DEF 14A of BridgeBio Pharma, Inc.
Filed Apr 24, 2026 · FY20250001140361-26-016723
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General Our amended and restated certificate of incorporation provides for a Board of Directors that is divided into three classes. The term for each class is three years, staggered over time. The terms of the Class I directors are scheduled to expire on the date of the upcoming Annual Meeting. Each of our current Class I directors except for Randal W. Scott, Ph.D. will stand for re-election at the Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, or the Nominating and Corporate Governance Committee, the Board of Directors’ nominees for election by the stockholders are: James C. Momtazee, Frank P. McCormick, Ph.D., F.R.S., D.Sc. and Hannah A. Valantine, M.D. If elected, each nominee will serve as a director until the date of the annual meeting of stockholders following the year ending December 31, 2028, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Our Board of Directors is currently comprised of fourteen (14) members. If each of the Class I director nominees is elected at the Annual Meeting, the composition of our Board of Directors will be as follows: Class I: James C. Momtazee, Frank P. McCormick, Ph.D., F.R.S., D.Sc. and Hannah A. Valantine, M.D.; Class II: Eric Aguiar, M.D., Jennifer E. Cook, Andrea J. Ellis, Fred Hassan and Ali J. Satvat; and Class III: Neil Kumar, Ph.D., Charles Homcy, M.D., Douglas A. Dachille, Ronald J. Daniels and Andrew W. Lo, Ph.D. Based in part upon the recommendation by the Nominating and Corporate Governance Committee and as approved by our Board of Directors, Dr. Randal W. Scott will not be nominated for re-election as a director at the Annual Meeting. As a result, Dr. Scott’s service as a director will end on the date of the Annual Meeting. This decision was made in consultation with Dr. Scott and was not due to any performance issues or any disagreement relating to our operations, policies, or practices. We would like to thank Dr. Scott for his years of service on our Board of Directors. Immediately prior to the opening of the polls at the Annual Meeting, our Board of Directors has elected to reduce the size of the Board of Directors from fourteen (14) to thirteen (13) directors. In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the nominees designated below to serve until the date of the annual meeting of stockholders following the year ending December 31, 2028 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Each nominee is currently a director. The Board of Directors expects that each nominee will be available to serve as a director, but if any such nominee should become unavailable or unwilling to stand for election, it is intended that the shares represented by the proxy will be voted for such substitute nominee as may be designated by the Board of Directors. The biographies of our directors and their ages as of March 31, 2026, are set forth below.
General
| Name | Age | Position | | Neil Kumar, Ph.D. | 47 | Chief Executive Officer and Director | | Eric Aguiar, M.D.(1) | 64 | Director | | Jennifer E. Cook(3) | 60 | Director | | Douglas A. Dachille(1)(2) | 61 | Director | | Ronald J. Daniels(3) | 66 | Director | | Andrea J. Ellis(1) | 40 | Director | | Fred Hassan(3) | 80 | Director and Lead Independent Director | | Charles Homcy, M.D. | 77 | Director and Lead Director | | Andrew W. Lo, Ph.D.(2) | 65 | Director | | Frank P. McCormick, Ph.D., F.R.S., D.Sc. | 75 | Director | | James C. Momtazee | 54 | Director | | Ali J. Satvat(2)(3) | 48 | Director | | Randal W. Scott, Ph.D.(1)(4) | 68 | Director | | Hannah A. Valantine, M.D.(2) | 74 | Director |
General
| (1) Member of the Audit Committee |
General
| (2) Member of the Nominating and Corporate Governance Committee |
General
| (3) Member of the Compensation Committee |
General
| (4) Dr. Randal W. Scott is not standing for re-election at our Annual Meeting. |
Nominees for Director
Nominees for Director Class I: The persons listed below are nominated for election to Class I of the Board of Directors to serve a three-year term ending on the date of the annual meeting of stockholders following the year ending December 31, 2028, and until their successors are elected and qualified, or until such director’s earlier death, resignation or removal. The Board of Directors recommends that you vote FOR the following nominees. James C. Momtazee has served as a member of our Board of Directors since March 2016 and as our Senior Advisor - Transactions from February 2020 until January 2021. He is the Managing Partner of Patient Square Capital, LP, a dedicated health care investment firm. He was Chairman and CEO of Montes Archimedes Acquisition Corporation from October 2020 until October 2021. He was previously a Member of KKR, a private equity and alternative asset management firm, and had been employed by KKR for 21 years ending in July 2019. Mr. Momtazee serves on the boards of directors of Apollo Therapeutics, Enavate Sciences, GondolaBio, LLC, Hanger, Inc., Kriya Therapeutics, Inc., The Medical Device Manufacturers Association, Elevage Medical Technologies, EMT Holdings, Syneos Health, and Roivant Sciences, Inc. (Nasdaq: ROIV). He previously served on the boards of directors of Jazz Pharmaceuticals plc (Nasdaq: JAZZ), a biopharmaceutical company, from 2004 to 2014, HCA Healthcare Inc. (formerly HCA Holdings Inc.; NYSE: HCA), a health care services company, from 2006 to 2014, Entellus Medical, Inc., a medical technology company, from 2017 to 2018 and PRA Health Sciences (formerly Nasdaq: PRAH) from 2013 to 2021. He received an A.B. from Stanford University and an M.B.A. from the Stanford Graduate School of Business. Mr. Momtazee’s qualifications to serve on our Board of Directors include his expertise in corporate governance, the healthcare industry and in financing and financial matters. Frank P. McCormick, Ph.D., F.R.S., D.Sc., has served as a member of our Board of Directors since February 2023. He currently also serves as our Chairman of Oncology and has held this position since April 2019. Dr. McCormick has served on the board of directors of BridgeBio Oncology Therapeutics, Inc. (NASDAQ: BBOT) since April 2024, including as Chairman from May 2024 to December 2025, and previously served on the board of directors of BBOT (then known as TheRas, Inc.) from August 2016 to November 2016. He is also a Professor in the University of California, San Francisco (“UCSF”) Helen Diller Family Comprehensive Cancer Center, a multidisciplinary research and medical care organization, and has been a UCSF faculty member since 1997. Dr. McCormick held the positions of Director of the UCSF Helen Diller Family Comprehensive Cancer Center and served as Associate Dean of the UCSF School of Medicine from 1997 to 2014. Prior to joining the UCSF faculty, Dr. McCormick pursued cancer-related work with several biotechnology firms, including Cetus Corporation as Director of Molecular Biology from 1981 to 1990 and Vice President of Research from 1990 to 1991, and Chiron Corporation as Vice President of Research from 1991 to 1992. In 1992, Dr. McCormick founded Onyx Pharmaceuticals and served as its Chief Scientific Officer until 1996. Dr. McCormick is a Fellow of the Royal Society, an institution dedicated to science, since 1996, a member of the National Academy of Sciences since 2014 and has served as President, 2012 to 2013, for the American Association for Cancer Research. Since 2013, Dr. McCormick has led the National Cancer Institute’s Ras Initiative at the Frederick National Laboratories for Cancer Research overseeing the national effort to develop therapies against Ras-driven cancers. Dr. McCormick served as a member of the board of directors of Olema Pharmaceuticals, Inc. (Nasdaq: OLMA) from December 2014 to April 2021, and Aduro Biotech, Inc. (Nasdaq: KDNY) from 2010 to February 2019. Dr. McCormick has also served as an advisor to GondolaBio, LLC since 2025. Dr. McCormick received his B.Sc. in biochemistry from the University of Birmingham and his Ph.D. in biochemistry from the University of Cambridge and held postdoctoral fellowships in the U.S. at the State University of New York at Stony Brook and in London at the Imperial Cancer. Dr. McCormick’s qualifications to serve on our Board of Directors include his extensive scientific background, particularly in the field of oncology. Hannah A. Valantine, M.D., has served as a member of our Board of Directors since October 2021. Dr. Valantine currently serves as Professor of Medicine at Stanford University School of Medicine, where she has been a faculty member since 1987. From April 2014 to September 2020, Dr. Valantine served as Chief Officer for Scientific Workforce Diversity at the National Institutes of Health, and as a Senior Investigator in the Intramural Research Program at the National Heart, Lung, and Blood Institute. From November 2004 to April 2014, Dr. Valantine was Professor of Cardiovascular Medicine and the Senior Associate Dean for Diversity and Leadership at Stanford University. In collaboration with her colleagues at Stanford University, Dr. Valantine co-invented the technology for donor derived cell-free DNA for diagnosis of transplant rejection, which is currently licensed and used to monitor patients for early detection of acute rejection. Dr. Valantine has served on the board of directors of Pacific Biosciences of California, Inc. (Nasdaq: PACB) since June 2021, and of CareDx, Inc. (Nasdaq: CDNA) since July 2021. Dr. Valantine also serves as Principal and Founder of HAV LLC, a consulting company for diversity, equity and inclusion that she founded in January 2021. Dr. Valantine received her M.B.B.S., M.R.C.P. and M.D. at St Georges Hospital/London University. Dr. Valantine’s qualifications to serve on our Board of Directors include her extensive experience in the life sciences industry and her background in academic medicine.
