DEF 14A of Butterfly Network, Inc.
Filed Apr 27, 2026 · FY20250001140361-26-017118
Continuing Non-Employee Directors and Director Nominees
Continuing Non-Employee Directors and Director Nominees Jonathan M. Rothberg, Ph.D. is the founder of Legacy Butterfly and served as our Interim Chief Executive Officer from December 2022 to April 2023. Dr. Rothberg has been a member of our board of directors since February 2021 and served as the Chairperson of our board of directors from February 2021 to April 2023. Dr. Rothberg served as the Chairman of Legacy Butterfly’s board of directors from March 2014 to February 2021. He previously served as Legacy Butterfly’s Chief Executive Officer from March 2014 to April 2020, and as Legacy Butterfly’s President from March 2014 to April 2014. Dr. Rothberg is a scientist and entrepreneur who was awarded the National Medal of Technology and Innovation, the nation’s highest honor for technological achievement, by President Obama for inventing and commercializing high-speed DNA sequencing. Dr. Rothberg is the founder of the 4Catalyzer medical technology incubator and the founder of its companies: Legacy Butterfly, AI Therapeutics, Inc. (formerly LAM Therapeutics, Inc.), Quantum-Si Incorporated (Nasdaq: QSI), Hyperfine, Inc. (Nasdaq: HYPR), including its wholly-owned subsidiaries Hyperfine Operations, Inc. (formerly Hyperfine, Inc.) and Liminal Sciences, Inc., Tesseract Health, Inc., Detect, Inc. (formerly Homodeus Inc.) and 4Bionics LLC. These companies focus on using inflection points in medicine, such as deep learning, next-generation sequencing, and the silicon supply chain, to address global healthcare challenges. Dr. Rothberg serves as Interim Chief Executive Officer and Executive Chairman of the board of Quantum-Si Incorporated (Nasdaq: QSI) and Vice Chairman of Hyperfine, Inc. (Nasdaq: HYPR). Dr. Rothberg previously founded and served as Chairman, Chief Executive Officer, and Chief Technology Officer of Ion Torrent Systems, Inc. from 2007 to 2010, and founded and served as Chairman and Chief Executive Officer of RainDance Technologies, Inc. from 2004 to 2009. From 1999 to 2007, Dr. Rothberg co-founded and served as Chairman of ClarifI, Inc., and from 1999 to 2006, he founded and served as Chairman, Chief Executive Officer and Chief Technology Officer of 454 Life Sciences Corporation (“454 Life Sciences”). With 454 Life Sciences, Dr. Rothberg brought to market the first new way to sequence genomes since Sanger and Gilbert won the Nobel Prize for their method in 1980. With 454 Life Sciences’ technology, Dr. Rothberg sequenced the first individual human genome, and with Svante Paabo he initiated the first large-scale effort to sequence ancient DNA (The Neanderthal Genome Project). Prior to 454 Life Sciences, Dr. Rothberg founded and served as Chairman and Chief Executive Officer of CuraGen Corporation from 1993 to 2004. His contributions to the field of genome sequencing include the first non-bacterial cloning method (cloning by limited dilution) and the first massively parallel DNA sequencing method (parallel sequencing by synthesis on a single substrate), concepts that have formed the basis for all subsequent next generation sequencing technologies. Dr. Rothberg is an Ernst and Young Entrepreneur of the Year, is the recipient of The Wall Street Journal’s First Gold Medal for Innovation, SXSW Best in Show, Nature Methods First Method of the Year Award, the Connecticut Medal of Technology, the DGKL Biochemical Analysis Prize, and an Honorary Doctorate of Science from Mount Sinai. Dr. Rothberg is a member of the National Academy of Engineering, the Connecticut Academy of Science and Engineering, is a trustee of Carnegie Mellon University and an Adjunct Professor of Genetics at Yale University. Dr. Rothberg received his Ph.D., M.Phil., his M.S. in biology from Yale University and his B.S. in chemical engineering from Carnegie Mellon University. Dr. Rothberg’s qualifications to serve on our board of directors include his significant scientific, executive and board leadership experience in the technology industry, as well as his knowledge of our business as Legacy Butterfly’s founder and former Interim Chief Executive Officer.
