DEF 14A of Maxcyte, Inc.
Filed Apr 29, 2026 · FY20250001140361-26-017844
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS MaxCyte’s Board is divided into three classes. Each class has a three-year term. The Board presently has nine members. There are three directors in Class II whose term of office expires in 2026. Each of the three nominees listed below is currently a director of the Company. Mr. Balthrop and Mr. Erck were previously elected by stockholders. Ms. Collins is standing for election by our stockholders for the first time and was first identified as a candidate for the Board by an executive officer. If elected at the Annual Meeting, each of these three nominees would serve until the 2029 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal. Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. The following is a brief biography of each nominee for director and each director whose term will continue after the Annual Meeting, including a discussion of the specific experience, qualifications, attributes, or skills of each nominee and continuing director that led the Nominating and Corporate Governance Committee of our Board (the “N&CG Committee”) to recommend that person as a nominee for director or that describes the reasons as to why the Company believes that the director should continue to serve on the Board. The N&CG Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct the Company’s business. To that end, the N&CG Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the N&CG Committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the N&CG Committee may also take into account gender, age and ethnic diversity.
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Patrick J. Balthrop, age 69
Patrick J. Balthrop, age 69 Patrick Balthrop has served on our Board since 2022. Mr. Balthrop has more than three decades of experience in the healthcare sector, particularly in diagnostics, life science tools and medical devices. From 2004 until his retirement in 2014, Mr. Balthrop was President, Chief Executive Officer and a director of Luminex Corporation, a publicly held life science tools and molecular diagnostics company. From 2002 to 2004, he served as president of Fisher Healthcare, now a division of Thermo Fisher Scientific, Inc. He previously served for more than 20 years in roles of increasing responsibility with Abbott Laboratories, including as head of Abbott Vascular and Corporate VP of Worldwide Operations for Abbott Diagnostics. He currently serves as chairman of the board of the privately held life sciences companies Agendia, Inc. and Discovery Life Sciences, as director of the privately held contract research and manufacturing company Ascential Technologies, and as director of the privately held life sciences company Pattern Biosciences. Within the past five years, he served as a director of the publicly held diagnostics company Oxford Immunotec Global PLC, including as its chairman from June 2019 until March 2021. He also served as a member of the board of directors of Personalis, Inc., a publicly held cancer genomics company, from 2015 until March 2021. In 2015, Mr. Balthrop founded and has since served as Principal of Apalachee Ventures, LLC (“Apalachee”), an investment and advisory firm. He also serves as executive adviser to Water Street Healthcare Partners, a healthcare-focused private equity firm, AEA Investors, a US private equity firm, and as a partner at Conquer AI, a UK-based agentic AI company. Mr. Balthrop holds a B.S. in Biology from Spring Hill College and an M.B.A. from the Kellogg School of Management at Northwestern University. Our Board believes Mr. Balthrop’s public company board experience and extensive knowledge and experience in the biotechnology industry qualify him to serve as a director.
Cynthia Collins, age 68
Cynthia Collins, age 68 Cynthia Collins has served on our Board since October 2024. Ms. Collins recently served as Executive Chair and interim CEO of Nutcracker Therapeutics, a contract research, development, and manufacturing organization with a next-generation RNA precision manufacturing platform from February 2025 until November 2025. Previously, she held the role of Chief Executive Officer at Editas Medicine, Inc., a clinical-stage gene editing company, from February 2019 to February 2021, Chief Executive Officer at Human Longevity, Inc., a precision medicine company, from January 2017 to December 2017, Chief Executive Officer/General Manager of General Electric Healthcare’s Cell Therapy and Lab Businesses and General Electric Healthcare’s Clarient Diagnostics from October 2013 to December 2016. She also previously served as Chief Executive Officer of GenVec, a vaccine and gene therapy company, and held various positions at Baxter Healthcare and Abbott Laboratories. Currently, Ms. Collins serves as a member of the board of directors of several healthcare companies, including Codexis, Inc., Alanis Therapeutics, Certara, and Draper Laboratories. Within the past five years, she served as a director of Panavance Therapeutics, Poseida Therapeutics, Inc., Nutcracker Therapeutics, DermTech, Editas Medicine, Inc., Biocare Medical and Triumvira Immunologics. She is also currently a board member of the Alliance for mRNA Medicines. Ms. Collins received a Bachelor of Science in microbiology from the University of Illinois Urbana-Champaign and an MBA from the University of Chicago Booth School of Business. Our Board believes Ms. Collins’ extensive and impressive leadership experience in the fields of cell therapy and genetic medicine qualify her to serve as a director.