Class II: Currently Serving Until the 2027 Annual Meeting
Class II: Currently Serving Until the 2027 Annual Meeting Eric Aguiar, M.D., has served as a member of our Board of Directors since March 2019. Dr. Aguiar has been a partner at Aisling Capital since January 2016 and prior to that was a partner at Thomas, McNerney and Partners, a healthcare venture capital and growth equity fund, since 2007. Prior to joining that firm, he was a Managing Director of HealthCare Ventures, a healthcare focused venture capital firm, from 2001 to 2007. Dr. Aguiar has served on the board of directors of Biomea Fusion, Inc., a biopharmaceutical company (Nasdaq: BMEA), since December 2020. He served on the boards of directors of Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX) from March 2018 to August 2020, Biohaven Corporation (NYSE: BHVN) from October 2016 to January 2020 and Invitae Corporation (formerly NYSE: NVTA) from 2010 to 2024. Dr. Aguiar is a member of the Council on Foreign Relations. Dr. Aguiar received his medical degree with honors from Harvard Medical School. He graduated with honors from Cornell University as a College Scholar. He was also a Luce Fellow and is a Chartered Financial Analyst. Dr. Aguiar’s qualifications to serve on our Board of Directors include his medical and finance background and experience as an investor in life science companies. Jennifer E. Cook has served as a member of our Board of Directors since December 2019. She is currently the owner and principal of Jennifer Cook Consulting since July 2019. Ms. Cook has served as a member of the board of directors of Denali Therapeutics, Inc., a biotechnology company (Nasdaq: DNLI), since November 2018 and Jazz Pharmaceuticals plc, a biopharmaceutical company (Nasdaq: JAZZ), since November 2020. Ms. Cook served as the Chief Executive Officer of GRAIL from January 2018 to June 2019. Previously, Ms. Cook was at Roche Pharmaceuticals and Genentech, where she held a number of senior management positions; from January 2017 to December 2017, Ms. Cook served as Senior Vice President, Global Head of Clinical Operations for Roche Pharmaceuticals; from September 2013 to December 2016, Ms. Cook served as Head of Region Europe Pharma for Roche Pharmaceuticals; and from July 2010 to September 2013, Ms. Cook served as the Senior Vice President, Business Unit Head Immunology and Ophthalmology for Genentech. Ms. Cook holds a B.A. in human biology and an M.S. in biology from Stanford University, as well as an M.B.A. from the Haas School of Business at the University of California, Berkeley. Ms. Cook’s qualifications to serve on our Board of Directors include her extensive experience as a senior management executive of healthcare and biotechnology companies, including as the senior vice president of one of the world’s largest healthcare companies. Andrea J. Ellis has served as a member of our Board of Directors since August 2021. Mrs. Ellis currently serves as the Chief Financial Officer of Fanatics, Inc.’s Betting & Gaming division, which she joined in October 2022. From June 2020 to September 2022, she served as the Chief Financial Officer of Neutron Holdings Inc., dba Lime, a technology company that offers access to shared electric scooters, bikes and mopeds. From 2015 to 2020, Mrs. Ellis held numerous positions at Restaurant Brands International (RBI), the parent company of Burger King, Popeyes, and Tim Hortons. Mrs. Ellis started her career at Goldman Sachs, working in Investment Banking from 2012 to 2015 and Equities Trading from 2007 to 2010. Mrs. Ellis earned her bachelor’s degree in biology from the University of Pennsylvania and an M.B.A. from Harvard Business School. Mrs. Ellis’ qualifications to serve on our Board of Directors include her background in finance. Fred Hassan has served as a member of our Board of Directors since August 2021 and as our lead independent director since April 2025. Mr. Hassan currently serves as Director of Warburg Pincus LLC, a global private equity investment institution, which he joined in 2009 and EyePoint Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company (Nasdaq: EYPT), since September 2024. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed through the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan has served as a director of Precigen, Inc. (Nasdaq: PGEN) since 2016 and Cocrystal Pharma, Inc. (Nasdaq: COCP) since April 2023. Previously, Mr. Hassan served as a director of Prometheus Biosciences, Inc. (formerly Nasdaq: RXDX, acquired by Merck) from May 2021 to June 2023, as a director of Time Warner Inc. (now Warner Media, LLC) from October 2009 to June 2018, as a director of Amgen, Inc. from July 2015 to May 2021, and as a director of Avon Products, Inc. from 1999 until 2013. He was Chairman of the board of Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. in 2013 and served on the board of Valeant Pharmaceuticals from 2013 to 2014. Mr. Hassan earned his bachelor’s degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School. Mr. Hassan’s qualifications to serve on our Board of Directors include his extensive experience leading and scaling global pharmaceutical companies and advising major corporations as a director. Ali J. Satvat has served as a member of our Board of Directors since March 2016. Mr. Satvat joined Kohlberg Kravis Roberts & Co. L.P., a global investment firm (“KKR”), in January 2012 and is a Partner, Co-Head of the Health Care industry team within KKR’s Americas Private Equity platform, and Global Head of KKR Health Care Strategic Growth. Mr. Satvat is a member of the Investment Committee for KKR’s Americas Private Equity platform, chairs the Investment Committee for KKR Health Care Strategic Growth, and manages KKR’s controlling interest in HealthCare Royalty Partners. Mr. Satvat has served on various public and private boards of directors, including PRA Health Sciences, Inc. (formerly Nasdaq: PRAH), a global contract research organization, from September 2013 through April 2018, Coherus Oncology, Inc. (Nasdaq: CHRS) since May 2014, Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX) from June 2018 through January 2021, and Impel Pharmaceuticals, Inc. (formerly Nasdaq: IMPL) from December 2018 through April 2024. Prior to joining KKR, Mr. Satvat was a Principal with Apax Partners, a global private equity firm, where he focused on health care private equity and growth equity investments from 2006 to 2012. Previously, Mr. Satvat held various positions with Johnson & Johnson Development Corporation, a venture capital subsidiary of Johnson & Johnson, Audax Group, a private equity firm, and The Blackstone Group, a global investment firm. Mr. Satvat holds an A.B. in History and Science from Harvard College and an M.B.A. in Health Care Management and Entrepreneurial Management from the Wharton School of the University of Pennsylvania. Mr. Satvat previously served as a member of the board of directors of the Healthcare Private Equity Association and has been involved in a number of non-profit organizations. Mr. Satvat’s qualifications to serve on our Board of Directors include his expertise in corporate governance, financing, and financial matters and his extensive investment experience in the health care industry.
