DEF 14A of BETA Technologies, Inc.
Filed Apr 29, 2026 · FY20250001140361-26-017861
BOARD OF DIRECTORS
BOARD OF DIRECTORS Our business and affairs are managed under the direction of our Board, which is currently composed of nine directors. Our Sixth Amended and Restated Certificate of Incorporation (our “Certificate”) provides that the authorized number of directors may be changed only by resolution of our Board. Our Certificate also provides that our Board be divided into three classes of directors, with the classes as nearly equal in number as possible. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. The following table sets forth the director class, name, age as of April 14, 2026, and other information for each member of our Board:
BOARD OF DIRECTORS
| Name(1)(2) | Class | Age | Position | Director Since | Current Term Expires | Expiration or Term For Which Nominated | | John E. Abele | I | 89 | Director | 2023 | 2026 | 2029 | | Kyle Clark | III | 46 | Chief Executive Officer, President, and Director | 2018 | 2028 | | | Dr. David Churchill | II | 63 | Chief Technology Officer and Director | 2021 | 2027 | | | Chuck Davis | III | 77 | Director | 2021 | 2028 | | | General (RET) James McConville | I | 67 | Director | 2024 | 2026 | 2029 | | Amy Gowder | II | 50 | Director | 2025 | 2027 | | | Dr. Martine A. Rothblatt | III | 71 | Director | 2021 | 2028 | | | John Slattery | I | 57 | Director | 2025 | 2026 | 2029 | | Michael Stone | II | 63 | Director | 2022 | 2027 | |
BOARD OF DIRECTORS
| (1) Francesco Capretti transitioned off our Board in 2025 in connection with our initial public offering (“IPO”). |
BOARD OF DIRECTORS
| (2) Dean Kamen resigned from our Board, effective February 18, 2026. |
BOARD OF DIRECTORS
We believe that in order for our Board to effectively guide us to long-term sustainable and dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our stockholders, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including accounting and financial acumen, business judgment, crisis management, governance, leadership, people management, risk management, social responsibility and reputational issues, and strategic planning. The Nominating & Corporate Governance Committee believes that all directors must, at a minimum, meet the criteria set forth in the Board’s Code of Ethics and the Corporate Governance Guidelines, which specify, among other things, that the Nominating & Corporate Governance Committee will consider criteria such as independence, skills, and experience in the context of the needs of the Board. When considering the selection of director nominees, the Nominating & Corporate Governance Committee considers individuals with varied backgrounds, viewpoints, accomplishments, and professional expertise, among other factors. The Nominating & Corporate Governance Committee also will consider a combination of factors for each director, including: (a) the nominee’s ability to work in and promote a productive environment; (b) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director; (c) whether the nominee has demonstrated the high level of character, ethics, and integrity expected by the Company; (d) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company; and (e) the nominee’s ability to apply sound and independent business judgment. The Nominating & Corporate Governance Committee has determined that all of our directors meet the criteria and qualifications set forth in our Code of Ethics, our Corporate Governance Guidelines, and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our stockholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions; a keen awareness of our business and social realities of the environment in which we operate; the independence and high performance standards necessary to fulfill the Board’s oversight function; and the humility, professional maturity, and style to interface openly and constructively with other directors. Subject to any earlier resignation or removal in accordance with the terms of our Certificate, our Class I directors will serve until this annual meeting of stockholders. Our Class II directors will serve until our 2027 annual meeting of stockholders, and our Class III directors will serve until our 2028 annual meeting of stockholders. In addition, our Certificate provides that our directors may be removed with or without cause by the affirmative vote of at least a majority of the voting power of our outstanding shares of stock entitled to vote thereon, voting together as a single class for so long as the outstanding Class B common stock represents 35% or more of the voting power of the then outstanding shares of our capital stock entitled to vote generally in the election of directors (“Voting Stock”). If the outstanding Class B common stock no longer represents 35% or more of our Voting Stock, then our directors may be removed only for cause upon the affirmative vote of at least 66 2∕3% of the voting power of our outstanding shares of stock entitled to vote thereon.