Stanley C. Erck, age 78
Stanley C. Erck, age 78 Stanley Erck has served on our Board since 2005. Mr. Erck served as president and chief executive officer of Novavax, Inc., a biotechnology company that develops vaccines to counter serious infectious diseases, from 2011, and as a director of Novavax from 2009, until his retirement from these positions in January 2023. Mr. Erck previously served as executive chairman of Novavax from 2010 to 2011 and interim chief financial officer from 2017 to 2018. From 2000 to 2008, Mr. Erck served as president and chief executive officer of Iomai Corporation, a developer of vaccines and immune system therapies, which was acquired in 2008 by Intercell AG. He also previously held leadership positions at Procept, a publicly traded immunology company, Integrated Genetics, now Sanofi Genzyme and Baxter International. Mr. Erck received a B.S. in economics from the University of Illinois and an M.B.A. from the University of Chicago. During his tenure as chief executive officer of Novavax, Mr. Erck led the company from preclinical development through global commercialization with first year revenues of over $2 billion. Our Board believes Mr. Erck’s public company board experience and extensive knowledge and experience in the biotechnology industry qualify him to serve as a director. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Class III Directors Continuing in Office Until the 2027 Annual Meeting
Class III Directors Continuing in Office Until the 2027 Annual Meeting
Richard Douglas, PhD, age 73
Richard Douglas, PhD, age 73 Richard Douglas has served on our Board since 2018 and as our Non-Executive Chairman since October 2021. Dr. Douglas served as the senior vice president of corporate development of Genzyme Corporation where he worked from 1989 until 2011 when Genzyme was acquired by Sanofi. Prior to joining Genzyme, Dr. Douglas served in science and corporate development capacities at Integrated Genetics prior to its acquisition by Genzyme in 1989. Since 2011, Dr. Douglas has served as an adviser to RedSky Partners, a biotechnology-focused advisory firm, and also as executive director of Labyrinth Choir, Inc. He is chairman of the board of directors of the publicly held company Aldeyra Therapeutics, Inc., which he joined in 2016, and has been a board member of Novavax, Inc. since 2010. He has a B.S. in chemistry from the University of Michigan, where he now serves on the Innovation Partnerships National Advisory Board, and a Ph.D. in biochemistry from the University of California, Berkeley. Our Board believes that Dr. Douglas’s significant business experience and scientific background qualify him to serve as a director.
Will Brooke, age 70
Will Brooke, age 70 Will Brooke has served on our Board since 2004. Mr. Brooke retired from Harbert Management Corporation (“HMC”), a U.S. investment management company, in December 2021, having served in various capacities since co-founding HMC in 1993. He most recently served as Executive Vice President and Limited Partner prior to his retirement from HMC and also served as Managing Partner of HMC’s venture capital funds family from 2003 to 2014. Mr. Brooke has been advising and investing in early-stage and growth companies for more than 30 years, and previously served on the boards of numerous pharmaceutical and medical equipment companies such as nContact, Inc., NovaMin Technology, Inc. and Emageon Corporation. Since December 2018 he has also served as a board member of KPX, LLC, an environmental, social and governance advisory firm serving the investment and advisory sectors. Prior to joining HMC, Mr. Brooke practiced law for a decade. Mr. Brooke received a B.S. in Business Management and a J.D. from the University of Alabama. Our Board believes Mr. Brooke’s extensive business experience and deep financial knowledge qualify him to serve as a director.
John Johnston, age 67
John Johnston, age 67 John Johnston has served on our Board since 2016. From 2011 until his retirement from his financial career in 2013, Mr. Johnston served as managing director of institutional sales at Nomura Code Securities Ltd, a brokerage company, and from 2008 to 2011, he was director of sales and trading at the investment bank Seymour Pierce. In 2003, Mr. Johnston founded Revera Asset Management, where he oversaw an investment trust, a unit trust and a hedge fund, which he ran until 2007. Mr. Johnston began his investment career at the Royal Bank of Scotland and previously held positions at investment firms Legg Mason Investors and Murray Johnstone. Within the past five years, Mr. Johnston served as a non-executive director of the publicly held company Midatech Pharma plc (now Biodexa Pharmaceuticals plc). Mr. Johnston received his B.A. in commerce from Abertay University and his M.B.A. from the University of Dundee. Our Board believes Mr. Johnston’s executive leadership and operational experience qualify him to serve as a director.