Class III: Currently Serving Until the 2028 Annual Meeting
Class III: Currently Serving Until the 2028 Annual Meeting Neil Kumar, Ph.D., is a co-founder and has served as our Chief Executive Officer and a member of our Board of Directors since April 2015. Dr. Kumar has also served as the Chief Executive Officer of our subsidiary, Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX), a clinical-stage biopharmaceutical company, and a member of Eidos Therapeutics’ board of directors since March 2016. Prior to co-founding us, he served as the interim vice president of business development at MyoKardia, Inc. (formerly Nasdaq: MYOK, acquired by Bristol Myers Squibb), a clinical-stage biopharmaceutical company, from 2012 to 2014. Prior to that, Dr. Kumar served as a principal at Third Rock Ventures, a venture capital firm, from 2011 to 2014. Before joining Third Rock Ventures, he served as an associate principal at McKinsey & Company, a worldwide management consulting firm, from 2007 to 2011. Dr. Kumar has served as a member of the board of directors of Maze Therapeutics, Inc. (Nasdaq: MAZE) since March 2026, LianBio (formerly Nasdaq: LIAN) since October 2019, and as executive chair of the board of managers of GondolaBio, LLC since August 2024. He received his B.S. and M.S. degrees in chemical engineering from Stanford University and received his Ph.D. in chemical engineering from the Massachusetts Institute of Technology. Dr. Kumar’s qualifications to serve on our Board of Directors include his role as our principal executive officer and his extensive experience as an executive officer of biotechnology companies. Charles Homcy, M.D., has served as a member of our Board of Directors since November 2018, our Chairman of Pharmaceuticals since February 2019, and our Lead Director since February 2020. In 2010, Dr. Homcy joined Third Rock Ventures, a venture capital firm, where he currently serves on the Scientific Advisory Board. He served as president and chief executive officer of Portola Pharmaceuticals, Inc. (Nasdaq: PTLA), a clinical biotechnology company, since co-founding the company in 2003 until 2010. Prior to that, Dr. Homcy served as the president of research and development at Millennium Pharmaceuticals, Inc. (currently, Takeda Oncology), a biopharmaceutical company, following its acquisition of COR Therapeutics, Inc. in 2002. He joined COR Therapeutics, a biopharmaceutical company, in 1995 as executive vice president of research and development, and he served as a director of the company from 1998 to 2002. Dr. Homcy was a clinical professor of medicine at the University of California, San Francisco Medical School, and attending physician at the San Francisco Veterans Affairs Hospital from 1997 to 2011. He was previously president of the medical research division of American Cyanamid-Lederle Laboratories, a division of Wyeth-Ayerst Laboratories. He currently serves on the board of directors of Maze Therapeutics, Inc. (Nasdaq: MAZE), a biopharmaceutical company, and was formerly a director of Portola Pharmaceuticals from 2004 until March 2019, Global Blood Therapeutics, Inc. (Nasdaq: GBT, acquired by Pfizer, Inc.) from 2012 until June 2019, and Pliant Therapeutics, Inc. (Nasdaq: PLRX) from 2015 until June 2022. Dr. Homcy holds a B.A. and an M.D. from Johns Hopkins University and served as an emeritus trustee of the institution from 2013 to 2024. Dr. Homcy’s qualifications to serve on our Board of Directors include his significant experience building and leading successful biotechnology companies and his scientific expertise. Douglas A. Dachille has served as a member of our Board of Directors since August 2021. Mr. Dachille served as Executive Vice President and Chief Investment Officer for American International Group, Inc. (“AIG”) (NYSE: AIG) from September 2015 to June 2021. Before assuming these roles at AIG, Mr. Dachille served as Chief Executive Officer of First Principles Capital Management, LLC (“First Principles”), an investment management firm, from September 2003 until its acquisition by AIG in September 2015. Prior to co-founding First Principles, he was President and Chief Operating Officer of Zurich Capital Markets. Mr. Dachille began his career at JPMorgan Chase, where he served as Global Head of Proprietary Trading and Co-Treasurer. Mr. Dachille has served as a member of the board of directors of Equitable Holdings, Inc. (NYSE: EQH) since January 2025 and as a member of the board of directors of PNC Financial Services Group, Inc. (NYSE: PNC) since February 2025. Mr. Dachille earned his bachelor’s degree in a special joint program through Union University and Albany Medical College and an M.B.A. in finance from the University of Chicago. Mr. Dachille’s qualifications to serve on our Board of Directors include his decades of investment management experience, strategic expertise, and previous service as a board observer for the Company. Ronald J. Daniels has served as a member of our Board of Directors since February 2020. Mr. Daniels has been the president of Johns Hopkins University since March 2009. He is a member of the Board of Managers of the Johns Hopkins Applied Physics Laboratory and the chair of the Executive Committee of Johns Hopkins Health System. A law and economics scholar, Mr. Daniels is author or editor of seven books and dozens of scholarly articles. Before joining Johns Hopkins University, he served as Provost and a Professor of Law at the University of Pennsylvania and Dean and James M. Tory Professor of Law of the Faculty of Law at the University of Toronto. Mr. Daniels previously served as a director of T. Rowe Price Funds from January 2018 until April 2022. Mr. Daniels earned an L.L.M. from Yale University in 1988 and a J.D. in 1986 from the University of Toronto. He received a B.A. from the University of Toronto in 1982 in political science and economics. Mr. Daniels’ qualifications to serve on our Board of Directors include his extensive experience as a professor and now a leader at one of the world’s premier science institutions. Andrew W. Lo, Ph.D., has served as a member of our Board of Directors since June 2020. Dr. Lo is the Charles E. and Susan T. Harris Professor at the MIT Sloan School of Management, director of the MIT Laboratory for Financial Engineering, a principal investigator at the MIT Computer Science and Artificial Intelligence Laboratory and has served as a professor at the MIT Sloan School of Management since 1988. He is also an external faculty member of the Santa Fe Institute and a research associate of the National Bureau of Economic Research. Dr. Lo currently serves on the board of directors of clinical-stage and preclinical biopharmaceutical and CRO companies, including G-CAR, n-Lorem, Vesalius Therapeutics, and Uncommon Cures. He previously served on the boards of directors of AbCellera Biologics Inc. (Nasdaq: ABCL) from December 2021 to November 2025, and Roivant Sciences, Inc. (Nasdaq: ROIV) from July 2016 to November 2022. Dr. Lo has also served as an advisor to GondolaBio, LLC since 2025. Dr. Lo holds a B.A. in Economics from Yale University and a Ph.D. in Economics from Harvard University. Dr. Lo’s qualifications to serve on our Board of Directors include his extensive experience as a professor and a leader at two premier educational institutions, as well as his research experience in healthcare finance.
Compensation Committee
| • | reviewing and making recommendations to the Board of Directors with respect to director compensation; |
Director Compensation
Director Compensation Our Amended and Restated Director Compensation Policy (the “2025 Policy”) in effect for the 2025 fiscal year was approved by our stockholders on December 15, 2021, and was applicable from January 1, 2022 through December 31, 2025. In 2025, all of our directors who were not serving as our Chief Executive Officer were eligible to receive the following cash retainers and equity awards pursuant to the 2025 Policy:
Director Compensation
| Annual Cash Retainer for Board Membership | $50,000 | | Initial Non-Statutory Stock Option Grant upon Election | $1,200,000 | | Annual Non-Statutory Stock Option Grant | $275,000 | | Annual Restricted Stock Unit Grant | $275,000 |
Director Compensation
Effective December 11, 2025, our Board of Directors adopted a further Amended and Restated Director Compensation Policy (the “Amended Policy”), which will remain in effect from January 1, 2026 until amended or terminated by our Board of Directors. Under the Amended Policy, our directors (other than our Chief Executive Officer) are eligible to receive the following cash retainers and equity awards:
Director Compensation
| Annual Cash Retainer for Board Membership | $50,000 | | Initial Non-Statutory Stock Option Grant upon Election | $345,000 | | Initial Restricted Stock Unit Grant | $345,000 | | Annual Non-Statutory Stock Option Grant | $230,000 | | Annual Restricted Stock Unit Grant | $230,000 |
Director Compensation
Annual Retainer for Board Membership The 2025 Policy (as well as the Amended Policy) provides that each Outside Director would receive a cash retainer in the amount of $50,000 for general availability and participation in meetings and conference calls of our Board of Directors. No additional compensation would be paid for attending individual Board meetings, serving on committees of the Board of Directors or attending committee meetings. With respect to directors who join the Board of Directors during the calendar year, such amounts are expected to be pro-rated based on the number of calendar days served by such director. Initial Equity Grants Upon Election The 2025 Policy provides that, upon initial election to our Board of Directors, each Outside Director would receive an initial, one-time grant of a non-statutory stock option with a value of $1,200,000 (changed to $345,000 under the Amended Policy), with an exercise price per share equal to the closing price of a share of our common stock on the date of grant and a term of ten years. Under the Amended Policy, beginning in 2026, we will also provide Outside Directors with an initial, one-time grant of restricted stock units with a value of $345,000. The initial equity award grant(s) will vest in three equal annual installments over three years; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting (the “Initial Grant”). Annual Equity Grants In addition, the 2025 Policy provides that, on the date of each of our annual meetings of stockholders, each Outside Director who would continue as a member of our Board of Directors following such annual meeting and who had not received an Initial Grant in the same calendar year would receive (i) a grant of a non-statutory stock option on the date of such annual meeting with a value of $275,000 (changed to $230,000 under the Amended Policy), with an exercise price per share equal to the closing price of a share of our common stock on the date of grant and a term of ten years, and (ii) a grant of restricted stock units on the date of such annual meeting with a value of $275,000 (changed to $230,000 under the Amended Policy), each of which will vest in three equal annual installments over three years; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting (the “Annual Grant”). The Initial Grants and Annual Grants are subject to full accelerated vesting upon a “sale event,” as defined in the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (as amended from time to time, the “2021 Plan”). Under the 2025 Policy and the Amended Policy, “value” is defined as: (i) with respect to any award of stock options, the grant date fair value of the option (i.e., Black-Scholes value) determined in accordance with the reasonable assumptions and methodologies employed by us for calculating the fair value of options under ASC 718 (or any successor provision); and (ii) with respect to any award of restricted stock and restricted stock units, the product of (A) the closing price of a share our common stock on the date of grant (and in all events calculated consistent with calculating the fair value of stock awards under ASC 718 or its successor provision), and (B) the aggregate number of shares subject to such award. The 2025 Policy (as well as the Amended Policy) also provides that the aggregate amount of compensation, including both equity compensation and cash compensation, (i) awarded to any Outside Director in any calendar year shall not exceed $1,250,000 (or such other limits as may be set forth in the 2021 Plan or any similar provision of a successor plan), and (ii) awarded to any Outside Director for calendar years subsequent to the calendar year in which an Outside Director is first elected to the Board of Directors would not exceed $600,000 (or such other limit as may be set forth in the 2021 Plan or any similar provision of a successor plan). Our Chief Executive Officer received no additional compensation for his service as a director. We reimburse all reasonable out-of-pocket expenses incurred by our Outside Directors for their attendance at meetings of our Board of Directors or any committee thereof. The following table presents the total compensation for each person who served as an Outside Director during the year ended December 31, 2025, pursuant to the 2025 Policy. The compensation received by Dr. Kumar as Chief Executive Officer and as a named executive officer (“NEO”) is presented in “Executive Compensation—2025 Summary Compensation Table” below.