GE Aerospace Nomination Rights
GE Aerospace Nomination Rights Our Certificate provides General Electric Company, operating as GE Aerospace (“GE Aerospace”), with the right to designate one individual for election to our Board (the “Director Designation Right”) for so long as either (i) GE Aerospace beneficially owns at least 6,217,138 shares of Class A common stock or (ii) there is a Commercial Relationship (as defined in our letter agreement with GE Aerospace). At any time when GE Aerospace has neither the minimum ownership threshold nor the Commercial Relationship requirement, the Director Designation Right will terminate. See “Certain Relationships and Related Party Transactions—Letter Agreement with GE Aerospace.” We will be required to take all necessary actions to include the GE Aerospace nominee in the slate of director nominees recommended by our Board for election by our stockholders, to solicit proxies in favor of the election of such nominee in the same manner as for other Board-recommended nominees, and to fill any vacancies created by the departure of GE Aerospace’s nominee with a new nominee selected by GE Aerospace, subject to applicable law and stock exchange requirements. We will also refrain from amending our charter or bylaws in a manner that would materially and adversely affect these rights. Additionally, if the GE Aerospace-designated director is unable to attend a meeting of the Board, GE Aerospace may appoint a non-voting alternate to attend and observe the meeting. Further, so long as GE Aerospace holds the Director Designation Right, GE Aerospace shall have the right to designate one non-voting observer to attend any meeting of our Board (including any committee thereof). In addition, pursuant to the voting rights letter agreement, dated September 26, 2025, between Mr. Clark and the Company, Mr. Clark has agreed to vote all of the shares of the Company’s capital stock entitled to vote and held by him in favor of the director designated pursuant to GE Aerospace’s Director Designation Right at any meeting of the stockholders of the Company and in any written consent of stockholders and in favor of not removing such director without GE Aerospace’s affirmative consent. See “Certain Relationships and Related Party Transactions—Voting Rights Letter Agreement” for additional information related to such agreement.
Stockholder Recommendations for Director Nominees
Stockholder Recommendations for Director Nominees The Nominating & Corporate Governance Committee will consider stockholder nominations for membership on the Board. For the 2027 Annual Meeting, nominations may be submitted to BETA Technologies, Inc., 1150 Airport Drive, South Burlington, VT 05403, Attn: Chief Legal Officer and Secretary, and such nominations will then be forwarded to the Chair of the Nominating & Corporate Governance Committee. Recommendations must be in writing and we must receive the recommendation no later than the close of business on March 13, 2027 and not earlier than the close of business on February 11, 2027. Recommendations must also include certain other procedural requirements as specified in our Bylaws. When filling a vacancy on the Board, the Nominating & Corporate Governance Committee identifies the desired skills and experience of a new director and nominates individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The Nominating & Corporate Governance Committee may engage third parties to assist in the search and provide recommendations. Also, directors are generally asked to recommend candidates for the position. The candidates are then evaluated based on the process outlined in our Corporate Governance Guidelines and the Nominating & Corporate Governance Committee charter, and the same process is used for all candidates, including candidates recommended by stockholders.
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting.
PROPOSAL 1—ELECTION OF DIRECTORS
| Name | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | John E. Abele | I | 89 | Director | 2023 | 2026 | 2029 | | General (RET) James McConville | I | 67 | Director | 2024 | 2026 | 2029 | | John Slattery | I | 57 | Director | 2025 | 2026 | 2029 |
PROPOSAL 1—ELECTION OF DIRECTORS
Each nominee was recommended for re-election by the Nominating & Corporate Governance Committee for consideration by the Board and our stockholders. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat. As of the mailing of these proxy materials, the Board has no reason to believe any director nominee would not be available to serve.