Class III Directors Continuing in Office Until the 2028 Annual Meeting
Class III Directors Continuing in Office Until the 2028 Annual Meeting
Maher Masoud, age 51
Maher Masoud, age 51 Maher Masoud was named President and Chief Executive Officer of MaxCyte in January 2024. He brings more than 25 years of experience in the biopharmaceutical industry, most recently through his service as Executive Vice President, Head of Global Business Development and Chief Counsel at MaxCyte from January 2020 to January 2024. He also served as MaxCyte’s Vice President of Legal from 2017 to January 2020 and as our Corporate Secretary from July 2021 to December 2023. Mr. Masoud started his biopharmaceutical career as a research associate at Glen Research, a Maravai company, before joining Human Genome Sciences as a director and Corporate Counsel, overseeing legal activities for the company’s global clinical trials, until its acquisition by GlaxoSmithKline in August 2012. Prior to joining MaxCyte, he oversaw the operations of six business subsidiaries at Wellstat, a life science holding company. During his tenure at Human Genome Sciences and Wellstat, Mr. Masoud supported the launch of three therapies approved by the U.S. Food and Drug Administration, Benlysta®, Vistogard® and Xuriden®. Mr. Masoud earned his Juris Doctor degree from Michigan State University College of Law after completing his Bachelor of Science degree in cell and molecular biology and genetics at the University of Maryland. Our Board believes that Mr. Masoud’s extensive experience in the life sciences industry and perspective as our President and Chief Executive Officer qualifies him to serve as a director.
Yasir Al-Wakeel, BM BCh, age 44
Yasir Al-Wakeel, BM BCh, age 44 Yasir Al-Wakeel has served on our Board since 2021. Dr. Al-Wakeel has served as the CEO of Vesalius Therapeutics and CEO Partner at Flagship Pioneering, since September 2025. Dr. Al-Wakeel previously served as Chief Executive Officer of Addition Therapeutics, a developer of RNA-only therapeutics, from September 2023 to September 2024. Dr. Al-Wakeel previously served as Chief Financial Officer and Head of Corporate Development of Kronos Bio, Inc., a clinical-stage biopharmaceutical company developing therapeutics that target the dysregulated transcription that causes cancer, from August 2020 to September 2023. Dr. Al-Wakeel previously served as the Chief Financial Officer of Neon Therapeutics, Inc., a biotechnology company developing novel neoantigen-based T-cell therapies, from 2017 to May 2020. Previously, Dr. Al-Wakeel served as the Chief Financial Officer and Head of Corporate Development at Merrimack Pharmaceuticals, Inc. from 2015 until 2017. Dr. Al-Wakeel previously served in various capacities at Credit Suisse, an investment banking firm, from 2008 to 2015. While at Credit Suisse, Dr. Al-Wakeel was Director of Healthcare Investment Banking, focused on biotechnology, and, prior to joining Credit Suisse, Dr. Al-Wakeel was a practicing physician, holding both clinical and academic medical posts. Dr. Al-Wakeel currently serves as a director of the publicly held company Vicore Pharma AB as well as a director of the privately held company Vesalius Therapeutics. Dr. Al-Wakeel received his BM BCh (Doctor of Medicine and Surgery) from Oxford University and his M.A. in theology from Cambridge University. Our Board believes that Dr. Al-Wakeel’s significant scientific and finance background qualifies him to serve as a director.