Director Compensation
| Name(1) | Fees earned or paid in cash ($) | Stock awards ($)(2) | Option awards ($)(2) | All other compensation ($) | Total ($) | | Eric Aguiar, M.D. | 50,000(3) | 274,959 | 274,988 | — | 599,947 | | Jennifer E. Cook | 50,000(4) | 274,959 | 274,988 | — | 599,947 | | Douglas A. Dachille | 50,000 | 274,959 | 274,988 | — | 599,947 | | Ronald J. Daniels | 50,000 | 274,959 | 274,988 | — | 599,947 | | Andrea J. Ellis | 50,000 | 274,959 | 274,988 | — | 599,947 | | Fred Hassan | 50,000(5) | 274,959 | 274,988 | — | 599,947 | | Charles Homcy, M.D. | 50,000 | 274,959 | 274,988 | 524,167(6) | 1,124,114 | | Andrew W. Lo, Ph.D. | 50,000(7) | 274,959 | 274,988 | 50,000(7) | 649,947 | | Frank P. McCormick, Ph.D., F.R.S., D.Sc. | 50,000 | 274,959 | 274,988 | 500,000(8) | 1,099,947 | | James C. Momtazee | 50,000 | 274,959 | 274,988 | — | 599,947 | | Ali J. Satvat | 50,000(9) | 274,959 | 274,988 | — | 599,947 | | Randal W. Scott, Ph.D. | 50,000 | 274,959 | 274,988 | — | 599,947 | | Hannah A. Valantine, M.D. | 50,000 | 274,959 | 274,988 | — | 599,947 |
Director Compensation
Note: Amounts may not total due to rounding.
Director Compensation
| (1) As of December 31, 2025: Dr. Aguiar held outstanding options to purchase an aggregate of 425,056 shares of our common stock and 6,589 shares of restricted stock units; Ms. Cook held outstanding options to purchase an aggregate of 422,140 shares of our common stock and 6,589 shares of restricted stock units; Mr. Dachille held outstanding options to purchase an aggregate of 240,730 shares of our common stock and 6,589 shares of restricted stock units; Mr. Daniels held outstanding options to purchase an aggregate of 260,279 shares of our common stock and 6,589 shares of restricted stock units; Ms. Ellis held outstanding options to purchase an aggregate of 183,563 shares of our common stock and 6,589 shares of restricted stock units; Mr. Hassan held outstanding options to purchase an aggregate of 240,730 shares of our common stock and 6,589 shares of restricted stock units; Dr. Homcy held outstanding options to purchase an aggregate of 740,274 shares of our common stock and 6,589 shares of restricted stock units; Mr. Lo held outstanding options to purchase an aggregate of 330,979 shares of our common stock and 6,589 shares of restricted stock units; Dr. McCormick held outstanding options to purchase an aggregate of 413,831 shares of our common stock and 6,589 shares of restricted stock units; Mr. Momtazee held outstanding options to purchase an aggregate of 449,983 shares of our common stock and 6,589 shares of restricted stock units; Mr. Satvat held outstanding options to purchase an aggregate of 425,056 shares of our common stock and 6,589 shares of restricted stock units; Mr. Scott held outstanding options to purchase an aggregate of 320,979 shares of our common stock and 6,589 shares of restricted stock units; and Dr. Valantine held outstanding options to purchase an aggregate of 187,518 shares of our common stock and 6,589 shares of restricted stock units. |
Director Compensation
| (2) In accordance with SEC rules, these columns reflect the aggregate grant date fair values of the stock awards and option awards, as applicable, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic values that will be realized by the directors upon the exercise of the options, vesting of the restricted stock units or the sale of shares of our common stock underlying such awards. |
Director Compensation
| (3) All cash payments to Dr. Aguiar were made payable to Aisling Capital Management LP. |
Director Compensation
| (4) All cash payments to Ms. Cook were made payable to Jennifer Cook Consulting. |
Director Compensation
| (5) All cash payments to Mr. Hassan were made payable to HGN Services, LLC. |
Director Compensation
| (6) Includes (i) compensation of $501,923 paid to Dr. Homcy for his role as our Chairman of Pharmaceuticals; (ii) $14,000 in 401(k) matching contributions; (iii) $4,944 in imputed income for group term life insurance coverage exceeding IRS limits; and (iv) $3,300 in matching contributions paid by the Company for health savings accounts for Dr. Homcy. See section titled “Certain Relationships and Related Party Transactions.” |
Director Compensation
| (7) All cash payments to Dr. Lo were made payable to LoTech Partners, LLC. In addition, in 2025 we also paid to QLS Advisors, LLC (“QLS”), of which Dr. Lo is the co-founder and chairman, an aggregate amount of $50,000 in connection with consulting services provided by BioSF Global pursuant to a joint collaboration with QLS. See section titled “Certain Relationships and Related Party Transactions.” |
Director Compensation
| (8) Includes cash payments to Dr. McCormick of $500,000 for his consulting service to the Company regarding matters relating to oncology and pipeline development matters. See section titled “Certain Relationships and Related Party Transactions.” |
Director Compensation
| (9) All cash payments to Mr. Satvat were made payable to Kohlberg Kravis Roberts & Co. L.P. |
Director Compensation
The three (3) nominees are elected by a plurality of the votes properly cast and will serve until the date of the annual meeting of stockholders following the year ending December 31, 2028, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. If a quorum is present, the three (3) director nominees receiving the highest number of “FOR” votes, submitted virtually at the Annual Meeting or by proxy, will be elected as directors. If nominees are unopposed, election requires only a single “FOR” vote. Votes withheld and broker non-votes will have no effect on the vote for this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE THREE (3) DIRECTOR NOMINEES LISTED ABOVE.
Executive Summary
Consistent with our “pay for performance” philosophy, we continue to set executive compensation so that a significant portion is based on “at-risk” payments to maintain alignment between the interests of our executive officers and stockholders. Almost all compensation was “at risk” for our senior executives, including our NEOs. Overview of 2025 Compensation Outcomes We continue to reward our NEOs with competitive compensation packages that we believe directly align pay and pay outcomes with performance. The caliber of our performance in the areas of research, clinical, regulatory, and commercial milestones drives our compensation structure, specifically the degree to which our NEOs are granted equity awards and earn cash bonuses. Our Compensation Committee regularly examines our compensation program both from a design and pay outcome perspective. In line with our corporate performance in 2025, the Compensation Committee considered how our incentives provided appropriate levels of compensation given our performance and growth stage. In 2025, we set 93% of our CEO and 88% of our CFO compensation at risk in the form of performance-based bonuses and time and performance-based equity awards to align the interests of our NEOs and stockholders. Our Former CFO is not included below because his employment with us ended prior to our compensation setting process for 2025. Key decisions impacting 2025 “at risk” NEO compensation included:
Executive Summary
| • | Annual Performance-Based Bonus - Our Compensation Committee and Board of Directors considered the totality of Company and individual performance and applied judgment in determining the annual performance bonus for our NEOs. For 2025, our Board of Directors determined that we achieved all corporate goals across commercial, R&D, business development, financial, and organizational areas. As a result, our Compensation Committee determined that it was appropriate for our CFO to receive a bonus equal to 130% of his target bonus percentage and our Board determined that it was appropriate for our CEO to receive a bonus equal to 135% of his target bonus percentage. |
Executive Summary
| • | Long-term Incentives: 2025 Equity “Refresh” Award - We introduced performance-based restricted stock units (“PSUs”) into our annual refresh program for 2025. As a result, Dr. Kumar received a stock option grant, restricted stock units (“RSUs”) and PSUs and Dr. Trimarchi received RSUs and PSUs, each in March 2025, for their 2025 annual refresh equity, focused primarily on aligning such NEO’s financial incentives with stockholder interests and served as an additional retentive purpose. These awards reflect our equity guidelines and consider market data provided to us by our compensation consultant. |
Executive Summary
Stockholder Advisory Vote on Named Executive Officer Compensation At the 2025 Annual Meeting of stockholders, our stockholders cast non-binding, advisory votes on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote. Approximately 75% of the votes cast by our stockholders on the matter were in favor of our 2024 compensation program. Following our 2025 Annual Meeting, the Compensation Committee oversaw a targeted outreach effort to our top 28 stockholders, representing approximately 57.96% of shares outstanding (as of February 10, 2026). We held discussions with stockholders representing approximately 16.87% of shares outstanding (as of February 10, 2026) and received additional confirmations that several investors had no concerns or did not see a need to engage. Our calls with stockholders were initiated by our Chief Legal Officer, Chief People Officer, and Head of Investor Relations, and included certain members of our Board if available and/or requested. During these recent discussions, and among many viewpoints shared, our stockholders expressed certain concerns, including concerns with the use of one-time equity awards, the magnitude of increase of base salary, and the lack of stock ownership guidelines. In response to the feedback from the stockholder engagement and conversations with our compensation consultant, our Compensation Committee reassessed the compensation package for our NEOs. Specifically, for 2025, no special equity awards were granted, PSUs were incorporated into the executive officer compensation packages, the base salary increase for our executives was moderate, and a stock ownership policy was put in place. Further, the introduction of PSUs was meant to align executive compensation with shareholder interests by linking compensation directly to the performance of the company. While we have addressed many of the concerns raised by our stockholders in the outreach program over time, including the changes to compensation packages discussed herein, we are continually assessing potential actions based on the feedback received during these discussions. As our stockholders’ views and market practices on executive compensation evolve, the Compensation Committee will continue to evaluate and, when needed, make changes to our executive compensation program, ensuring that the program continues to reflect our pay-for-performance compensation philosophy and objectives. Furthermore, since we value the opinions of our stockholders, our Board and the Compensation Committee will continue to consider the feedback received throughout the year, including when making compensation decisions for our executive officers in the future. We will be conducting our annual say-on-pay vote as described in Proposal 2 of this proxy statement at our 2026 Annual Meeting of stockholders. Although we are not required to do so until our annual meeting of stockholders in 2027, we have elected to conduct a say-on-frequency vote as described in Proposal 3 of this proxy statement at our 2026 Annual Meeting of stockholders in order to provide our stockholders with the opportunity to provide their feedback on the frequency of our say-on-pay votes this year. Our Board of Directors and our Compensation Committee will consider the outcome of the say-on-pay vote and the related say-on-frequency vote, as well as feedback received throughout the year, when making compensation decisions for our NEOs in the future.