Vote Required and Board Voting Recommendation
Vote Required and Board Voting Recommendation Directors will be elected at the Annual Meeting by a plurality of the votes cast in respect of the shares present in person or represented by proxy and entitled to vote on the election of directors. Abstentions and broker non-votes will have no effect on the voting results for the election of directors. The Board unanimously recommends that you vote “FOR” each of the director nominees. Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting. John E. Abele serves as a director of BETA. Mr. Abele has served as a director on our Board since June 2023. He is the co-founder of Boston Scientific (NYSE: BSX), a global leader in medical devices, where he served as an officer and director from June 1979 to May 2011. During his time at Boston Scientific, Mr. Abele pioneered the development of medical devices that would allow for less invasive surgery, with a goal to benefit public health by providing more accessible, lower-cost and lower-trauma medical treatment options. Mr. Abele holds numerous patents and has published and lectured extensively on the technology of various medical devices and on the technical, social, economic and political trends and issues affecting healthcare. He is widely regarded as a pioneer in the field of minimally invasive medicine which has profoundly improved patient outcomes worldwide. His Wisconsin-based Argosy Foundation supports creative and entrepreneurial approaches that empower and inspire people to make a positive impact on their communities. Mr. Abele holds a Bachelor of Arts in Physics and a Bachelor of Arts in Philosophy from Amherst College. Because of Mr. Abele’s extensive experience, spanning over four decades, leading scientific, technological and business advancement, we believe he is qualified to serve on our Board. General (RET) James McConville serves as a director of BETA. General (RET) McConville has served as a director on our Board since October 2024. He has been an Operating Partner for AE Industrial Partners, a national security and aerospace private equity firm, since September 2023. General (RET) McConville was the 40th Chief of Staff of the United States Army from May 1981 to August 2023. General (RET) McConville led combat organizations from the platoon to the division level and was the longest serving commander of 101st Airborne Division. His leadership and modernization initiatives led the Army through significant transformational efforts and included the adoption of a new information age-focused talent management platform, as well as new weapon systems. He is a Senior Fellow at the Belfer Center at Harvard University and a member of the Georgia Tech Research Institute External Advisory Council. General (RET) McConville also serves as a member of the board of directors of All.Space since October 2024, Redwire Corporation (NYSE: RDW) since October 2025, and York Space Systems (NYSE: YSS) since January 2026. General (RET) McConville previously served as a member of the board of directors of Edge Autonomy from October 2023 until its acquisition by Redwire Corporation (NYSE: RDW) in June 2025 and REDLattice from October 2023 to January 2025. General (RET) McConville holds a Bachelor of Science degree from the United States Military Academy at West Point, New York, a Master of Science degree in Aerospace Engineering from Georgia Tech, and was a 2002 National Security Fellow at Harvard University. He is a 2024 Distinguished Graduate of the United States Military Academy and a 2024 member of the Army Aviation Hall of Fame and qualified in the AH-64D Apache, OH-58D, AH-6, AH-1 and others. Because of General (RET) McConville’s extensive background and experience in the aerospace and defense industry, we believe he is qualified to serve on our Board. John Slattery serves as a director of BETA, and has served as a director on our Board since September 2025. Mr. Slattery has served as an Operating Partner at Stonepeak, an infrastructure alternative investment firm, since January 2026 and as an Advisor of GE Aerospace since June 2024. Mr. Slattery previously served as the Executive Vice President and Chief Commercial Officer of GE Aviation (NYSE: GE) from June 2022 to June 2024. Previously, Mr. Slattery served as the President and Chief Executive Officer of GE Aviation (NYSE: GE) from September 2020 to June 2022. Prior to joining GE Aviation, Mr. Slattery served as the President and Chief Executive Officer of Embraer’s (NYSE: ERJ) Commercial Aviation Division from January 2016 to September 2020. Mr. Slattery served on the board of directors of Heart Aerospace from June 2023 to May 2025. Mr. Slattery has served as chair of Forgital Group, a company in the aerospace supply chain, since July 2025, and as a member of the Strategy Committee of Azul S.A. (NYSE: AZUL) since February 2026. Mr. Slattery earned an Advanced Management Program certificate of completion from Harvard Business School, a Bachelor of Arts in Marketing from the University of Glamorgan and a Master of Business Administration from the University of Limerick. Because of Mr. Slattery’s extensive experience in business, corporate governance, risk management, regulatory engagement in highly regulated industries and the global aviation industry, we believe he is qualified to serve on our Board.