Continuing Non-Employee Directors and Director Nominees
| 2026 Proxy Statement | 15 |
Continuing Non-Employee Directors and Director Nominees
Larry Robbins has served on our board of directors since our inception and serves as our Lead Independent Director. Mr. Robbins served as our Chairman from inception to February 2021. Since November 2024, he has served on the board of directors of CVS Health Corporation (NYSE: CVS). Mr. Robbins is the Founder, Portfolio Manager and Chief Executive Officer of Glenview Capital Management (“Glenview”). Prior to founding Glenview in 2000, Mr. Robbins spent six years as an analyst and partner at Omega Advisors (“Omega”) on their U.S. equity long/short team. He joined Omega after three years at Gleacher & Company, a merger and acquisition advisory boutique in New York. Through their Robbins Family Foundation, Mr. Robbins and his wife Sarahmay are active supporters of education reform both in New York City and on a national level. He serves as Chairman of the board of directors for Array Education and the Knowledge Is Power Program (KIPP) New York, and he is a board member for the Relay Graduate School of Education, Robin Hood Foundation and Zearn. In addition, Mr. Robbins is the Senior Chair of the Wall Street Division of the UJA-Federation. Mr. Robbins graduated with honors from the Wharton School and Moore School of the University of Pennsylvania in 1992, where he received his B.S. in Economics and Engineering, with majors in accounting, finance, marketing, and systems engineering. Mr. Robbins is also a certified public accountant. Mr. Robbins’ qualifications to serve on our board of directors include his extensive knowledge of financial accounting and his significant investment experience. Elazer Edelman, M.D., Ph.D. has served on our board of directors since March 2021 and serves as the Chair of our technology committee. Dr. Edelman has served as the Edward J. Poitras Professor in Medical Engineering and Science at the Massachusetts Institute of Technology which he joined in 1993, Professor of Medicine at Harvard Medical School which he joined in 1989, and Senior Attending Physician in the coronary care unit at the Brigham and Women’s Hospital in Boston with which he has been associated since 1984. He and his laboratory have pioneered basic findings in vascular biology and the development and assessment of biotechnology. Dr. Edelman has directed the Massachusetts Institute of Technology’s Institute for Medical Engineering and Science and Clinical Research Center as well as the Harvard-MIT Biomedical Engineering Center, all dedicated to applying the rigors of the physical sciences to elucidate fundamental biologic processes and mechanisms of disease. He is the founder and has served on the board of director of Autus Valve Technologies, Inc. since 2019, BioDevek, Inc. since 2015, and PanTher Therapeutics, LLC since 2014. Dr. Edelman completed internal medicine training and clinical fellowship in Cardiovascular Medicine at the Brigham and Women’s Hospital and a research fellowship at the Department of Pathology at Harvard Medical School. Dr. Edelman received his M.D. from Harvard Medical School and his Ph.D. in Medical Engineering and Medical Physics, M.S. in Electrical Engineering and Computer Science, and B.S. in Bioelectrical Engineering and Applied Biology from the Massachusetts Institute of Technology. Dr. Edelman’s qualifications to serve on our board of directors include his medical and biomedical engineering background and his extensive scientific advisory experience and co-founding of a number of technology companies. Caroll H. Neubauer has served as an executive advisor at Water Street Healthcare Partners, LLC, a financial consultant, since October 2020. Prior to that, Mr. Neubauer worked for the B. Braun Group, a medical and pharmaceutical device company (“B. Braun”), including serving on the Global Management Board of the B. Braun SE / B. Braun Melsungen AG from 1991 until 2020. Mr. Neubauer also led B. Braun’s North American operations, serving as Chairman and CEO of B. Braun of America Inc., a premier provider of infusion therapy and pain management solutions, from 1996 until 2020. In addition, Mr. Neubauer has served on the board of directors for The Advanced Medical Technology Association (“AdvaMed”), where he worked with other industry leaders to spearhead the initiative that successfully repealed the U.S. medical device tax in 2019. AdvaMed recognized Mr. Neubauer with a Lifetime Achievement Award in 2024. Mr. Neubauer