DEF 14A of enVVeno Medical Corp, Oct 29, 2026

DEF 14A of enVVeno Medical Corp

Filed Oct 29, 2026 · FY20250001140361-26-041182

Open on EDGAR

  1. Directors and Executive Officers

    Directors and Executive Officers Listed below are the names of the directors and executive officers of the Company, their ages as of the Record Date, their positions held and the year they commenced service with the Company.

  2. Directors and Executive Officers

    | Name | Age | Position(s) Held | Year of Service Commencement | | Robert A. Berman | 63 | Director, Chief Executive Officer | 2018 | | Jennifer Bright | 55 | Chief Financial Officer | 2025 | | Dr. Hamed Alavi | 43 | Senior Vice President and Chief Technology Officer | 2023 | | Dr. Francis Duhay | 66 | Director | 2018 | | Dr. Sanjay Shrivastava | 59 | Director | 2018 | | Matthew M. Jenusaitis | 65 | Director | 2019 | | Robert C. Gray | 79 | Director | 2019 | | Marc H. Glickman, M.D. | 77 | Senior Vice President and Chief Medical Officer | 2016 |

  3. Directors and Executive Officers

    There are no arrangements between our directors and any other person pursuant to which our directors were nominated or elected for their positions. There are no family relationships between any of our directors or executive officers. Robert A. Berman has served as our Chief Executive Officer and a member of our Board of Directors since April of 2018. Mr. Berman has over 25 years of experience in a broad variety of areas including healthcare, finance, acquisitions, marketing, compliance, turnarounds, and the development and licensing of emerging technologies. From September 2012 until July 2017, he served as the President, Chief Executive Officer, and a member of the Board of Directors of ITUS Corporation (now called Anixa Biosciences), which at the time he joined the company was a developer of flat panel display technologies, and under his leadership became a Nasdaq listed cancer therapeutics company. From 2000 to March 2007, Mr. Berman was the Chief Operating Officer and General Counsel of Acacia Research Corporation, where he successfully transitioned the company from being an incubator of internet startups into a preeminent, publicly traded company for licensing and enforcing patented technologies with a market cap exceeding $2 billion. Mr. Berman started his career at the law firm of Blank Rome. Mr. Berman has a B.S. in Entrepreneurial Management from the Wharton School of the University of Pennsylvania and holds a J.D. from the Northwestern University School of Law, where he is an adjunct faculty member. We believe that Mr. Berman is qualified to serve as a member of our board of directors because of his experience in a broad variety of areas including healthcare, finance, acquisitions, marketing, compliance, turnarounds, and the development and licensing of emerging technologies. Jennifer Bright has served as our Chief Financial Officer since May 2025. Ms. Bright is a certified public accountant with more than 25 years of professional accounting and finance experience. Ms. Bright was the Chief Financial Officer of BIOLASE, Inc., until November 2024 when the company sold substantially all assets to MegaGen Implant Co., LTD. From June 2020 to December 2020, she was consulting as Interim Director of Accounting at Spectrum Pharmaceuticals and was the Corporate Controller at Kellermeyer Bergensons Services from November 2018 to April 2020. Previously, Ms. Bright held senior accounting director and controller positions at Advantage Solutions, Inc., Crunch Holdings, LLC, Apria Healthcare Group, Inc., and Richmond American Homes, and was a Supervising Senior Auditor at the accounting firm of PricewaterhouseCoopers LLP. Ms. Bright holds a B.A. degree in Business Administration from the University of Washington. Dr. Hamed Alavi joined enVVeno Medical as Director, Research, Development and Quality in July 2020 and was promoted to Vice President of Research, Development and Quality in January 2021. Prior to joining enVVeno Medical, Dr. Alavi was the head of engineering at NaviGate Cardiac Structures Inc., a company which developed tricuspid heart valve replacement and delivery system