Compensation Philosophy and Objectives
| • | Attract and retain top performers at all levels who contribute to our long-term success; |
Compensation Philosophy and Objectives
| • | Directly tie rewards to performance through a long-term incentive compensation program that pays out when we achieve specified value inflection points. |
Pay Components
| Base Salary | Base salaries are fixed annual cash compensation established and reviewed annually with consideration for individual responsibilities and experience, competitive market data, and individual contributions. Base salaries are set to be competitive within our industry and are important in attracting and retaining talented executive officers. | | Annual Performance-based Bonus | The annual performance-based bonus opportunity is a variable, cash incentive program. It is intended to motivate and reward our executive officers for the achievement of key strategic goals of the Company. In determining the annual performance-based bonus for our CEO and CFO, our Compensation Committee reviews corporate performance and considers whether there have been any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. Our Compensation Committee then reviews and approves bonus decisions for the CFO and the rest of the company. The Compensation Committee makes a recommendation to our Board of Directors on the bonus amount for the CEO based on the totality of the Company and individual performance. | | Long-Term Equity Incentives | Long-term incentive compensation in the form of equity awards incentivizes our executive officers to create sustainable long-term stockholder value, while also providing a retention vehicle for our top executive talent and promoting an ownership culture. Equity awards are granted in the form of time-based stock options, RSU awards and/or PSU awards. These awards are typically granted on an annual basis. |
Annual Performance-Based Cash Bonus
Annual Performance-Based Cash Bonus In addition to base salaries, our NEOs are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executive officers to achieve corporate objectives and individual accomplishments, and to reward our executive officers who significantly impact our results. Each NEO has a target annual performance-based cash bonus represented as a percentage of base salary, or a target bonus percentage, each of which is set forth below. The target bonus percentages were based on competitive market data from other companies for similar positions within the industry. For 2025, the target bonus percentages of our CEO and CFO remained at 100% and 60%, based on recommendations from Aon as necessary to be competitive with our 2025 compensation peer group. Our Former CFO did not have a target bonus for 2025 because his employment with us ended prior to our 2025 compensation setting process.
Annual Performance-Based Cash Bonus
| Name | 2025 Base Salary | 2025 Target Bonus (% of base salary) | 2025 Target Bonus ($) | | Neil Kumar, Ph.D. | $1,040,000 | 100% | $1,040,000 | | Thomas Trimarchi, Ph.D. | $673,000 | 60% | $403,800 | | Brian Stephenson, Ph.D., CFA | $656,000 | 0% | $0(1) |
Annual Performance-Based Cash Bonus
| (1) Dr. Stephenson’s employment terminated in March 2025 and he was not awarded a bonus for 2025. |
Annual Performance-Based Cash Bonus
Our Compensation Committee and our Board of Directors review our corporate performance and consider whether there have been any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. The actual amount of bonus compensation that is earned by our NEOs is a discretionary determination made by our Board of Directors based on the recommendation of our Compensation Committee. Our Board of Directors believes that it can responsibly discharge its duties by maintaining discretion to evaluate corporate performance at the close of the year based on the totality of the circumstances and exercise the discretion to award or not award bonus compensation without reliance on rote calculations under set formulas. Payouts of earned bonuses, if any, are generally made in the year following the year of performance, subject to continued employment on the bonus payment date. For 2025, our Board of Directors determined that we achieved all of our corporate goals, including exceeding Attruby net product revenue targets; achieving positive topline readouts in ADH1 and positive interim analysis results from the Phase 3 FORTIFY study; achieving last patient, last visit for achondroplasia (and a positive topline readout in the first quarter of 2026); retiring senior secured debt; managing expenditures to within our operating budget; and keeping regrettable attrition to below 5%. We had cash, cash equivalents and marketable securities as of December 31, 2025, of $587.5 million as disclosed in our 2025 Annual Report on Form 10-K. We delivered these results while maintaining a total equity overhang around the median of our peer group. Based on our Company’s strong performance in 2025 across commercial launch and clinical programs as well as our broader business success, our Compensation Committee and Board of Directors decided to pay approximately 135% of the target performance bonus to our CEO recognizing his strong individual performance in leading our Company’s achievements in 2025. Our Compensation Committee decided to pay approximately 130% of the target performance bonus to our CFO in the amount of $525,000, recognizing his leadership over a broad range of core service functions that enable our R&D and commercial success.
Annual Performance-Based Cash Bonus
| Name | 2025 Target Bonus ($) | 2025 Bonus Payout ($) | 2025 Bonus Payout (% of bonus target) | | Neil Kumar, Ph.D. | $1,040,000 | $1,404,000 | 135% | | Thomas Trimarchi, Ph.D. | $403,800 | $525,000 | 130% | | Brian Stephenson, Ph.D., CFA | $0 | $0(1) | 0% |
Annual Performance-Based Cash Bonus
| (1) Dr. Stephenson’s employment terminated in March 2025 and he was not awarded a bonus for 2025. |
Long-term Incentive Program
Long-term Incentive Program
Annual Refresh Grants
Annual Refresh Grants Our long-term incentive compensation awards are designed to align the interests of our NEOs with the interests of our stockholders. We believe that equity compensation is an integral component of our efforts to attract and retain exceptional executives, senior management, and other employees at this critical point in our trajectory. Equity compensation represents the largest at-risk component of our NEOs’ compensation arrangements, and the total value of equity awarded as well as the split between options, RSUs, and PSUs is recommended by our Compensation Committee to the full Board of Directors, taking into consideration Aon’s recommendation and analysis of our compensation peer group. In 2025, we introduced PSUs for the first time into our equity program, with grants being made to the members of our executive teams, including our CEO and CFO. We included PSUs as part of our annual equity grant process to offer a new equity vehicle to help further align our executive officers’ interests with those of our stockholders, encourage long-term performance, and create an additional retention tool and incentive for our NEOs. We believe PSUs allow for greater alignment of our executive officers’ performance with shareholder interests, with metrics tied to value inflection points. They are also aligned with peer group and leading governance practices. Consistent with our pay-for-performance philosophy, the number of awardable PSUs can increase or decrease depending on the Company’s performance, and ranges from 0% - 150% of the target number of PSUs granted. The Company must achieve at least one positive top-line readout metric (as described below) to achieve the threshold performance level to be credited PSUs, and any credited PSUs will only vest based on continued service through a specified date. Therefore, there is no guarantee that any PSUs will be credited and/or vest, reinforcing the significant performance-based nature of these awards. Furthermore, the PSUs granted in 2025 allow for greater alignment of our executives’ interests with those of our shareholder, since the positive top-line readout metrics are tied to value inflection points for the Company. Our PSUs are also structured to reflect leading governance practices. For the 2025 refresh award granted in March 2025, the annual refresh grants were split approximately 50% RSUs, 35% PSUs, and 15% options for our CEO and 80% RSUs and 20% PSUs for our CFO, as recommended by Aon to align with the practices of our peer group. Subsequent to year-end, in the first quarter of 2026, the performance conditions applicable to these PSUs were achieved. As a result, the awards converted to time-based vesting, subject solely to continued service through the applicable vesting dates. The following table summarizes the annual equity refresh grants to our NEOs in 2025:
Annual Refresh Grants
| Name | 2025 Refresh RSUs, PSUs and Stock Options (grant date) | 2025 Refresh RSUs (# of shares) | 2025 Refresh PSUs (# of shares) | 2025 Refresh Stock Options (# of shares) | Strike Price of 2025 Refresh Stock Options ($) | | Neil Kumar, Ph.D. | 3/19/2025 | 184,860 | 129,400 | 71,208 | $33.75 | | Thomas Trimarchi, Ph.D. | 3/19/2025 | 109,100 | 27,270 | — | — | | Brian Stephenson, Ph.D., CFA | — | — | — | — | — |
Annual Refresh Grants
The 2025 annual option grants and the 2025 annual RSU awards vest in equal quarterly installments over a period of four years with the first vesting installment on May 16, 2025, subject to the NEO’s continued service through each vesting date. The 2025 PSUs vest based on the achievement of both performance- and time-based conditions. First, the number of PSUs that can be credited is based on the Company’s achievement of up to three positive top-line readout metrics, including the achievement of statistical significance on the primary endpoint or a secondary endpoint that justifies proceeding with filing an NDA for in Achondroplasia, ADH1 and LGMD2i, determined over a two-year performance period (i.e., January 1, 2025 through December 31, 2026) with the amount of PSUs credited ranging from 0% to 150% as set forth in the table below (with no linear interpolation between the achievement levels). Any PSUs that are credited will then vest in two equal installments on February 16, 2027 and February 16, 2028, subject to the NEO’s continued service through each applicable vesting date. In the event of a sale event (as defined in the 2021 Plan) prior to the end of the performance period, the performance period will be truncated with the performance achievement being measured through the sale event date, and the number of PSUs may be credited will be based on actual performance during such truncated performance period. After such determination, any PSUs that are credited will vest as follows: 50% of the such credited PSUs will vest at the closing of such sale event and the remaining 50% will vest on the one-year anniversary of the sale event date, subject to the applicable NEO’s continued service with the Company or its subsidiary through the applicable vesting date; provided, however, if after the sale event date, and prior to the first anniversary of such sale event date, the NEO is terminated (i) due to a sale event termination, then the number of credited PSUs will fully vest, and (ii) for any reason other than due to a sale event termination, the number of credited PSUs will be forfeited and the NEO will no longer have the right to earn any portion of such credited PSUs. Notwithstanding the foregoing, in the event of a sale event where the successor entity does not assume, continue or substitute such PSUs, then the credited PSUs will become fully vested and payable as of the date immediately prior to such sale event, subject to the NEO’s continued service through the closing of such sale event.