also served as Chairman of the German American Chamber of Commerce New York from 2008 until 2019, initiating programs to benefit transatlantic relations and healthcare communities in the United States and Europe. Mr. Neubauer earned a German Law degree from The Albert Ludwigs University, Freiburg, Germany, and a Master of Laws from Georgetown University. Mr. Neubauer’s qualifications to serve on our board of directors include his extensive leadership experience in medical device companies and his background in law, further bolstered by his recent governance roles as a member of the Supervisory Board of Zimmer MedizinSystems GmbH from 2021 until 2025, current Chairman of the Board of iRen Medical Ltd. since 2022, and a member of the Board of GlobalMed Logistix, LLC since 2026. S. Louise Phanstiel has served on our board of directors since February 2021 and serves as the Chair of our audit committee. Ms. Phanstiel serves as Chair of the Board of Directors of Myriad Genetics, Inc. (Nasdaq: MYGN), or Myriad, since March 2020 and has been a Director of Myriad since September 2009. Ms. Phanstiel previously held several executive positions at Elevance Health, Inc. (NYSE: ELV), formerly Anthem, Inc. and prior to that, WellPoint, Inc., from 1996 to 2007. Ms. Phanstiel was President, Specialty Products, which included behavioral health services; Senior Vice President, Chief of Staff and Corporate Planning in the Office of the Chairman; and Chief Accounting Officer, Controller and Chief Financial Officer for all WellPoint, Inc. subsidiaries. Previously, Ms. Phanstiel was a partner at the international services firm PricewaterhouseCoopers, LLP, formerly Coopers & Lybrand, LLP, where she specialized in insurance. Ms. Phanstiel’s life science experience includes having previously served on the board of directors and Chair of the Audit Committees at publicly traded companies, Inveresk Research Group, Inc. and Verastem Oncology (Nasdaq: VSTM). Ms. Phanstiel received her B.A. in Accounting from Golden Gate University, is a Certified Public Accountant, and also holds a CERT certification in cybersecurity oversight from Carnegie Mellon. Ms. Phanstiel’s qualifications to serve on our board of directors include her significant experience in the healthcare industry, her extensive knowledge of financial accounting, internal control and public company reporting, and her experience serving on the board of directors of other publicly traded companies.
Continuing Non-Employee Directors and Director Nominees
| 2026 Proxy Statement | 16 |
Continuing Non-Employee Directors and Director Nominees
Erica Schwartz, M.D., J.D., M.P.H. has served on our board of directors since September 2021 and serves as the Chair of our nominating and corporate governance committee. Dr. Schwartz has served as President of Insurance Solutions at United Healthcare since October 2021. Previously, Dr. Schwartz served as the Deputy Surgeon General for the U.S. Department of Health and Human Services from March 2019 to April 2021, where she led the country’s public health deployment in response to the COVID-19 pandemic. Prior to her role as the Deputy Surgeon General, Dr. Schwartz spent 24 years in the uniformed service, during which time she was promoted through the ranks to Rear Admiral of the U.S. Coast Guard, where she served as the Chief Medical Officer and Director of Health, Safety, and Work Life from 2015 to 2019. Previously, Dr. Schwartz served as the U.S. Coast Guard’s Chief of Health Services from 2013 to 2015 and Preventive Medicine Chief from 2005 to 2013. Dr. Schwartz has served on the board of directors of Aveanna Healthcare Holdings Inc. (Nasdaq: AVAH), a provider of a broad range of pediatric and adult healthcare services, since May 2021. Dr. Schwartz is trained and board certified in Preventive Medicine. She received a Bachelor of Science degree in Biomedical Engineering from Brown University, a Medical Doctorate from Brown University School of Medicine, a Master of Public Health degree with a dual concentration in health services administration and occupational and environmental medicine from the Uniformed Services University of the Health Sciences, and a Juris Doctorate from the University of Maryland School of Law. Dr. Schwartz’s qualifications to serve on our board of directors include her extensive leadership experience in healthcare and her background in medicine, biomedical engineering and law. There are no family relationships between or among any of our directors or executive officers.