Rekha Hemrajani, age 56
Rekha Hemrajani, age 56 Rekha Hemrajani has served as a member of our Board since 2021. Ms. Hemrajani has served as a member of the board of directors of several public companies such as ALX Oncology Holdings Inc. since April 2020, BioAge Labs since August of 2021 and LB Pharma since September of 2025. Ms. Hemrajani served as Chief Executive Officer and Director of Jiya Acquisition Corporation from August 2020 to November 2022. She previously served as President, Chief Executive Officer & Director of Aravive, Inc., a clinical-stage biotechnology company, from January 2020 to April 2020. From March 2019 to September 2019, Ms. Hemrajani served as the Chief Operating Officer and Chief Financial Officer of Arcus Biosciences, a biotechnology company. From March 2016 to March 2019, she served as Chief Operating Officer of RAPT Therapeutics, Inc., a biotechnology company (later acquired by Glaxo SmithKline). From February 2015 to March 2016, Ms. Hemrajani served as Chief Financial Officer at Sagimet Biosciences, Inc., a biotechnology company. She previously served as a director of Adverum Biotechnologies, Inc., Aravive, Inc. and Jiya Acquisition Corp., Vice President, Head of Licensing and M&A at Onyx Pharmaceuticals (acquired by Amgen), in business development roles at Exelixis, Inc. and in healthcare investment banking at Credit Suisse First Boston and Lehman Brothers where she advised companies on capital raising, and mergers and acquisitions. Ms. Hemrajani holds a B.S. in Economics and Computer Science from the University of Michigan and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. Our Board believes Ms. Hemrajani is qualified to serve as a director due to her executive and financial experience at multiple companies in the biopharmaceutical and biotechnology industries.
Board Diversity
Board Diversity The Board Diversity Matrix below provides certain self-identified personal demographic characteristics of our directors.
Board Diversity Matrix
Board Diversity Matrix
Board Diversity Matrix
| Total Number of Directors: | 9 | | | | Female | Male | | Gender Identity | | | | Totals | 2 | 7 | | Demographic Background | | | | Asian . | 1 | — | | Middle Eastern | — | 2 | | White | 1 | 5 |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
2025 Summary Compensation Table
2025 Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our NEOs for the fiscal years ended December 31, 2025 and 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total $ | | Maher Masoud President and Chief Executive Officer | 2025 | 590,000 | 1,143,275 | 625,300 | 313,290 | 15,792 | 2,687,657 | | | 2024 | 590,000 | 1,724,000 | 897,294 | 389,400 | 10,604 | 3,611,298 | | Douglas Swirsky, Former Chief Financial Officer | 2025 | 491,000 | 246,750 | 269,914 | 201,893 | 15,500 | 1,225,057 | | | 2024 | 460,000 | 484,875 | 501,142 | 224,078 | 16,479 | 1,686,574 | | Ali Soleymannezhad Former Chief Commercial Officer | 2025 | 281,750 | 227,832 | 249,220 | — | 376,367 | 1,135,169 | | | 2024 | 435,833 | 177,536 | 184,097 | 213,286 | 11,081 | 1,021,833 |
2025 Summary Compensation Table
| (1) Amounts reported represent the aggregate grant date fair value of the time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and stock options granted to our NEOs during the indicated year, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”). The fair value of the RSU and PSU awards is based on the closing stock price as of the date of grant and, in the case of the PSU awards, is calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. Assuming the highest level of performance is achieved for the PSUs, the maximum grant date fair value for the PSU awards granted to the NEOs in 2025 would be as follows: $1,429,094, $154,219; and $142,395 for Mr. Masoud, Mr. Swirsky, and Mr. Soleymannezhad, respectively for 2025. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Notes 2 and 4 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by the NEOs upon the exercise of the options or the sale of the underlying shares. |
2025 Summary Compensation Table
| (2) Represents amounts paid pursuant to our annual incentive compensation program, described below. |
2025 Summary Compensation Table
| (3) Consists of matching contributions under our 401(k) plan paid by us during 2025 and 2024. For 2025, the amount specified under the “All Other Compensation” includes payments upon termination of $370,367 pursuant to Mr. Soleymannezhad’s separation agreement. |
2025 Outstanding Equity Awards at Fiscal Year End
2025 Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding stock options, RSUs and PSUs held by our NEOs as of December 31, 2025. As of December 31, 2025, Mr. Soleymannezhad did not hold outstanding equity awards and has been excluded from the table below.