Annual Refresh Grants
Additional details regarding these options, RSUs and PSUs are set forth in the “Grants of Plan-Based Awards for Fiscal Year 2025 Table” and the “Outstanding Equity Awards at 2025 Fiscal Year End Table” below.
Equity Grant Practices
Equity Grant Practices We do not have a formal policy regarding the granting practices of our equity awards. We generally make refresh grants to existing employees in the first quarter of each year after our year end results are filed. However, our Board and Compensation Committee, as applicable, carefully review any potential material nonpublic information before granting equity awards. We do not time our equity award grants either to take advantage of a depressed stock price, or an anticipated increase in stock price, and we have limited the amount of discretion that can be exercised in connection with the timing of equity award grants. We also do not time the release of material nonpublic information based on equity award grant dates. During the fiscal year ended December 31, 2025, we did not award any stock options to an NEO in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such report.
Severance Arrangements
Severance Arrangements In addition to base salaries, annual performance-based cash bonuses and long-term incentive compensation awards, our employees, including our executive officers, are eligible to receive certain payments and/or benefits upon qualifying terminations of employment from the Company, both in connection with, and unrelated to, a change in control. We consider it essential and in the best interests of our stockholders to foster the continuous employment of our executive officers. Accordingly, we believe that reasonable and competitive post-employment compensation arrangements are an important part of an executive compensation program to attract and retain highly qualified executive officers. Our NEOs are party to offer letters with the Company that provide certain payments and benefits upon a qualified termination event not in connection with a change in control. Our philosophy is that outside of a change in control context, severance protections are only appropriate in the event an executive officer is involuntarily terminated by us without cause or if the executive voluntarily resigns for good reason, and such protections are only provided upon the executive officer’s execution of an effective release of claims. The Compensation Committee determined that such payments and benefits are necessary to recruit and retain top talent and to align with market norms. We also believe that the occurrence or potential occurrence of a change in control will create uncertainty regarding the continued employment of our executive officers. In order to encourage them to remain employed with us during an important time when their prospects for continued employment following a change in control transaction are often uncertain, we provide our NEOs, through their offer letters and the Company’s change in control policy, adopted May 9, 2023, as may be amended from time to time (the “CiC Policy”), with the opportunity to receive additional severance protections during a change in control protection period, including certain cash payments, equity acceleration and/or other benefits, subject to the executive officer’s execution of an effective release of claims. The primary purpose of these arrangements is to keep our executive officers focused on pursuing potential corporate transactions that are in the best interests of our stockholders regardless of whether those transactions may impact their own job security. The enhanced severance benefits are “double trigger” because a change in control alone (except, in the case of equity awards, when such awards are not assumed, continued or substituted by the successor in connection with the change in control) cannot trigger such payments and benefits. Rather, such enhanced severance benefits are triggered only if there is a qualifying termination of an NEO’s employment within the change in control protection period. In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of equity-based awards accelerated automatically as a result of the transaction. We believe that the severance benefits provided to our NEOs are appropriate in light of the severance protections available to similarly-situated executive officers at our peer companies and are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections. For a full description of the severance arrangements applicable to our NEOs, please see “Employment Arrangements with our Named Executive Officers” and “Potential Payments on Termination or Change in Control Table” below.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, and paid to our NEOs for services rendered to us in all capacities for the years ended as set forth below.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)* | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Neil Kumar, Ph.D. Chief Executive Officer | 2025 | 1,044,000 | 1,404,000 | 10,606,275 | 1,874,992 | 15,318(3) | 14,944,585 | | | 2024 | 987,539 | 1,038,800 | 12,541,433 | 999,991 | 14,160 | 15,581,923 | | | 2023 | 742,000 | 779,100 | 6,123,793 | 4,499,993 | 13,740 | 12,158,626 | | Thomas Trimarchi, Ph.D. President and Chief Financial Officer(4) | 2025 | 675,589 | 525,000 | 4,602,488 | — | 29,293(5) | 5,832,369 | | | 2024 | 643,654 | 454,200 | 5,316,062 | 60,584 | 27,558 | 6,502,058 | | Brian Stephenson, Ph.D., CFA(6) Former Chief Financial Officer | 2025 | 156,431 | — | — | — | 528,230(7) | 684,661 | | | 2024 | 661,046 | 328,000 | 4,318,393 | 342,088 | 14,160 | 5,663,687 | | | 2023 | 650,000 | 487,500 | 3,170,759 | 2,329,997 | 13,740 | 6,651,996 |
2025 Summary Compensation Table
| * The amount reported reflects base salary earned under the Company’s bi-weekly payroll schedule, which aligns pay with actual working days. Due to one additional working day in 2025, Drs. Kumar and Trimarchi earned $4,000 and $2,589, respectively, above their annual base salary rate, solely as a result of the payroll calendar. |
2025 Summary Compensation Table
| (1) The bonus amounts reported reflect the discretionary cash bonuses earned by the NEOs, and determined by our Board of Directors, for the applicable fiscal year, which was based on several factors, including our Company’s and our NEOs’ performance during such fiscal year. |
2025 Summary Compensation Table
| (2) In accordance with SEC rules, these columns reflect the aggregate grant date fair values of the stock awards and option awards, as applicable, granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the NEOs upon the exercise of the options, the lapse of our repurchase right on any shares of restricted stock, the vesting/settlement of restricted stock units or the sale of shares of our common stock underlying such awards. For 2025, under the Stock Awards column, the amounts represent the aggregate grant date fair value for RSUs ($6,239,025 and $3,682,125 for Drs. Kumar and Trimarchi, respectively) and for the aggregate grant date fair value for PSUs ($4,367,250 and $920,363 for Drs. Kumar and Trimarchi, respectively), which are based on probable outcome of the applicable performance metrics. For the 2025 PSUs, the grant date fair value, computed in accordance with FASB ASC Topic 718, based on maximum achievement of the performance metrics was $6,550,875 and $1,380,544 for Drs. Kumar and Trimarchi, respectively. |
2025 Summary Compensation Table
| (3) The amount reported for 2025 represents: (i) $14,000 for employer matching contributions received under the Company’s 401(k) plan; (ii) $958 of imputed income for parking and (iii) $360 of imputed income for group term life insurance coverage exceeding IRS limits. |
2025 Summary Compensation Table
| (4) Dr. Trimarchi was not an NEO for 2023. |
2025 Summary Compensation Table
| (5) The amount reported for 2025 represents: (i) $14,000 for employer matching contributions received under the Company’s 401(k) plan; (ii) $15,053 of imputed income for medical benefit and (iii) $240 of imputed income for group term life insurance coverage exceeding IRS limits. |
2025 Summary Compensation Table
| (6) Dr. Stephenson ceased to serve as our CFO on March 17, 2025. Effective March 17, 2025, Dr. Stephenson provides services to the Company as a consultant. |
2025 Summary Compensation Table
| (7) The amount reported represents: (i) $492,000 for severance payments, as described below in our “Employment Arrangements with our Named Executive Officers” and “Potential Payments on Termination or Change in Control Table”; (ii) $22,036 for COBRA premiums, as described below in our “Potential Payments on Termination or Change in Control Table”; (iii) $14,000 for employer matching contributions received under the Company’s 401(k) plan; (iv) $97 of imputed income for parking and (v) $97 of imputed income for group term life insurance coverage exceeding IRS limits. |
Grants of Plan-Based Awards for Fiscal Year 2025 Table
Grants of Plan-Based Awards for Fiscal Year 2025 Table The following table sets forth the individual awards made to each of our NEOs during 2025. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.