Compensation Committee
| • | the amount of bonuses to be paid, if any; and |
Compensation Committee
| • | whether or not stock option, RSU and/or other equity awards should be made. |
Compensation Committee
These recommendations are reviewed and taken into account by the compensation committee, together with the compensation committee’s evaluation of the Chief Executive Officer’s performance and contributions. The compensation committee then approves the compensation of our Section 16(b) officers, and makes a recommendation on the compensation of our Chief Executive Officer and Chairperson of the board of directors to the full board of directors, which then approves the compensation of our Chief Executive Officer. Mr. DeVivo, our Chief Executive Officer and Chairperson of the board of directors, is not present when the compensation committee or the board of directors discusses and makes decisions about his compensation. The compensation committee grants RSUs and/or other equity awards to our Section 16(b) officers. In 2025, the compensation committee engaged Pay Governance as a compensation consultant to evaluate executive compensation, discuss general compensation trends, provide competitive market practice data, and assist in the design and implementation of certain elements of the executive compensation program. Pay Governance has served as our compensation committee’s sole independent compensation consultant since 2024. Pay Governance reports directly to the compensation committee, and the compensation committee has the sole authority to hire, fire and direct the work of Pay Governance. As part of its engagement, Pay Governance is regularly requested by the
Compensation Committee
compensation committee to update our comparative peer group and perform an analysis of executive compensation as relates to base salary, target annual cash incentives and long-term equity incentives. Pay Governance provides recommendations for public company executive compensation, based on its review of proxy statement data, survey data, current industry trends, existing employment arrangements, appropriate dilution and overhang and other factors specifically related to us, increases to the level of base salary of certain executive officers, setting target bonus opportunities for the annual performance-based cash incentive plan, and equity awards to certain executive officers. Our compensation committee and, with respect to our Chief Executive Officer, our board of directors, considered these recommendations, along with the Company’s and the individual’s overall performance and the unique circumstances associated with any individual executive, in determining these compensation changes, which were made to ensure better alignment with market data and in consideration of internal pay equity. Although our board of directors and compensation committee consider the advice and recommendations of Pay Governance or any other independent compensation consultant that our compensation committee may engage as to our executive or director compensation, our board of directors and compensation committee ultimately make their own decisions about these matters. Pay Governance did not provide any services to us or our compensation committee other than as described above in connection with our executive and director compensation for 2025, although we may engage Pay Governance or another consultant to provide services for us in connection with executive and director compensation in the future. The compensation committee assessed the independence of Pay Governance pursuant to SEC rules and concluded that the work of Pay Governance for the compensation committee does not raise any conflict of interest. Our board of directors has adopted a written charter for the compensation committee, which is available on the Company’s website at www.butterflynetwork.com under About Us - Investors - Governance - Corporate Governance.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION Our compensation committee is primarily responsible for establishing and reviewing our general compensation strategy. For additional information regarding our compensation committee, see the section above captioned “Compensation Committee.”
2025 Summary Compensation Table
2025 Summary Compensation Table The following table shows the total compensation awarded to, earned by, or paid to, during the fiscal years ended December 31, 2025 and 2024 for each of our NEOs.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Joseph DeVivo, President and Chief Executive Officer | 2025 | 900,300 | — | 4,291,604 | 1,183,000 | 7,910(3) | 6,382,814 | | | 2024 | 875,000 | — | 3,242,648 | 1,367,000 | 7,641(4) | 5,492,289 | | John Doherty(5) Chief Financial Officer | 2025 | 20,385 | 750,000(6) | 3,995,393 | — | 35(7) | 4,765,813 | | Steven Cashman(8) Chief Business Officer | 2025 | 529,866 | — | 1,587,562 | 405,000 | 910(7) | 2,523,338 | | | 2024 | 159,519 | 150,000(9) | 2,216,667 | 161,000 | 280(7) | 2,687,466 | | Heather Getz Former Chief Financial & Operations Officer(10) | 2025 | 537,492(11) | — | 2,060,544 | — | 438,095(12) | 3,036,131 | | | 2024 | 600,000 | — | 1,482,352 | 551,000 | 7,810(13) | 2,641,162 |
2025 Summary Compensation Table