Continuing Directors
Continuing Directors Kyle Clark is our President and Chief Executive Officer and leads all technical and strategic components of the business, including design, test and certification strategy, and commercialization of the ALIA aircraft platform. Mr. Clark has served as our Chief Executive Officer since inception in June 2018. Mr. Clark is one of the test pilots of all of BETA’s experimental aircraft. Mr. Clark has founded companies in the areas of electrification, energy storage, and collaboration software. He was previously the co-founder of iTherm Technologies and subsequently the Director of Engineering at Dynapower Company (now Sensata Technologies Holding PLC (NYSE: ST)), where he created and managed an engineering team that designed, manufactured, certified, and deployed power systems ranging from 100 kW to 36,000 kW. Mr. Clark holds patents in the areas of production of electrical aircraft and associated batteries or related technologies. Mr. Clark received an A.B. in Materials Sciences and Engineering from Harvard University. Mr. Clark is also a pilot and certified flight instructor with over 4,000 hours in fixed wing and rotorcraft aircraft, including a type rating in the Embraer Phenom 300, and has completed over 200 test flights in electric aircraft. Because of Mr. Clark’s extensive background, experience and passion in engineering and aerospace, we believe he is qualified to serve on our Board. David Churchill, Ph.D. is our Chief Technology Officer and leads the engineering team. Mr. Churchill has served as our Chief Technology Officer since June 2018. Before joining BETA, he was the VP of Engineering for the Sensing Systems business unit of LORD-Microstrain Corp since 2012. While there he led research and development efforts resulting in innovative new product lines, including energy harvesting systems and inertial sensors for aerospace applications. He began his career carrying out R&D for the V-22 Osprey program at Boeing Helicopter Co. (NYSE: BA). He subsequently earned a Ph.D. in composite materials targeted for use in total hip and total knee replacement implants. He joined the faculty at the University of Vermont in the Orthopedics Department where his group carried out key research leading to highly successful knee replacement designs. Mr. Churchill holds a Master of Science and Ph.D. in Biomedical Engineering from the University of Pennsylvania and a Bachelor of Science and Master of Science in Mechanical Engineering from Bucknell University. Mr. Churchill earned his private pilot’s license while at BETA and has over 300 flight hours. Because of Mr. Churchill’s extensive background in engineering, aerospace, and technology, we believe he is qualified to serve on our Board. Chuck Davis serves as the Chair of our Board and has served as such since February 2021. Mr. Davis is a founder, the Chairman, and Co-Chief Executive Officer of Stone Point Capital, a financial services focused investment firm with over $65 billion in assets under management. Before joining Stone Point in 1998, he spent 23 years at Goldman Sachs & Co. LLC (NYSE: GS), where, among other positions, Mr. Davis served as head of Investment Banking Services worldwide, a member of the International Executive Committee, and a General Partner. Mr. Davis was an Independent Director of The Hershey Company (NYSE: HSY) between 2007 and 2021, where he was Chairman for his final three years of service. He has been an Independent Director of Progressive Corp. (NYSE: PGR) since October 1996, he served as a Director of Merchants Bancshares, Inc. (Nasdaq: MBVT) from 1985 to 2008, and he was a director at Marsh & McLennan Companies, Inc. (NYSE: MMC) from 2000 to 2004. He has also served as a director of AXIS Capital (NYSE: AXS) since 2001. Mr. Davis holds a Master of Business Administration from the Columbia Business School and a Bachelor of Arts in Physical Education from the University of Vermont. Mr. Davis also holds an Honorary Doctorate in Humane Letters from Middlebury College. Because of Mr. Davis’s distinguished career advising companies and his extensive knowledge of corporate finance, we believe he is qualified to serve on our Board. Mr. Davis is currently a student pilot. Amy Gowder serves as a director of BETA. She has served as a director on our Board since September 2025. Ms. Gowder is the President and Chief Executive Officer of GE Aerospace (NYSE: GE) Defense and Systems since May 2022, where she leads the development and manufacturing of advanced and next-generation engines and systems for military air combat, trainer, tanker, helicopter and marine applications as well as civil applications. Ms. Gowder has more than twenty years of leadership experience in the aerospace and technology industry. Prior to joining GE Aerospace, she served as the Chief Operating Officer for Aerojet Rocketdyne from May 2020 to April 2022, where she led the Engineering, Operations, Manufacturing, Supply Chain, Quality and Mission Assurance, Safety, Health and Environment and Information Technology organizations, and had oversight of eleven sites in nine states. Prior to joining Aerojet Rocketdyne, Ms. Gowder joined Lockheed Martin (NYSE: LMT) in 2005 and over her time there held several key executive positions beginning in 2006 through 2020, including president and general manager of Commercial Engine Solutions. Prior to Lockheed Martin, Ms. Gowder worked for Accenture (NYSE: ACN) and specialized in Supply Chain Management for the high-technology industry. Ms. Gowder has served on multiple advisory boards, committees and task forces in the states of Texas and Florida, advising on aerospace and defense as well as economic development topics. She holds a Bachelor of Science in Bioengineering from Arizona State University and a Master of Business Administration from the Massachusetts Institute of Technology Sloan Fellows Program. Because of Ms. Gowder’s extensive experience in business, aerospace and technology, we believe she is qualified to serve on our Board.