Grants of Plan-Based Awards for Fiscal Year 2025 Table
| | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | | | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Share)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Neil Kumar, Ph.D. | 3/19/2025 | | | | — | 71,208 | 33.75 | 1,874,992 | | | 3/19/2025 | 64,700 | 129,400 | 194,100 | | — | — | 4,367,250 | | | 3/19/2025 | | | | 184,860 | — | — | 6,239,025 | | Thomas Trimarchi, Ph.D. | 3/19/2025 | 13,635 | 27,270 | 40,905 | | — | — | 920,363 | | | 3/19/2025 | | | | 109,100 | — | — | 3,682,125 | | Brian Stephenson, Ph.D., CFA | — | | | | — | — | — | — |
Grants of Plan-Based Awards for Fiscal Year 2025 Table
| (1) The amounts shown represent the PSUs granted pursuant to the 2021 Plan, which amounts will be payable in shares of our common stock based achievement of both performance- and time-based conditions as described in detail in the “Compensation Discussion and Analysis - Long-term Incentive Program” above. The amounts represent threshold, target and maximum number of shares that could be credited and vested, assuming 50%, 100% and 150%, respectively, of the Company’s achievement of up to three specified clinical readouts as described in the “Executive Compensation - Compensation Discussion and Analysis – Long-term Incentive Program” section above and the “Outstanding Equity Awards at 2025 Fiscal Year End Table” below. |
Grants of Plan-Based Awards for Fiscal Year 2025 Table
| (2) The amounts shown represent time-based RSUs granted pursuant to the 2021 Plan, which amounts will be payable in shares of our common stock if the service-based conditions for such time-based RSUs are met. The vesting schedules for such time-based RSUs are set forth in the “Outstanding Equity Awards at 2025 Fiscal Year End Table” below. |
Grants of Plan-Based Awards for Fiscal Year 2025 Table
| (3) The amounts shown represent time-based stock options granted pursuant to the 2021 Plan. The vesting schedules for such time-based stock options are set forth in the “Outstanding Equity Awards at 2025 Fiscal Year End Table” below. |
Grants of Plan-Based Awards for Fiscal Year 2025 Table
| (4) Based on the closing price per share of our common stock as reported by the Nasdaq Global Select Market on the date of grant. |
Grants of Plan-Based Awards for Fiscal Year 2025 Table
| (5) The amounts represent the aggregate grant date fair values of the stock awards and option awards, as applicable, granted during 2025, computed in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the exercise of the options, the lapse of our repurchase right on any shares of restricted stock, the vesting/settlement of restricted stock units or the sale of shares of our common stock underlying such awards. For the PSUs, the aggregate grant date fair values are based on probable outcome of the applicable performance metrics. For the PSUs, the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, based on maximum achievement of the performance metrics, was $6,550,875 and $1,380,544 for Drs. Kumar and Trimarchi, respectively. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
Outstanding Equity Awards at 2025 Fiscal Year End Table The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025:
Outstanding Equity Awards at 2025 Fiscal Year End Table
| | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not vested (#) | Market Value of Shares or Units of Stock that have not vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(2) | | Neil Kumar, Ph.D. | 6/26/2019 | 1,742,882(3) | — | $17.00 | 6/26/2029 | — | — | | | | | 6/3/2020 | 590,551(3) | — | $28.86 | 6/2/2030 | — | — | | | | | 2/10/2021 | 225,971(3) | — | $68.87 | 2/9/2031 | — | — | | | | | 12/3/2021 | 786,072(3) | — | $38.62 | 12/2/2031 | — | — | | | | | 2/10/2023 | 442,461 | 182,191(4) | $11.41 | 2/9/2033 | — | — | | | | | 2/10/2023 | — | — | — | — | 167,720(5) | $12,828,903 | | | | | 3/12/2024 | 19,748 | 25,392(6) | $28.70 | 3/11/2034 | — | — | | | | | 3/12/2024 | — | — | — | — | 176,394(7) | $13,492,377 | | | | | 12/10/2024 | — | — | — | — | 60,976(8) | $4,664,054 | | | | | 3/19/2025 | 13,351 | 57,857(9) | $33.75 | 3/18/2035 | — | — | | | | | 3/19/2025 | — | — | — | — | | | 129,400(10) | $9,897,806 | | | 3/19/2025 | — | — | — | — | 150,199(11) | $11,488,722 | | | | Thomas Trimarchi, Ph.D. | 06/26/2019 | 115,000(3) | — | $17.00 | 6/26/2029 | — | — | | | | | 9/18/2020 | 16,419(3) | — | $42.19 | 9/17/2030 | | | | | | | 2/10/2021 | 22,145(3) | — | $68.87 | 2/9/2031 | — | — | | | | | 12/2/2021 | 158,127(3) | — | $40.03 | 12/1/2031 | — | | | | | | 2/7/2023 | — | — | — | — | 109,375(5) | $8,366,094 | | | | | 3/18/2024 | — | — | — | — | 68,598(6) | $5,247,061 | | | | | 8/6/2024 | 1,185 | 1,975(12) | $24.87 | 8/5/2034 | — | — | | | | | 8/6/2024 | — | — | — | — | 11,877(13) | $908,472 | | | | | 12/10/2024 | — | — | — | — | 25,000(8) | $1,912,250 | | | | | 3/19/2025 | — | — | — | — | | | 27,270(10) | $2,085,882 | | | 3/19/2025 | — | — | — | — | 88,644(11) | $6,780,380 | | | | Brian Stephenson, Ph.D., CFA | 6/26/2019 | 414,670(3) | — | $17.00 | 6/26/2029 | — | — | | | | | 6/3/2020 | 19,915(3) | — | $28.86 | 6/2/2030 | | | | | | | 2/10/2021 | 73,440(3) | — | $68.87 | 2/9/2031 | — | — | | | | | 2/10/2021 | — | — | — | — | — | — | | | | | 12/3/2021 | 211,366(3) | — | $38.62 | 12/2/2031 | — | — | | | | | 2/10/2023 | 229,096 | 94,335(4) | $11.41 | 2/9/2033 | — | — | | | | | 2/10/2023 | — | — | — | — | 86,842(5) | $6,642,545 | | | | | 3/12/2024 | 2,895 | 8,687(6) | $28.70 | 3/11/2034 | — | — | | | | | 3/12/2024 | — | — | — | — | 60,344(7) | $4,615,713 | | | | | 12/10/2024 | — | — | — | — | 21,342(8) | $1,632,450 | | |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (1) All grants were made under the 2021 Plan and the 2019 Stock Option and Incentive Plan, or the 2019 Plan, which was subsequently amended and restated into the 2021 Plan. All equity awards granted on or prior to December 2, 2021 were issued under the 2019 Plan. All equity awards granted after December 2, 2021 were issued under the 2021 Plan. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (2) Based on a price of $76.49 per share, which was the closing price per share of our common stock as reported by the Nasdaq Global Select Market on December 31, 2025, the last trading day of 2025. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (3) Represents fully vested shares subject to such stock option award. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (4) The shares underlying this stock option award vest in equal monthly installments over four years following the vesting commencement date of February 10, 2023, subject to the grantee’s continuous service through each such vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (5) Represents restricted stock units that vest in equal quarterly installments over four years with the first vesting installment beginning on May 16, 2023, subject to the grantee’s continued service through each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (6) The shares underlying this stock option award vest in equal quarterly installments over four years with the first vesting installment beginning on May 16, 2024, subject to the grantee’s continuous service through each such vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (7) Represents restricted stock units that vest in equal quarterly installments over four years with the first vesting installment beginning on May 16, 2024, subject to the grantee’s continued service through each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (8) Represents restricted stock units that vest in equal annual installments over two years on each of December 12, 2025 and December 12, 2026, subject to the grantee’s continued service through each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (9) The shares underlying this stock option award vest in equal quarterly installments over four years with the first vesting installment beginning on May 16, 2025, subject to the grantee’s continued service through each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (10) Represents PSUs that vest based on achievement of both performance- and time-based conditions. The performance-based condition is satisfied based on the achievement of up to three positive top-line readout targets during a two-year performance period, subject to the continued service of the grantee through the applicable vesting dates. Any PSUs that are credited based on the satisfaction of such performance-based condition are then subject to the time-based vesting condition and will vest in two equal annual installments on February 16, 2027 and February 16, 2028, subject to the continued service of the grantee through the applicable vesting date. Such PSUs are subject to certain acceleration of vesting conditions as set forth in the applicable award agreement and described in detail in the “Executive Compensation - Compensation Discussion and Analysis – Long-term Incentive Program” section above. The amount in the table represents the target number of PSUs that may be credited. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (11) Represents restricted stock units that vest in equal quarterly installments over four years with the first vesting installment beginning on May 16, 2025, subject to the grantee’s continued service through each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (12) The shares underlying this stock option award vest in equal quarterly installments over four years with the first vesting installment beginning on August 16, 2024, subject to the grantee’s continuous service through each such vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (13) Represents restricted stock units that vest in equal quarterly installments over four years with the first vesting installment beginning on August 16, 2024, subject to the grantee’s continued service through each vesting date. |
Option Exercises and Stock Vested in Fiscal Year 2025 Table
Option Exercises and Stock Vested in Fiscal Year 2025 Table The following table sets forth the number of shares of our common stock acquired and the value realized upon exercises of stock options and vesting of restricted stock and restricted stock unit awards during the fiscal year ended December 31, 2025 by each of our NEOs.