| (1) The amounts in this column reflect the aggregate grant date fair value of stock awards granted during 2025 and 2024, respectively, computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“Topic 718”). Such grant date fair values do not take into account any estimated forfeitures. Details as to the assumptions used to calculate the fair value of the stock awards are included in Note 11 “Stock-Based Compensation” to our consolidated audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The grant date fair value of each time-based RSU award is measured based on the closing price of our Class A common stock on the grant date. For performance-based RSU awards granted on December 8, 2025 and September 3, 2024 to Mr. Doherty and Mr. Cashman, respectively, the vesting conditions relating to each such awards are considered market conditions and not financial performance conditions. Accordingly, there is no grant date fair value below or in excess of the amounts reflected in the table above for Mr. Doherty and Mr. Cashman that could be calculated and disclosed based on achievement of the underlying market condition. The grant date fair value of such performance-based awards with a market condition granted to Mr. Doherty and Mr. Cashman, measured utilizing a Monte Carlo simulation as of the date of grant, was $1,284,798 and $1,026,667, respectively. The amounts reported in this column do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs. |
2025 Summary Compensation Table
| (2) Reflects amounts that were earned under our annual bonus plans for 2025 and 2024 and that were determined and paid in 2026 and 2025, respectively. |
2025 Summary Compensation Table
| (3) Amounts reported in this column represent (i) $910 of cell phone reimbursements and (ii) $7,000 of 401(k) plan employer match contributions |
2025 Summary Compensation Table
| (4) Amounts reported in this column represent (i) $910 of cell phone reimbursements and (ii) $6,731 of 401(k) plan employer match contributions. |
2025 Summary Compensation Table
| (5) Mr. Doherty commenced employment with us on December 8, 2025. |
2025 Summary Compensation Table
| (6) Reflects (i) a $500,000 sign-on bonus paid to Mr. Doherty when he commenced employment with us and (ii) a $250,000 bonus for services performed in 2025, paid in 2026, in each case pursuant to the terms of Mr. Doherty’s offer letter with the Company. |
2025 Summary Compensation Table
| (7) Amount reported consists of cell phone reimbursements. |
2025 Summary Compensation Table
| (8) Mr. Cashman commenced employment with us on September 3, 2024. |
2025 Summary Compensation Table
| (9) Reflects a $150,000 sign-on bonus paid to Mr. Cashman when he commenced employment with us. |
2025 Summary Compensation Table
| (10) Ms. Getz resigned from her role as Chief Financial & Operations Officer on August 1, 2025 and departed on August 15, 2025. Ms. Getz continued to provide advisory services to the Company through the end of the year pursuant to an advisory agreement entered into on July 29, 2025. |
2025 Summary Compensation Table
| (11) Reflects (i) $403,592 of salary paid during Ms. Getz’s employment as Chief Financial & Operations Officer and (ii) $133,900 of consulting fees paid to Ms. Getz after her departure pursuant to the terms of her advisory agreement. |
2025 Summary Compensation Table
| (12) Amounts reported in this column represent (i) $595 of cell phone reimbursements, (ii) $7,000 of 401(k) plan employer match contributions, and (iii) $430,500 of severance that Ms. Getz became entitled to pursuant to her separation agreement in August 2025 and which was paid in 2026. |
2025 Summary Compensation Table
| (13) Amounts reported in this column represent (i) $910 of cell phone reimbursements and (ii) $6,900 of 401(k) plan employer match contributions. |
2025 Summary Compensation Table
| 2026 Proxy Statement | 24 |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2025, including both awards subject to performance conditions and non-performance-based awards, held by each of the NEOs.
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | 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) | | Joseph DeVivo, President and Chief Executive Officer | 4/24/2023(3) | — | — | — | — | — | — | 1,066,667 | 4,053,335 | | | 3/6/2024(4) | — | — | — | — | 1,286,764 | 4,889,703 | — | — | | | 3/6/2024(5) | — | — | — | — | 482,537 | 1,833,641 | — | — | | | 3/1/2025(6) | — | — | — | — | 1,185,526 | 4,504,999 | — | — | | John Doherty Chief Financial Officer | 12/8/2025(7) | — | — | — | — | 863,247 | 3,280,339 | — | — | | | 12/8/2025(3) | — | — | — | — | — | — | 431,623 | 1,640,167 | | Steve Cashman Chief Business Officer | 9/3/2024(8) | — | — | — | — | 666,666 | 2,533,331 | — | — | | | 9/3/2024(9) | — | — | — | — | — | — | 333,334 | 1,266,669 | | | 3/1/2025(6) | — | — | — | — | 438,553 | 1,666,501 | — | — | | Heather Getz, Chief Financial & Operations Officer | 5/2/2022(10) | 282,111 | 32,804 | 3.58 | 5/1/2032 | — | — | — | — | | | 5/2/2022(11)(12) | — | — | — | — | 157,123 | 597,067 | — | — | | | 3/1/2023(13) | — | — | — | — | 200,000 | 760,000 | — | — | | | 7/13/2023(3)(12) | — | — | — | — | — | — | 133,334 | 506,669 | | | 3/6/2024(4)(12) | — | — | — | — | 588,235 | 2,235,293 | — | — | | | 3/6/2024(5) | — | — | — | — | 220,588 | 838,234 | — | — | | | 3/1/2025(6)(12) | — | — | — | — | 569,211 | 2,163,002 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) All option awards generally have a ten-year term from the grant date. Pursuant to our current equity plan and the outstanding option awards, upon termination of service to the Company, unexercised options expire 3 months after the employee’s service termination date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) The market value of the stock awards is based on the closing price of our Class A common stock of $3.80 per share on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) This RSU award vests based on market conditions and a service condition. 