Continuing Directors
Martine A. Rothblatt, Ph.D., J.D., M.B.A., serves as a director of BETA. She has served as a director on our Board since February 2021. Dr. Rothblatt founded United Therapeutics (Nasdaq: UTHR) in 1996 and has served as Chairperson and Chief Executive Officer since its inception. Previously, she created SiriusXM satellite radio (Nasdaq: SIRI), through which she was responsible for enhancing aviation safety by delivery of real-time weather information to aircraft in flight and for which, among her many other pioneering efforts in electric aviation, the National Business Aviation Association (NBAA) selected Dr. Rothblatt in 2021 for its highest honor, the Meritorious Service to Aviation Award. In 2019 she received the inaugural UP Leadership Award for her advances in eVTOL technology, including her creation in 2016 and subsequent piloting to world-record distances of the world’s first electrically-powered full-size helicopter. Dr. Rothblatt has over 2000 hours piloting fixed wing and rotorcraft aircraft and served as the first flight engineer for the BETA ALIA. Through United Therapeutics, Dr. Rothblatt oversees hundreds of organ delivery flights per year from transplant donor hospitals to her company’s facilities for bioengineering services and then on to transplant recipient hospitals. She also implemented the world’s first lung transplant delivered by electric drone. Dr. Rothblatt earned her Doctor of Philosophy in Medical Ethics from the University of London after earning Juris Doctor and Master of Business Administration degrees from University of California, Los Angeles, which also recently awarded her the University of California, Los Angeles Medal, its highest honor. In 2023, the American Philosophical Society awarded Dr. Rothblatt the prestigious Benjamin Franklin Medal for Distinguished Achievement in the Sciences, recognizing her contributions to science and public service, including advancements in biotechnology, organ transplantation, and electric aviation. She is an inventor on ten U.S. patents with additional patents pending. Due to Dr. Rothblatt’s extensive experience in aviation, technology and business, we believe she is qualified to serve on our Board. Michael Stone serves as a director of BETA. Mr. Stone has served as a director on our Board since April 2022. Mr. Stone is the Founder of FS Investors. Mr. Stone is a Senior Advisor to TPG (Nasdaq: TPG). Mr. Stone joined TPG in 2009 and served in various roles over the years, most recently as Chief Investment Officer of The Rise Funds and The Rise Climate Funds. He was also Co-Managing Partner of TPG Growth. Mr. Stone is a retired Senior Partner and past President of J.H. Whitney & Co, where he was employed from 1989 to 2009. He holds a Bachelor of Arts in Economics from Duke University and a Master of Business Administration from Harvard Business School. He is a Trustee of Duke University and serves on the Board of Overseers for the Hoover Institution. He chairs the boards of Wilderness Holdings, a safari camp owner/operator, Anew Climate, Mendocino Farms, and Hybar Steel. Because of Mr. Stone’s experience in finance and private equity, we believe he is qualified to serve on our Board.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION The following section provides compensation information pursuant to the scaled disclosure rules applicable to “emerging growth companies” under the rules of the SEC and may contain statements regarding future individual and company performance targets and goals. These targets and goals should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our Named Executive Officers for the past two fiscal years.
