June 16, 2021 were granted under the 2021 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (2) The option awards granted to Dr. Seely on May 20, 2021 and June 8, 2022 were in connection with her service as a member of our Board of Directors and, as such, their exercise prices were not eligible for the Repricing (as defined below). The option award granted on December 15, 2022 was in connection with her commencement of employment with us as our President and Chief Executive Officer. |
Outstanding Equity Awards at Fiscal Year End
| (3) The option vests as to 1/36th of the shares initially underlying the option each month until fully vested on the third anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (4) The option fully vests as to 100% of the shares initially underlying the option on the first anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (5) Pursuant to the one-time repricing of certain stock options that had been granted under the 2021 Plan and 2018 Plan, approved by our Board of Directors in November 2023 (the “Repricing”), the exercise price of the repriced options has been modified to $37.40 per share, the closing price of our common stock on the repricing date, November 16, 2023 (as adjusted to reflect the Reverse Split). The Repricing impacted stock |
Outstanding Equity Awards at Fiscal Year End
options with exercise prices greater than $47.40, and each such option was repriced to have a per share exercise price of $37.40, the closing price of our common stock on the repricing date, November 16, 2023 (in each instance, adjusted to reflect the Reverse Split). To be eligible to exercise the option at the new exercise price, option holders were required to remain employed with us through November 15, 2024. Any exercise of a repriced option prior to that date would have required payment of the original, higher exercise price. Additionally, as a condition of receiving the Repricing, the vesting schedule for the unvested shares underlying repriced stock options held by executives at the level of senior vice president and above, including our named executive officers, was extended for an additional year. No changes were made to the expiration dates of or number of shares underlying the repriced stock options. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers.
Outstanding Equity Awards at Fiscal Year End
| (6) Under the original vesting schedule in effect prior to the Repricing, the options vest as to 25% of the shares initially underlying the option on the first anniversary of the vesting commencement date and as to 1/48th of the shares initially underlying the option each month until fully vested on the fourth anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date. The original vesting schedule has since been modified pursuant to the Repricing, as described under footnote 5 above. |
Outstanding Equity Awards at Fiscal Year End
| (7) Represents the number of unvested PSUs that remain subject to performance-based conditions and the target number of unvested PSUs that remain subject to market-based conditions and that may vest upon or after, as applicable, the Compensation Committee’s certification of the attainment of the applicable performance and market conditions. The PSUs granted to the named executive officers that are subject to market conditions vest based upon the Company’s performance against two- and three-year relative total shareholder return goals (with such PSUs allocated equally between the performance periods), and the PSUs subject to performance conditions vest upon the achievement of certain clinical development milestones. With respect to PSUs subject to clinical development milestones, (a) two-thirds of such PSUs vest as follows: 50% vest upon certification of the achievement of the applicable milestone by our Compensation Committee, and the remaining 50% vest upon the earlier of (i) one year of continuous service by the applicable named executive officer from the date of certification of such achievement by our Compensation Committee and (ii) the end of the three-year performance period; and (b) the remaining one-third of such PSUs vest upon certification of the applicable clinical milestone by our Compensation Committee. With respect to PSUs subject to clinical development milestones, the Compensation Committee certified to the achievement of certain of such milestones on August 20, 2025, pursuant to which an aggregate of 28,000 PSU shares became vested as of the date of such certification and another 28,000 PSU shares will become vested on the one-year anniversary of such certification. With respect to PSUs subject to market-based conditions, the portion of shares measured against the Company’s performance against a two-year relative total shareholder return goal was forfeited on February 9, 2026, the two-year anniversary of the vesting commencement date, due to the expiration of the applicable performance period. The vesting of all PSU awards granted is also subject to the respective named executive officer’s continued service through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (8) The dollar amounts shown are determined by multiplying (x) the number of PSUs or RSUs reported, as applicable, by (y) $30.78, the closing price of the Company’s common stock on December 31, 2025, the last trading day of 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. |
Outstanding Equity Awards at Fiscal Year End
| (9) The option vests as to 12.5% of the shares initially underlying the option on the date that is six (6) months after the vesting commencement date and as to 1/48th of the shares initially underlying the option each month thereafter until fully vested on the fourth anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (10) Represents the number of RSU grants made to the applicable named executive officer. The RSU award vests as to 12.5% of the total number of shares subject to the RSU award six months after the vesting commencement date of February 9, 2025, and as to 1/16th of the total number of shares subject to the RSU award each quarter thereafter on the same day as the vesting commencement date (or if there is no corresponding day, on the last day of such month), subject to the applicable named executive officer’s continued service to the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (11) Represents the number of PBOs subject to performance-based conditions and the target number of PBOs subject to market-based conditions that may vest upon or after, as applicable, the Compensation Committee’s certification of the attainment of the applicable performance and market conditions. The PBOs granted to the named executive officers that are subject to market conditions vest based upon the Company’s performance against two- and three-year relative total shareholder return goals (with such PBOs allocated equally between the performance periods), and the PBOs subject to performance conditions vest upon the achievement of certain clinical development milestones. With respect to PBOs subject to clinical development milestones, 50% vest upon certification of the achievement of the applicable milestone by our Compensation Committee, and the remaining 50% vest upon the earlier of (i) one year of continuous service by the applicable named executive officer from the date of certification of such achievement by our Compensation Committee and (ii) the end of the three-year performance period. The vesting of all PBO awards granted is also subject to the respective named executive officer’s continued service through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (12) Under the original vesting schedule in effect prior to the Repricing, the option vests as to 1/48th of the shares initially underlying the option each month until fully vested on the fourth anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date. The original vesting schedule has since been modified pursuant to the Repricing, as described under footnote 5 above. |
Outstanding Equity Awards at Fiscal Year End
| (13) Under the original vesting schedule in effect prior to the Repricing, the option vests as to 12.5% of the shares initially underlying the option on the date that is six (6) months after the vesting commencement date and as to 1/48th of the shares initially underlying the option each month thereafter until fully vested on the fourth anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date. The original vesting schedule has since been modified pursuant to the Repricing, as described under footnote 5 above. |
Outstanding Equity Awards at Fiscal Year End
Each of the options included in the table above for the named executive officers is eligible for vesting acceleration as described below under the subsection titled “Employment Contracts and Change in Control Arrangements.”