devices, and held roles at Medtronic Cardiac and Vascular Group (CVG) and Edwards Lifesciences Center for Advanced Cardiovascular Technology where he used his technical and leadership skills to drive early-stage medical device technologies from conception to commercialization. Dr. Alavi received his doctorate in biomedical engineering from the University of California, Irvine where he was trained in one of the most prominent cardiovascular engineering doctoral programs in the US. His pioneering work in hybrid tissue and implantable medical devices was broadly recognized and given accolades by a number of institutions - such as the American Heart Association. He also holds an M.S. degree in biomedical engineering and a B.S. degree in mechanical engineering. Dr. Francis Duhay has served as member of our board of directors since October 2018. He is an accomplished heart surgeon, entrepreneur, and corporate executive. Board certified in general (UCSF) and cardiothoracic surgery (Duke), his seminal work in minimally invasive cardiac surgery led to 32 patents for surgical devices used in thousands of heart operations. Dr Duhay left clinical practice for industry in 2008, where he served as Vice President and General Manager of the nascent transcatheter heart valve therapy program (Ascendra) at Edwards Lifesciences (“Edwards”), the world’s leading manufacturer of bioprosthetic heart valves. With European CE Mark, he oversaw growth in sales of transcatheter heart valves from $3M to over $250M within the first four years of commercial launch. Promoted to Vice President of Global Medical & Clinical Affairs, he led planning and execution of four U.S. FDA pivotal clinical trials. He was eventually promoted to Chief Medical Officer, where, in addition to overseeing Global Medical & Clinical Affairs, he supported other areas within Edwards including Health Economics & Reimbursement in its successful application for a procedure code, payment, and coverage of transcatheter aortic valve replacement (TAVR), and Regulatory Affairs, as an industry representative and clinical expert on the ISO 5840:2014 and 5910:2018 cardiac valve working groups. After departing Edwards, he co-founded and led Koa Accel, a major medical device accelerator in the Orange County, CA, ecosystem. This bore three medical device startups - Makani Science (selected into the 2021 cohort of the prestigious Y-Combinator), Kino Discovery (selected into the 2021 cohort of MedTech Innovator), and Kahala Biosciences. Most recently, Dr Duhay served as Senior Vice President of Global Medical & Clinical Affairs for Olympus Corporation, the world’s leading manufacturer of colonoscopes, duodenoscopes, bronchoscopes, and cystoscopes. We believe that Dr. Duhay is qualified to serve as a member of our board of directors because he is a trained cardiac and thoracic surgeon and former Chief Medical Officer at Edwards Life Sciences. Dr. Sanjay Shrivastava has served as a member of our board of directors since October 2018. He has been involved in developing, commercializing, evaluating, and acquiring medical devices for more than 24 years, including serving in leadership positions in research and development, business development, and marketing at J&J, BTG, plc, Medtronic, Abbott Vascular, and Edwards Life Sciences. He is presently serving as the chief executive officer at Innova Vascular, Inc., an early commercial stage medical device company engaged in peripheral venous thrombectomy space. Prior to this, he co-founded BlackSwan Vascular, Inc., where he served on its board of directors and led a strategic alliance including the acquisition deal with Sirtex Medical. Sirtex Medical’s parent company acquired BlackSwan Vascular, Inc. in 2023. Dr. Shrivastava worked on several acquisition and investment deals during his roles as a senior director, business development at J&J and a vice president, upstream marketing and strategy at BTG, plc, which had an annual revenue of about $800 million and is now part of Boston Scientific Corporation through an acquisition. At Medtronic, Dr. Shrivastava was the Director of Global Marketing for the Cardiac and Vascular Group where he helped build the