2025 Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | Stock Awards | | | Equity | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | | Maher Masoud | 35,000 | — | 2.93 | 7/18/2028 | — | — | — | — | | | 46,100 | — | 2.14 | 3/4/2029 | — | — | — | — | | | 46,100 | — | 1.64 | 1/20/2030 | — | — | — | — | | | 75,000 | — | 1.87 | 2/25/2030 | — | — | — | — | | | 100,000 | — | 12.55 | 2/16/2031 | — | — | — | — | | | 10,000 | — | 16.63 | 8/9/2031 | — | — | — | — | | | 95,833 | 4,167(1) | 6.32 | 2/25/2032 | — | — | — | — | | | 133,125 | 8,875(2) | 7.12 | 3/25/2032 | — | — | — | — | | | 82,500 | 37,500(3) | 4.19 | 3/20/2033 | — | — | — | — | | | 191,667 | 208,333(4) | 4.42 | 1/02/2034 | — | — | — | — | | | — | 347,500(5) | 3.29 | 3/13/2035 | — | — | — | — | | | — | — | — | — | — | — | 400,000(9) | 620,000(9) | | | — | — | — | — | | | 347,500(10) | 538,625(10) | | Douglas Swirsky | 240,625 | 109,375(6) | 4.11 | 3/27/2033 | — | — | — | — | | | 98,437 | 126,563(7) | 4.31 | 3/14/2034 | — | — | — | — | | | — | 150,000(5) | 3.29 | 3/13/2035 | — | — | | — | | | — | — | — | — | 60,937(8) | 94,452(8) | — | — | | | — | — | — | — | — | — | 31,250(9) | 48,438(9) | | | | | | | 37,500(11) | 58,125(11) | — | — | | | | | | | — | — | 37,500(10) | 58,125(10) |
2025 Outstanding Equity Awards at Fiscal Year End
| (1) Represents an option to purchase shares of our common stock granted on February 25, 2022. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. |
2025 Outstanding Equity Awards at Fiscal Year End
| (2) Represents an option to purchase shares of our common stock granted on March 25, 2022. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. |
2025 Outstanding Equity Awards at Fiscal Year End
| (3) Represents an option to purchase shares of our common stock granted on March 20, 2023. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. |
2025 Outstanding Equity Awards at Fiscal Year End
| (4) Represents an option to purchase shares of our common stock granted on January 3, 2024. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. |
2025 Outstanding Equity Awards at Fiscal Year End
| (5) Represents an option to purchase shares of our common stock granted on March 14, 2025. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. |
2025 Outstanding Equity Awards at Fiscal Year End
| (6) Represents an option to purchase shares of our common stock granted on March 27, 2023. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. |
2025 Outstanding Equity Awards at Fiscal Year End
| (7) Represents an option to purchase shares of our common stock granted on March 15, 2024. The shares underlying this option vest as follows: 1/4th of the shares vested one calendar year following the grant date and the remainder vests monthly in 36 monthly installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. |
2025 Outstanding Equity Awards at Fiscal Year End
| (8) Represents time-based RSUs granted on March 15, 2024. Each RSU represents a contingent right to receive one share of our common stock. Twenty-five percent (25%) vested on March 15, 2025 and the remainder shall vest in three (3) equal annual installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. The market value for these awards is based on the closing stock price as of December 31, 2025 of $1.55 per share. |
2025 Outstanding Equity Awards at Fiscal Year End
| (9) These PSUs vest upon the Company’s achievement of a specified revenue goal. Vesting may range from 75% to 125% of the target PSUs based on performance, with no vesting if the threshold revenue goal is not achieved, subject to the applicable holder’s continued service over the January 1, 2024 to December 31, 2026 performance period. The market value for these awards is based on the closing stock price as of December 31, 2025 of $1.55 per share. |
2025 Outstanding Equity Awards at Fiscal Year End
| (10) These PSUs vest upon the Company’s achievement of a specified revenue goal. Vesting may range from 75% to 125% of the target PSUs based on performance, with no vesting if the threshold revenue goal is not achieved, subject to the applicable holder’s continued service over the January 1, 2025 to December 31, 2027 performance period. The market value for these awards is based on the closing stock price as of December 31, 2025 of $1.55 per share. |
2025 Outstanding Equity Awards at Fiscal Year End
| (11) Represents time-based RSUs. Each RSU represents a contingent right to receive one share of our common stock. Twenty-five percent (25%) will vest on March 14, 2026 and the remainder shall vest in three (3) equal annual installments thereafter, subject to the applicable holder’s continued service to our company through the applicable vesting date. The market value for these awards is based on the closing stock price as of December 31, 2025 of $1.55 per share. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our practice is to enter into a severance agreement with each of the NEOs in connection with their employment with us, which sets forth the terms and conditions of his specified payments and benefits in connection with a termination of employment in certain circumstances. In each case, the officer must sign and not revoke a release of claims in our favor in order to receive these payments and benefits. Our goal in providing these severance and change in control payments and benefits is to offer sufficient cash continuity protection such that the NEOs will focus their full time and attention on the requirements of the business rather than the potential implications of a qualifying employment termination or change in control for their respective positions. We prefer to have certainty regarding the potential severance amounts payable to the NEOs, rather than negotiating severance at the time that an NEO’s employment terminates. We have also determined that accelerated vesting provisions with respect to outstanding equity awards in connection with a qualifying termination of employment in certain circumstances are appropriate because they encourage our NEOs to stay focused on the business in those circumstances, rather than focusing on the potential implications of the termination of employment for them personally. Maher Masoud We and Mr. Masoud entered into a severance agreement dated January 11, 2021, setting forth the terms of his severance eligibility. In connection with Mr. Masoud’s appointment as our President and Chief Executive Officer effective as of January 1, 2024, the Board approved, at the recommendation of the Compensation Committee, and on December 11, 2023, we and Mr. Masoud entered into, a letter agreement that amended the terms of Mr. Masoud’s severance agreement. Under the terms of the amended severance agreement, if Mr. Masoud is terminated by us other than for “cause” or if he resigns for “good reason” (each such termination, a “Triggering Event”), and if such Triggering Event occurs on or within three months prior to, or 24 months following, a “change of control,” then Mr. Masoud will be eligible to receive a severance amount equal to (a) 18 months of his then current base salary plus (b) 1.5 times his then current “target bonus,” which is defined as greater of (i) the actual bonus amount earned under our annual bonus plan with respect to the calendar year prior to the calendar year in which the termination occurs, (ii) the actual bonus amount earned under our bonus plan for the calendar year in which the termination occurs, or (iii) the target bonus amount under the Company’s bonus plan for the calendar year in which the termination occurs. The foregoing target bonus amount will not be subject to proration, and the severance amount described in the preceding sentence will be paid in equal monthly installments over an 18-month period (the “CIC Severance Period”), subject to standard payroll deductions and withholdings. In the event of a Triggering Event that occurs more than three months prior to or more than 24 months following a change of control, then Mr. Masoud will be eligible to receive a severance amount equal to 12 months of his then current base salary, payable in equal monthly installments over a 12-month period (the “Non-CIC Severance Period”), subject to standard payroll deductions and withholdings. In addition, upon a Triggering Event that occurs on or within 180 days prior to, or 24 months following, a change of control, all of the unvested shares subject to any stock options granted to Mr. Masoud that remain outstanding and would otherwise not be vested and exercisable as of the date of termination will be treated as vested and exercisable as of the date of termination. Upon the occurrence of a Triggering Event, if Mr. Masoud timely elects continued coverage under COBRA for himself and his covered dependents under our group health plans following the date of termination, then we will also pay the federal COBRA (or, if applicable, state continuation coverage) premiums to continue healthcare coverage for Mr. Masoud and his covered dependents for the CIC Severance Period or Non-CIC Severance Period, as applicable, or, if earlier, until the date when he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment or the date on which he ceases to be eligible for COBRA or state continuation coverage for any reason. Douglas Swirsky We and Mr. Swirsky entered into a severance agreement dated March 27, 2023, setting forth the terms of Mr. Swirsky’s severance eligibility. On November 12, 2025, the Company entered into an amendment to Mr. Swirsky’s severance agreement pursuant to which Mr. Swirsky will transition from his position as Chief Financial Officer of the Company, effective as of the earlier of May 31, 2026 and the appointment of a new Chief Financial Officer (the “Retention Date”). Mr. Swirsky will continue to be eligible for bonus payments for fiscal year 2025 and the applicable portion of 2026 in which he was employed by the Company. In addition, to support the retention of Mr. Swirsky through the Retention Date and in exchange for executing a separation and release agreement, he will be entitled to a one-time payment of $150,000, payable following the Retention Date. Following the Retention Date, Mr. Swirsky will provide the Company with consulting services for a period of eighteen consecutive months during which his equity awards will continue to vest in accordance with their terms based on his continued service and the Company will reimburse Mr. Swirsky for the cost of his COBRA benefits. Mr. Swirsky will be eligible to receive a monthly fee of $10,000 per month, payable in arrears, for services to the Company. Ali Soleymannezhad On August 11, 2025, Mr. Soleymannezhad’s employment with the Company was terminated without cause and, in accordance with his severance agreement entered into in July 2024 and subject to his execution and non-revocation of a release of claims, Mr. Soleymannezhad became entitled to (i) his base salary for a period of nine months following the date of his termination (the “Severance Period”), and (ii) COBRA premium coverage.