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2025.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our named executive officers (“NEOs”), including our principal executive officer (“PEO”) and certain financial performance of the Company. As we are a “smaller reporting company,” as defined under Item 10(f)(1) of Regulation S-K, we are providing information relating only to fiscal years 2025, 2024 and 2023.
PAY VERSUS PERFORMANCE
| Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(2) ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) (e) | Value of Initial Fixed $100 Investment Based On: | Net Income (thousands)(6) ($) (h) | | | | | | | Total Shareholder Return(5) ($) (f) | | | 2025 | 4,222,265 | 9,637,099 | 2,009,530 | 3,596,263 | 44.35 | (274,448) | | 2024 | 1,495,376 | (3,237,463) | 1,606,237 | 72,810 | 18.44 | (342,994) | | 2023 | 2,647,476 | (7,936,183) | 3,210,333 | 1,129,554 | 55.91 | (234,632) |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Lynn Seely, M.D., our President and Chief Executive Officer, for all three years reported in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported in column (c) represent the amounts of “compensation actually paid” to Dr. Seely, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Seely during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Seely’s total compensation for each year to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards for PEO (a) ($) | Equity Award Adjustments for PEO (b) ($) | Compensation Actually Paid to PEO ($) | | 2025 | 4,222,265 | 3,094,357 | 8,509,191 | 9,637,099 | | 2024 | 1,495,376 | 474,000 | (4,258,839) | (3,237,463) | | 2023 | 2,647,476 | 1,685,250 | (8,898,409) | (7,936,183) |
PAY VERSUS PERFORMANCE
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
PAY VERSUS PERFORMANCE
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Year End Fair Value of Equity Awards for PEO ($) | Change in Fair Value of Outstanding and Unvested Equity Awards for PEO ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year for PEO ($) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year for PEO ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year for PEO ($) | Total Equity Award Adjustments for PEO ($) | | 2025 | 5,950,339 | 2,447,420 | 179,712 | (42,400) | (25,880) | 8,509,191 | | 2024 | 585,540 | (4,464,450) | — | (379,929) | — | (4,258,839) | | 2023 | — | (7,001,445) | — | (1,896,964) | — | (8,898,409) |
PAY VERSUS PERFORMANCE
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Stephen Hill and Gary Lee, Ph.D.; (i) for 2024, Stephen Hill and Matthew Lang (our former Chief Business Officer); and (ii) for 2023, Charles Newton (our former Chief Financial Officer), Stephen Hill, Matthew Lang, Gary Lee, Ph.D. and Tina Albertson, M.D., Ph.D. |
PAY VERSUS PERFORMANCE
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2)(b): |
PAY VERSUS PERFORMANCE
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2025 | 2,009,530 | 1,200,846 | 2,787,579 | 3,596,263 | | 2024 | 1,606,237 | 666,450 | (866,977) | 72,810 | | 2023 | 3,210,333 | 2,410,690 | 329,911 | 1,129,554 |
PAY VERSUS PERFORMANCE
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Average Year End Fair Value of Equity Awards ($) | Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Average Equity Award Adjustments ($) | | 2025 | 2,255,953 | 478,251 | 59,925 | (1,374) | (5,176) | 2,787,579 | | 2024 | 281,657 | (1,076,339) | 87,042 | (159,337) | — | (866,977) | | 2023 | 1,043,424 | (536,147) | 172,101 | (106,207) | (243,260) | 329,911 |
PAY VERSUS PERFORMANCE
| (5) For the relevant fiscal year, represents the cumulative total stockholder return of our common stock at the end of such fiscal year. In each case, assume an initial investment of $100 on December 31, 2021. |
PAY VERSUS PERFORMANCE
| (6) The dollar amounts reported represent the amount of net loss reflected in our audited financial statements for the applicable year. Due to the fact that we are not a commercial-stage company, we did not have any revenue during the periods presented. Consequently, we did not use net income (loss) as a performance measure in our executive compensation program. |
Narrative To Pay Versus Performance Table
Narrative To Pay Versus Performance Table Analysis of the Information Presented in the Pay Versus Performance Table Our executive compensation program reflects a performance-driven compensation philosophy. We generally seek to incentivize long-term performance and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Net Loss Because we are a pre-commercial stage company, we had no revenue during the periods presented. Consequently, we do not use net income (loss) as a performance measure in our executive compensation program. Moreover, as a pre-commercial stage company with only limited, nonrecurring revenue associated with license and collaboration agreements, we do not believe there is any meaningful relationship between our net income (loss) and compensation actually paid to our NEOs during the periods presented. Compensation Actually Paid and Cumulative Company TSR The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the years presented in the table, on the other. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.