33% of the shares underlying these RSUs vested upon the achievement of a price for the Class A common stock equal to or exceeding $3.00 per share, 33% shall vest upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $4.50 per share, and 33% shall vest upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $6.00 per share. In each case, the closing stock price for 20 consecutive trading days must equal or exceed the share price targets, and provided such share price is achieved prior to the fifth anniversary following the grant date. The executive officer must continue to have a service relationship with the Company on the applicable vesting dates to vest in any portion of their RSU award. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) The shares underlying this RSU vested as to 33% of the award on March 1, 2025, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to the executive’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 2026 Proxy Statement | 29 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) The shares underlying this RSU vested as to 50% of the award on March 1, 2025, with the remainder of the award vesting on March 1, 2026, subject to the executive’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) The shares underlying this RSU vested as to 33% of the award on March 1, 2026, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to the executive’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) The shares underlying this RSU shall vest as to 33% of the award on December 8, 2026, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to Mr. Doherty’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) The shares underlying this RSU vested as to 33% of the award on September 3, 2025, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to Mr. Cashman’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (9) This RSU award vests based on market conditions and a service condition. 33% of the shares underlying these RSUs vested upon the achievement of a price for the Class A common stock equal to or exceeding $2.00 per share, 33% vested upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $3.00 per share, and 33% shall vest upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $4.00 per share. In each case, the closing stock price for 20 consecutive trading days must equal or exceed the share price targets, and provided such share price is achieved prior to the fifth anniversary following the grant date. Mr. Cashman must continue to have a service relationship with the Company on the applicable vesting dates to vest in any portion of his RSU award. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (10) The shares underlying this option vested as to 25% of the award on May 2, 2023, with the remainder of the award vesting in 36 equal monthly installments thereafter, subject to Ms. Getz’s continued service through the applicable vesting dates. Pursuant to the terms of the Getz Advisory Agreement, Ms. Getz’s service to the Company was terminated on March 15, 2026, following which the unvested portion of this option was forfeited. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (11) The shares underlying this RSU vested as to 25% of the award on May 2, 2023, with the remainder of the award vesting in 3 equal annual installments thereafter, subject to Ms. Getz’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (12) Pursuant to the terms of the Getz Advisory Agreement, Ms. Getz’s service to the Company was terminated on March 15, 2026, following which the unvested portion of this RSU was forfeited. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (13) The shares underlying this RSU vested as to 33% of the award on March 1, 2024, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to Ms. Getz’s continued service through the applicable vesting dates. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plans.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance measures. The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table, the compensation actually paid (“CAP”) to our first PEO (Joseph DeVivo, Chief Executive Officer from April 24, 2023 to the present, “PEO1”), our second PEO (Jonathan Rothberg, Interim Chief Executive Officer from December 31, 2022 to April 24, 2023, “PEO2”) and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our total shareholder return (“TSR”) and our net income.
Pay Versus Performance
| Fiscal Year (a)(1) | SCT Total For PEO1 (b)(2) | CAP For PEO1 (c)(3) | SCT Total For PEO2 (b)(2) | CAP For PEO2 (c)(3) | Average SCT Total for non PEO NEOs (d)(4) | Average CAP For non-PEO NEOs (e)(3) | Value of Initial Fixed $100 Investment Based on TSR (f)(5) | Net Income ($M) (h)(6) | | 2025 | $6,382,814 | $8,394,294 | — | — | $3,441,761 | $4,196,741 | $154.47 | ($77.1) | | 2024 | $5,492,289 | $16,274,997 | — | — | $2,664,314 | $7,129,198 | $126.83 | ($72.5) | | 2023 | $10,808,618 | $6,531,285 | $217,351 | $127,089 | $2,779,468 | $1,254,662 | $43.90 | ($133.7) |
Pay Versus Performance