  4. Directors and Executive Officers

    embolization business, from its initiation to a substantial revenue with a very high CAGR over a period of six (6) years. Dr. Shrivastava was part of the peripheral vascular business at Abbott Vascular and worked on trans-catheter heart valve repair and replacement products at Edwards Life Sciences. Dr. Shrivastava received his Bachelor of Engineering degree at the Indian Institute of Technology and a doctorate degree in materials science and engineering from the University of Florida. We believe that Dr. Shrivastava is qualified to serve as a member of our board of directors because of having served in Chief Executive Officer and board of director positions at several medical device start-ups, and leadership positions in research and development, business development, and marketing at Innova Vascular, Inc., BTG, Medtronic, Abbott Vascular, and Edwards Life Sciences. Matthew M. Jenusaitis has served as a member of our board of directors since September 2019. He has over 30 years of health care experience with an emphasis on building and selling companies that develop medical devices to treat vascular diseases. Since March 2015, Mr. Jenusaitis has been a senior administrative executive at the UC San Diego Health System. He currently serves as the Chief Administrative Officer for UCSD’s Moore’s Cancer Center and UCSD Oncology. From June 2009 to March 2015, Mr. Jenusaitis was President and CEO of OCTANe Foundation for Innovation, a non-profit focused on the development of innovation in Orange County, CA. Over the course of his career, Mr. Jenusaitis has been on the board of directors of Pulsar Vascular (2008-2017), which was sold to Johnson and Johnson, Creagh Medical (2008-2015), which was sold to SurModics, and Precision Wire Components (2009-2014), which was sold to Creganna Medical. Mr. Jenusaitis was also a Senior Vice President at ev3 (April 2006 to July 2008), which was sold to Covidian and later purchased by Medtronics. In addition, Mr. Jenusaitis was the President of the Peripheral Division at Boston Scientific (July 2003 to August 2005) and was an Executive in Residence at Warburg Pincus (September 2005 to March 2006). Mr. Jenusaitis has an MBA from the University of California, Irvine, a Masters Degree in Biomedical Engineering from Arizona State University, and a Bachelors Degree in Chemical Engineering from Cornell University. We believe that Mr. Jenusaitis is qualified to serve as a member of our board of directors because of over 30 years of health care experience with an emphasis on building and selling companies that develop medical devices to treat vascular diseases and his prior board experiences. Robert C. Gray has served as a member of our board of directors since September 2019. He had a twenty (20) year career at Highmark, Inc., one of America’s largest health insurance organizations, which serves over 20 million subscribers, and includes Highmark Blue Cross Blue Shield Pennsylvania, Highmark Blue Cross Blue Shield Delaware, and Highmark Blue Cross Blue Shield West Virginia, which he retired from in 2008. While at Highmark, Mr. Gray helped increase revenues to $12.3 billion from $6.9 billion, and helped generate an operating gain of $375 million from an operating loss of $91 million. In addition to being the board chairman, Chief Executive Officer, and President of several of Highmark’s subsidiaries and affiliated companies, Mr. Gray was the Chief Financial Officer of Highmark’s parent company and was the primary contact to Highmark’s board of directors for Highmark’s audit, investment and compensation (incentive plans) committees. His many responsibilities at Highmark included rate setting and reimbursement negotiations. Following Highmark, Mr. Gray co-founded U.S. Holdings LLC (U.S. Implants LLC.), a national distributor of orthopedic implants, and has served as Vice President since 2009. Since 2011, Mr. Gray has also been self-employed as a strategy and financial consultant. Mr. Gray also currently serves as Chairman and President of Metropolitan Woodworks, Inc., a manufacturer of custom kitchen cabinetry based in North Carolina. Mr. Gray engaged in Postgraduate Studies at the University of North Carolina-Chapel Hill and has an undergraduate degree from Bucknell University. We believe that Mr. Gray is qualified to serve as a member of our board of directors because of his financial and medical reimbursement expertise having served as the Chief Financial Officer at Highmark, Inc., one of America’s largest health insurance organizations. Marc H. Glickman, M.D. has served as our Senior Vice President and Chief Medical Officer since May 2016 and served as member of our board of directors from July 2016 to August 2017. In 1981, Dr. Glickman started a vascular practice in Norfolk, Virginia. He established the first Vein Center in Virginia and also created a dialysis access center. He was employed by Sentara Health Care as director of Vascular Services until he retired in 2014. Dr. Glickman is a board certified vascular surgeon. Dr. Glickman received his Doctor of Medicine from Case Western Reserve, in Cleveland, Ohio and completed his residency at the University of Washington, Seattle. He is board certified in Vascular Surgery and was the past president of the Vascular Society of the Americas. He has served on the advisory boards of Possis Medical, Cohesion Technologies, Thoratec, GraftCath, Inc., TVA medical, Austin, Texas.