Summary Compensation Table
| Name and principal position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards(3) | Total | | Kyle Clark Director, Chief Executive Officer and President | 2025 | $653,476 | $5,132,000 | $7,822,572 | $2,251,024 | $15,859,072 | | | 2024 | $530,000 | $530,000 | — | — | $1,060,000 | | Herman V. Cueto Chief Financial Officer | 2025 | $371,204 | $875,000 | $204,256 | $3,433,084 | $4,883,544 | | Brian Dunkiel Chief Legal Officer, Vice President, and Secretary | 2025 | $427,298 | $350,000 | $651,788 | $1,422,718 | $2,851,804 | | | 2024 | $400,000 | $10,000 | — | — | $410,000 |
Summary Compensation Table
| (1) Amounts in this column represent (i) discretionary cash performance bonuses and (ii) one-time IPO cash bonuses awarded to each of our NEOs, as further described below. |
Summary Compensation Table
| (2) Amounts represent the grant date fair value of restricted stock units (“RSUs”) granted to the NEOs as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718. The assumptions used in calculating the grant-date fair value of the RSUs are set forth in Notes 2 and 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the aggregate accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the NEOs for these RSUs. |
Summary Compensation Table
| (3) Amounts represent the grant date fair value of stock options granted to the NEOs as computed in accordance with FASB Accounting Standards Codification 718. The assumptions used in calculating the grant-date fair value of the stock options are set forth in Notes 2 and 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the aggregate accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs for these stock options. |
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End
| Option Awards(1) | | | | | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares of units of stock that have not vested ($)(3) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Kyle Clark | 12/1/2023 | 28,894 | 43,341(4) | — | 17.238224 | 12/1/2028 | | | | | | | 12/1/2023 | 217,623 | 507,788(5) | — | 17.238224 | 12/1/2033 | | | | | | | 2/18/2025 | — | 797,646(6) | — | 17.238224 | 2/17/2030 | | | | | | | 11/7/2025 | | | | | | 244,379 | 6,893,932 | | | | Herman V. Cueto | 6/22/2025 | 74,441 | 372,241(7) | — | 8.609709 | 6/21/2035 | | | | | | | 11/7/2025 | | | | | | 6,381 | 180,008 | | | | Brian Dunkiel | 3/27/2023 | 176,387 | 86,412(8) | — | 5.821819 | 3/26/2033 | | | | | | | 12/1/2023 | 106,351 | 53,178(9) | — | 6.920364 | 11/30/2033 | | | | | | | 2/18/2025 | 77,997 | 177,250(10) | — | 8.609709 | 2/17/2035 | | | | | | | 11/7/2025 | | | | | | 20,362 | 574,412 | | |
Outstanding Equity Awards at 2025 Fiscal Year End
| (1) Each stock option was granted pursuant to our First Amended and Restated Equity Incentive Plan (the “2018 Plan”). |
Outstanding Equity Awards at 2025 Fiscal Year End
| (2) The RSUs vest over a four-year period, with 25% of the shares to vest on the completion of each one-year anniversary of the vesting commencement date, subject to continuous service. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (3) The amounts reported in this column are equal to the number of RSUs subject to the award multiplied by $28.21, which was the per share closing price of a share of our Class A common stock on December 31, 2025 on the NYSE. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (4) The shares of Class A common stock underlying the stock options commenced vesting on December 15, 2023 in five installments of (i) 20% on each of the first four anniversaries of December 31, 2023, and (ii) the final 20% on June 15, 2028, and will be fully vested on June 15, 2028, subject to continuous service. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (5) The shares of Class A common stock underlying the stock options commenced vesting on December 15, 2023, in four installments of (i) 10% on the first anniversary of the vesting commencement date, (ii) 20% on the second anniversary of the vesting commencement date; (iii) 30% on the third anniversary of the vesting commencement date and (iv) 40% on the fourth anniversary of the vesting commencement date, and will be fully vested on December 15, 2027, subject to continuous service. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (6) The shares of Class A common stock underlying the stock options commenced vesting on January 1, 2025, in four installments of (i) 10% on the first anniversary of the vesting commencement date, (ii) 20% on the second anniversary of the vesting commencement date; (iii) 30% on the third anniversary of the vesting commencement date and (iv) 40% on the fourth anniversary of the vesting commencement date, and will be fully vested on January 1, 2029, subject to continuous service. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (7) The shares of Class A common stock underlying the stock options commenced vesting on April 1, 2025 with 1/8 vesting subject to a 6-month cliff and the remainder vesting ratably in 1/48 monthly installments thereafter, and will be fully vested on April 1, 2029, subject to continuous service. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (8) The shares of Class A common stock underlying the stock options commenced vesting on January 27, 2023 with 1/8 vesting subject to a 6-month cliff and the remainder vesting ratably in 1/48 monthly installments thereafter, and will be fully vested on January 27, 2027, subject to continuous service. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (9) The shares of Class A common stock underlying the stock options commenced vesting in 36 equal monthly installments on December 15, 2023, and will be fully vested on December 15, 2026, subject to continuous service. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (10) The shares of Class A common stock underlying the stock options commenced vesting in 36 equal monthly installments on January 20, 2025, and will be fully vested on January 20, 2028, subject to continuous service. |
Non-Employee Director Compensation
Non-Employee Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board during 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of our Board in 2025. Mr. Clark, our Chief Executive Officer and President, and Dr. Churchill, our Chief Technology Officer, receive no compensation for service as directors and, consequently, are not included in this table. The compensation received by Mr. Clark as an employee of the Company is presented in “— Summary Compensation Table.” Ms. Gowder has waived for 2026, and going forward expects to waive, any right to compensation as a non-employee member of our Board.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total | | John E. Abele | — | — | — | — | — | | Francesco Capretti | — | — | — | — | — | | Chuck Davis | — | — | — | — | — | | Amy Gowder | — | — | — | — | — | | Dean Kamen | — | — | — | — | — | | General (RET) James McConville | — | — | $348,372(1) | — | $348,372 |
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total | | Dr. Martine A. Rothblatt | — | — | — | — | — | | John Slattery | — | $6,518,772(2) | — | $1,083,332(3) | $7,602,104 | | Michael Stone | — | — | — | — | — |
Non-Employee Director Compensation
| (1) The amount reported represents the grant date fair value of stock options granted to General (RET) McConville as computed in accordance with FASB Accounting Standards Codification 718. The assumptions used in calculating the grant-date fair value of the stock options are set forth in Notes 2 and 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the aggregate accounting cost for these stock options and do not correspond to the actual economic value that may be received by General (RET) McConville for these stock options. |
Non-Employee Director Compensation
| (2) The amount reported represents the grant date fair value of RSUs granted to Mr. Slattery as computed in accordance with FASB Accounting Standards Codification 718. The assumptions used in calculating the grant-date fair value of the RSUs are set forth in Notes 2 and 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the aggregate accounting cost for these RSUs and do not correspond to the actual economic value that may be received by Mr. Slattery for these RSUs. |
Non-Employee Director Compensation
| (3) Represents cash payments under our advisory services agreement with Mr. Slattery. See “Certain Relationships and Related Party Transactions—Advisory Services Agreement.” |
Non-Employee Director Compensation Structure
Non-Employee Director Compensation Structure In connection with our IPO, we adopted a compensation program for our non-employee directors, structured as follows:
Non-Employee Director Compensation Structure
| Description | Annual Amount | | Cash Compensation | $50,000 | | Cash Compensation for Board Chair | $70,000 | | Additional Cash Compensation for Audit Committee Chair | $40,000 | | Additional Cash Compensation for Compensation Committee Chair | $15,000 | | Additional Cash Compensation for Audit Committee members (excluding the Chair) | $20,000 | | Additional Cash Compensation for Compensation Committee members (excluding the Chair) | $7,500 | | Additional Cash Compensation for Nominating & Corporate Governance Committee members (excluding the Chair) | $7,500 | | Equity Compensation | $200,000 (restricted stock units) |
Non-Employee Director Compensation Structure
All non-employee directors are also reimbursed for their reasonable expenses to attend meetings of our Board and related committees and otherwise attend to our business.
Indemnification Agreements with Our Directors and Officers
Indemnification Agreements with Our Directors and Officers We are party to indemnification agreements with each of our executive officers and directors. The indemnification agreements and our governing documents will require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. Subject to certain limitations, the indemnification agreements and our governing documents will also require us to advance expenses incurred by our directors and officers.