| (1) For 2025, Mr. DeVivo served as our only PEO, and each of Mr. Cashman, Mr. Doherty and Ms. Getz served as our non-PEO NEOs. For 2024, Mr. DeVivo served as our only PEO, and Ms. Getz and Mr. Cashman served as our non-PEO NEOs. For 2023, Mr. DeVivo and Dr. Rothberg each served as our PEO during part of the year, and Ms. Getz and Mr. Stoica served as our non-PEO NEOs. |
Pay Versus Performance
| (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEOs for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (3) The dollar amounts reported in columns (c) and (e) represent the amount of CAP as computed in accordance with SEC rules. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments: |
Pay Versus Performance
| Fiscal Year | Executives | SCT (a) | Grant Date Value of New Awards (b) | Year End Value of New Awards (i) | Change in Value of Prior Awards (ii) | Change in Value of Prior Awards Vested (iii) | Value of New Awards Vested (iv) | Changes in Value of Canceled Awards (v) | TOTAL Equity CAP (c)=(i)+(ii) +(iii)+ (iv)+(v) | CAP (d)=(a)- (b)+(c) | | 2025 | PEO1 | $6,382,814 | ($4,291,604) | $4,504,999 | $1,747,125 | $50,960 | — | — | $6,303,084 | $8,394,294 | | | Non-PEO NEO’s | $3,441,761 | ($2,547,833) | $2,896,527 | $519,958 | ($113,672) | — | — | $3,302,813 | $4,196,741 | | 2024 | PEO1 | $5,492,289 | ($3,242,648) | $9,033,090 | $3,861,334 | $1,130,932 | — | — | $14,025,356 | $16,274,997 | | | Non-PEO NEOs | $2,664,314 | ($1,849,510) | $4,121,373 | $952,100 | $105,922 | $1,134,999 | — | $6,314,393 | $7,129,198 | | 2023 | PEO1 | $10,808,618 | ($9,117,333) | $2,912,000 | — | — | $1,928,000 | — | $4,840,000 | $6,531,285 | | | PEO2 | $217,351 | ($149,999) | $71,052 | ($6,054) | ($5,262) | — | — | $59,737 | $127,089 | | | Non-PEO NEOs | $2,779,468 | ($1,968,000) | $797,917 | ($523,556) | ($104,291) | $273,125 | — | $443,194 | $1,254,662 |
Pay Versus Performance
| (a) The dollar amounts reported in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (c) The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: |
Pay Versus Performance
| (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 applicable year. |
Pay Versus Performance
| (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. |
Pay Versus Performance
| (iii) | For awards granted in prior years that vest in the applicable year, the change in the fair value as of the vesting date from the end of the prior fiscal year. |
Pay Versus Performance
| (iv) For awards granted in the applicable year that vest in the applicable year, the fair value as of the vesting date. |
Pay Versus Performance
| (v) For awards that fail to meet the applicable vesting conditions in the applicable year, the fair value of awards at the end of the prior fiscal year. |
Pay Versus Performance
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant.
Pay Versus Performance
| (4) The dollar amounts reported in column (d) are the average amounts of total compensation reported for the other Non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| 2026 Proxy Statement | 33 |
Pay Versus Performance
| (5) TSR determined in column (f) is based on the value of an initial fixed investment of $100 in our Class A common stock on December 31, 2022. |
Pay Versus Performance
| (6) The amounts in this column reflect net income as reported in the Company’s Consolidated Statements of Operations and Comprehensive Loss in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Director Compensation
Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2025 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our board of directors. For information regarding Mr. DeVivo’s 2025 compensation, see the “Summary Compensation Table” above.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option(2) ($) | All Other Compensation ($) | Total ($) | | Dawn Carfora | 75,000 | 184,998 | — | — | 259,998 | | Elazer Edelman, M.D., Ph.D. | 70,000 | 184,998 | — | — | 254,998 | | S. Louise Phanstiel | 77,500 | 184,998 | — | — | 262,498 | | Larry Robbins | 100,107(3) | 184,998 | — | — | 285,105 | | Jonathan M. Rothberg, Ph.D. | 57,500 | 184,998 | — | — | 242,498 | | Erica Schwartz, M.D., J.D., M.P.H. | 67,500 | 184,998 | — | — | 252,498 |
Director Compensation
| (1) These amounts represent the aggregate grant date fair value of stock awards granted to each director in 2025 computed in accordance with Topic 718. Such grant date fair values do not take into account any estimated forfeitures. Details as to the assumptions used to calculate the fair value of the stock awards are included in Note 11 “Stock-Based Compensation” to our consolidated audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the directors. |
Director Compensation
| (2) The following table shows outstanding and unexercised options and unvested RSUs for each non-employee director as of December 31, 2025. All of the outstanding and unexercised options shown below are fully vested. |
Director Compensation
| Name | Total Options Outstanding | Unvested RSUs | | Dawn Carfora | 21,645 | 80,434 | | Elazer Edelman, M.D., Ph.D. | 21,645 | 80,434 | | S. Louise Phanstiel | 21,645 | 80,434 | | Larry Robbins | 21,645 | 80,434 | | Jonathan M. Rothberg, Ph.D. | 21,645 | 80,434 | | Erica Schwartz, M.D., J.D., M.P.H. | — | 80,434 |
Director Compensation
| (3) Mr. Robbins’ fees are partially prorated as a result of the implementation of the lead independent director annual retainer in April 2025. |
Director Compensation
The following table shows the grant date fair value calculated in accordance with Topic 718 for equity awards granted to each non-employee director during the fiscal year ended December 31, 2025.