Director Compensation
Director Compensation We have historically provided our non-employee directors with an annual cash retainer as well as additional annual retainers for service as chair of the Board and service as chair or member of the Board’s committees. The fees for committee service are in addition to the annual cash retainer for Board service. Members of committees can receive either a chair or a member retainer for service on the committee, but not both.
Director Compensation
| Position | | Annual Cash Retainer ($) | | Board of Directors | Chair | 80,000 | | | Member | 40,000 | | Audit Committee | Chair | 20,000 | | | Member | 10,000 | | Compensation Committee | Chair | 15,000 | | | Member | 7,500 | | Nominating & Corporate Governance Committee | Chair | 10,000 | | | Member | 5,000 |
Director Compensation
In addition to annual cash retainers, in accordance with our equity grant policy, our non-employee directors are granted options to purchase shares of our common stock under our 2022 Plan in an amount determined by our Board annually. In June 2025, at the time of our 2025 Annual Meeting, each of our non-employee directors was granted an option to purchase 50,790 shares of our common stock and 29,210 RSUs. Our non-employee directors are also reimbursed upon request for out-of-pocket expenses incurred in connection with their attendance at Board meetings.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth information regarding the compensation earned for service on our Board in 2025 by our non-employee directors. Maher Masoud, our President and Chief Executive Officer, was also a member of our Board in 2025 but did not receive any additional compensation for service as a director. Information about compensation for Mr. Masoud with respect to 2025 is set forth above under “2025 Summary Compensation Table.”
2025 Director Compensation Table
| Name | Fees Earned in Cash ($) | Option Awards(1)(2) ($) | Stock Awards(1)(2) ($) | Total ($) | | Yasir Al-Wakeel | 50,000 | 57,691 | 61,633 | 169,324 | | Patrick J. Balthrop | 50,000 | 57,691 | 61,633 | 169,324 | | Will Brooke | 67,500 | 57,691 | 61,633 | 186,824 | | Cynthia Collins | 47,500 | 57,691 | 61,633 | 166,824 | | Richard Douglas, PhD | 85,000 | 57,691 | 61,633 | 204,324 | | Stanley Erck | 57,500 | 57,691 | 61,633 | 176,824 | | Rekha Hemrajani | 60,000 | 57,691 | 61,633 | 179,324 | | John Johnston | 50,000 | 57,691 | 61,633 | 169,324 |
2025 Director Compensation Table
| (1) This column reflects the full grant date fair value of RSUs and options, as applicable, granted during the year measured pursuant to ASC 718, the basis for computing stock-based compensation in our financial statements. The fair value of each stock option grant is estimated on the date of grant using the Black- Scholes option pricing model and the fair value of RSUs is based on the closing stock price on the date of grant. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Notes 2 and 4 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by the director upon the exercise of the options or the sale of the underlying shares. |
2025 Director Compensation Table
| (2) The following table provides information regarding the aggregate number of option awards and RSUs granted to our non-employee directors that were outstanding as of December 31, 2025: |
2025 Director Compensation Table
| Name | Stock Options | Restricted Stock Units | | Yasir Al-Wakeel | 299,091 | 29,210 | | Patrick J. Balthrop | 241,491 | 29,210 | | Will Brooke | 306,891 | 29,210 | | Cynthia Collins | 148,488 | 63,835 | | Richard Douglas, PhD | 299,991 | 29,210 | | Stanley Erck | 327,291 | 29,210 | | Rekha Hemrajani | 299,091 | 29,210 | | John Johnston | 222,708 | 29,210 |