Option Exercises and Stock Vested in Fiscal Year 2025 Table
| | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Neil Kumar, Ph.D. | | | 310,604 | 16,325,379 | | Thomas Trimarchi, Ph.D. | | | 173,070 | 8,852,322 | | Brian Stephenson, Ph.D., CFA | 282,795 | 3,701,586 | 122,199 | 6,295,907 |
Option Exercises and Stock Vested in Fiscal Year 2025 Table
| (1) The value realized upon the exercise of option awards is calculated by multiplying (i) the number of shares exercised by (ii) the difference between the closing market price of our common stock on the exercise date and the per share exercise price of applicable option exercised. |
Option Exercises and Stock Vested in Fiscal Year 2025 Table
| (2) The value realized upon vesting of restricted stock and restricted stock units is calculated by multiplying (i) the number of shares of restricted stock and restricted stock units vested by (ii) the closing market price of our common stock on the vesting date. The value does not necessarily reflect the actual proceeds received. |
Potential Payments on Termination or Change in Control Table
Potential Payments on Termination or Change in Control Table The table below quantifies the potential payments and benefits that would have become due to our NEOs assuming that a qualifying termination of employment occurred on December 31, 2025. Our 2021 Plan provides for full acceleration of outstanding time-based awards in the event the awards will not be assumed, substituted or continued in connection with a sale event (as defined in the 2021 Plan), which applies to all plan participants, including our NEOs. For purposes of the table below, we have assumed that all awards granted under the 2021 Plan would be assumed, substituted or continued by a successor entity. In the event there is no assumption, substitution or continuation, then the vesting of all time-based awards would be fully accelerated, and the potential benefits from such acceleration due to our NEOs assuming that the event occurred on December 31, 2025 would be the same as those calculated for “Termination Without Cause of Resignation for Good Reason in Connection with a Change in Control” in the table below. Our NEOs are also entitled to certain change in control benefits provided to all participants of our 2021 Plan under the Company’s CiC Policy. Specifically, in the event of a termination of a participant’s employment by the Company without “cause” or the participant’s resignation from employment for “good reason,” in either case which occurs upon or within 12 months after the completion of a “sale event” of the Company and subject to the participant’s execution of a severance agreement, the participant is entitled to full acceleration of vesting of then unvested and outstanding restricted stock awards, stock options, restricted stock units and any other equity awards of the Company with time-based vesting as of the date of such termination. The terms “good reason,” “cause” and “sale event” are as defined in the CiC Policy. For purposes of the table below, the value of accelerated vesting of equity awards is based on the closing price of $76.49 per share on December 31, 2025, minus, in the case of stock options, the exercise price of the unvested and outstanding stock option shares subject to acceleration.
Potential Payments on Termination or Change in Control Table
| Name | Benefit | Termination Without Cause or Resignation for Good Reason not in Connection with a Change in Control | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | No Termination and a Change in Control | | Neil Kumar, Ph.D. | Cash Severance | $1,040,000(1) | $1,040,000(1) | — | | | Equity Acceleration | — | $67,915,144(2) | $4,948,903(3) | | | Health Benefits | $50,392(4) | $50,392(4) | — | | | Total | $1,090,392 | $69,005,536 | $4,948,903 | | Thomas Trimarchi, Ph.D. | Cash Severance | $504,750(5) | $1,076,800(6) | — | | | Equity Acceleration | — | $25,402,088(2) | $1,042,941(3) | | | Health Benefits | $37,794(7) | $50,392(4) | — | | | Total | $542,544 | $26,529,280 | $1,042,941 |
Potential Payments on Termination or Change in Control Table
| (1) Represents lump sum payment of 12 months of the executive’s base salary. Dr. Kumar is also entitled to receive a pro-rated bonus in the year of termination. However, although Dr. Kumar has a target annual bonus opportunity, such bonus for 2025 was discretionary and not determinable as of December 31, 2025. |
Potential Payments on Termination or Change in Control Table
| (2) Represents, as applicable, the value of the acceleration of vesting of 100% of the executive’s unvested and outstanding restricted stock awards, stock options, time-based RSUs and any other equity awards of the Company that is subject to time-based vesting as of the date of such termination, all based on the closing price of $76.49 per share on December 31, 2025. The amount also represents the target value of PSUs that were credited on December 31, 2025, which were subsequently converted into time-based RSUs, and would vest in full if a qualifying termination occurred in connection with a change in control occurring on December 31, 2025. |
Potential Payments on Termination or Change in Control Table
| (3) Represents the target value of PSUs that were credited on December 31, 2025, which were subsequently converted into time-based RSUs (the “Converted RSUs”). The Converted RSUs would fully vest in connection with a change in control occurring on December 31, 2025 in which the acquiring company (or successor entity) does not assume, continue or substitute such Converted RSUs. If, instead, the Converted RSUs are assumed, continued or substituted in connection with the change in control, then such Converted RSUs will vest at 50% upon the change in control, which would result in a payment of $4,948,903 and $1,042,941 for Drs. Kumar and Trimarchi, respectively. |
Potential Payments on Termination or Change in Control Table
| (4) Represents 12 months of payment of COBRA premiums for such executive. |
Potential Payments on Termination or Change in Control Table
| (5) Represents lump sum payment of 9 months of the executive’s base salary. |
Potential Payments on Termination or Change in Control Table
| (6) Represents lump sum payment of 12 months of the executive’s base salary and payment of one times such executive’s target annual bonus opportunity. |
Potential Payments on Termination or Change in Control Table
| (7) Represents 9 months of payment of COBRA premiums for such executive. |
CEO Pay Ratio
CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to calculate and disclose the median of the actual total compensation of all our employees (except for our Chief Executive Officer), the annual total compensation of our Chief Executive Officer, and the ratio of the median of the annual total compensation of all our employees as compared to the annual total compensation of our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.
Methodology and Pay Ratio
Methodology and Pay Ratio After determining our median employee, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table under Item 402(c)(2) of Regulation S-K. The actual total compensation of our median employee in 2025 was $399,120. The annual total compensation for our Chief Executive Officer compensation for 2025 as reported in the 2025 Summary Compensation Table was $14,944,585. Therefore, our CEO Pay Ratio for 2025 is approximately 37 to 1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. This information should not be used as a basis for comparison among different companies, even companies within the same industry, because the SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company uses the CEO Pay Ratio measure in making compensation decisions.
Pay-Versus-Performance Table
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100(4) Investment based on:(5) | | Net Loss ($ Thousands)(7) | Total Revenues, net ($ Thousands)(8) | | | | | | | Total Shareholder Return (TSR)(5) ($) | Peer Group Total Shareholder Return (TSR)(6) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 14,944,585 | 75,350,467 | 3,258,515 | 22,556,083 | 108 | 125 | (732,938) | 502,076 | | 2024 | 15,581,922 | (2,656,829) | 6,082,873 | (261,159) | 39 | 93 | (543,347) | 221,902 | | 2023 | 12,158,626 | 70,060,160 | 6,651,996 | 29,070,865 | 57 | 94 | (653,251) | 9,303 | | 2022 | 6,674,437 | (11,343,340) | 2,957,392 | (783,731) | 11 | 90 | (484,625) | 77,648 | | 2021 | 25,626,959 | (132,750,009) | 8,677,297 | (23,115,955) | 23 | 100 | (586,454) | 69,716 |
Pay-Versus-Performance Table
| 2. | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Kumar, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Dr. Kumar during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Kumar’s total compensation for 2025 to determine the “compensation actually paid” to him for such fiscal year: |
Pay-Versus-Performance Table
| 4. | The dollar amounts reported in column (e) represent the average amount of “executive compensation actually paid” to our Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our Non-PEO NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for 2024 to determine the executive compensation actually paid to our Non-PEO NEOs, using the methodology described in Note 4(b) below: |
Executive Officer and Director Compensation
Executive Officer and Director Compensation See the sections titled “Executive Compensation” and “Proposal 1-Election of Directors-Director Compensation” for information regarding compensation of our executive officers and directors, respectively.