Director Compensation
| Name | RSUs Granted (#) | Options Granted (#) | Grant Date | Grant Date Fair Value ($) | | Dawn Carfora | 80,434 | — | 6/13/2025 | 184,998 | | Elazer Edelman, M.D., Ph.D. | 80,434 | — | 6/13/2025 | 184,998 | | S. Louise Phanstiel | 80,434 | — | 6/13/2025 | 184,998 | | Larry Robbins | 80,434 | — | 6/13/2025 | 184,998 | | Jonathan M. Rothberg, Ph.D. | 80,434 | — | 6/13/2025 | 184,998 | | Erica Schwartz, M.D., J.D., M.P.H. | 80,434 | — | 6/13/2025 | 184,998 |
Director Compensation
| 2026 Proxy Statement | 35 |
Director Compensation Policy
Director Compensation Policy Pursuant to our non-employee director compensation policy, the annual retainer for non-employee directors is $50,000. Annual retainers for committee membership and other roles are as follows:
Director Compensation Policy
| Position | Retainer | | Audit committee chairperson | $20,000 | | Audit committee member | $10,000 | | Compensation committee chairperson | $15,000 | | Compensation committee member | $7,500 | | Nominating and corporate governance committee chairperson | $10,000 | | Nominating and corporate governance committee member | $5,000 | | Technology committee chairperson | $15,000 | | Technology committee member | $7,500 | | Lead independent director(1) | $40,000 |
Director Compensation Policy
| (1) Effective April 2025. |
Director Compensation Policy
These fees are payable in arrears in quarterly installments as soon as practicable following the last business day of each fiscal quarter, provided that, following the director’s first election or appointment to the board of directors, such director’s cash compensation will be prorated during the first fiscal quarter in which he or she was initially appointed or elected for the number of days during which he or she provides service. If a director dies, resigns or is removed during any quarter, he or she will be entitled to a cash payment prorated through his or her last day of service. Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection with attending meetings of the board of directors and any committee of the board on which they serve and in connection with other business related to the board of directors. Directors may also be reimbursed for reasonable out-of-pocket business expenses in accordance with our travel and other expense policies, as may be in effect from time to time. In addition, we grant to new non-employee directors upon their initial election to our board of directors a number of RSUs, (each RSU relating to one share of our Class A common stock), having an aggregate fair market value equal to $300,000, determined by dividing (A) $300,000 by (B) the closing price of our Class A common stock on the NYSE on the date of the grant (rounded down to the nearest whole share), on the first business day after the date that the non-employee director is first appointed or elected to the board of directors. Each of these grants shall vest in equal annual installments over three years from the date of the grant, subject to the non-employee director’s continued service as a director on the applicable vesting dates. Further, in connection with each of our annual meetings of stockholders, each non-employee director automatically receives an option to purchase shares of our Class A common stock or RSUs having an aggregate grant date fair value of $185,000 (increased from $150,000 effective April 2025), valued according to Topic 718 (rounded down to the nearest whole share), each year on the first business day after our annual meeting of stockholders (or the first business day of the third fiscal quarter of such year if there has been no annual meeting of stockholders held by such date). Options have a term of 10 years from the grant date of the award. The award vests at the end of the period beginning on the date of each regular annual meeting of stockholders (or the first business day of the third fiscal quarter, as applicable) and ending on the date of the next regular annual meeting of stockholders, subject to the non-employee director’s continued service as a director through the applicable vesting dates.
Director Compensation Policy
| 2026 Proxy Statement | 36 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors On April 7, 2026, our board of directors nominated Joseph DeVivo, Jonathan M. Rothberg, Ph.D., Larry Robbins, Elazer Edelman, M.D., Ph.D., Caroll H. Neubauer, S. Louise Phanstiel, and Erica Schwartz, M.D., J.D., M.P.H. for election at the annual meeting. If each such director nominee is elected, he or she will serve on our board of directors until the 2027 annual meeting of stockholders and until his or her respective successor has been elected and qualified or until his or her earlier death, resignation, disqualification or removal. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Joseph DeVivo, Jonathan M. Rothberg, Ph.D., Larry Robbins, Elazer Edelman, M.D., Ph.D., Caroll H. Neubauer, S. Louise Phanstiel, and Erica Schwartz, M.D., J.D., M.P.H. as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our board of directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.