  5. EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | Other Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Robert A. Berman Chief Executive Officer | 2025 | 525,000 | — | — | — | | 58,762(5) | 583,762 | | | 2024 | 500,000 | 232,500 | 400,513(1) | — | | 28,119(6) | 1,161,132 | | Jennifer Bright, Chief Financial Officer | 2025 | 173,000(14) | — | 972,743(2) | — | | 26,834(7) | 1,172,577 | | | 2024 | — | — | — | — | | — | — | | Craig Glynn, Former Chief Financial Officer | 2025 | 146,000(15) | — | — | — | | 8,232(8) | 154,232 | | | 2024 | 250,000 | 38,750 | — | — | | 13,476(9) | 302,226 | | Marc H. Glickman, M.D. Chief Medical Officer and Senior Vice President | 2025 | 385,875 | — | — | — | | 46,526(10) | 432,401 | | | 2024 | 367,500 | 56,963 | 150,192(3) | — | | 51,918(11) | 626,573 | | Dr. Hamed Alavi Senior Vice President & Chief Technology Officer | 2025 | 315,000 | — | — | — | | 27,197(12) | 342,197 | | | 2024 | 300,000 | 46,500 | 150,192(4) | — | | 25,203(13) | 521,895 |

  6. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Pursuant to the terms of the employment agreements discussed above, we will pay severance in the event of certain terminations of employment. In the event employment is terminated by us without cause and other than by reason of disability or if the executive resigns for good reason, subject to his or her timely executing a release of claims in our favor and in addition to certain other accrued benefits, he or she is entitled to receive severance pursuant to the terms of his or her employment agreements discussed above.

  7. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding equity awards held by our named executive officers as of December 31, 2025.

  8. Outstanding Equity Awards at Fiscal Year-End

    | Name | 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 | | Robert A. Berman, Chief Executive Officer | 1,234(1) | — | N/A | $350.00 | July 18, 2030 | | | 1,142(2) | — | | $350.00 | July 18, 2030 | | | 23,942(3) | — | | $287.00 | February 18, 2031 | | | 9,993(4) | — | | $234.50 | November 30, 2031 | | | 5,714(10) | 2,857(10) | | $125.65 | December 5, 2033 | | | 1,904(11) | 3,810(11) | | $89.95 | December 18, 2034 | | Marc H. Glickman, M.D. Chief Medical Officer and Senior Vice President | 205(5) | — | N/A | $1,750.00 | July 25, 2029 | | | 210(5) | — | N/A | $1,750.00 | October 1, 2026 | | | 1,142(2) | — | — | $350.00 | July 18, 2030 | | | 11,600(3) | — | | $287.00 | February 18, 2031 | | | 7,591(4) | — | | $234.50 | November 30, 2031 | | | 1,904(10) | 953(10) | | $125.65 | December 5, 2033 | | | 714(11) | 1,428(11) | | $89.95 | December 18, 2034 | | Jennifer Bright, Chief Financial Officer(6) | — | 10,000(12) | N/A | $126.70 | May 19, 2035 |

  9. Outstanding Equity Awards at Fiscal Year-End

    | Name | 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 | | Dr. Hamed Alavi Senior Vice President and Chief Technology Officer | 228(7) | — | N/A | $350.00 | July 18, 2030 | | | 9,142(8) | — | | $287.00 | February 18, 2031 | | | 3,597(4) | — | | $234.50 | November 30, 2031 | | | 2,857(9) | — | | $234.50 | November 30, 2032 | | | 1,666(10) | 953(10) | | $125.65 | December 5, 2033 | | | 714(11) | 1,428(11) | | $89.95 | December 18, 2034 |

  10. Outstanding Equity Awards at Fiscal Year-End

    | (1) On March 30, 2018, the Company entered an employment agreement with Mr. Berman. In connection with entering into the employment agreement, options were granted on September 24, 2018, and vested 20% on the date of his Employment Agreement, March 30, 2018, and the remaining 80% vested ratably on a monthly basis over the twenty-four (24) months following the date of his Employment Agreement. On July 18, 2020, Mr. Berman’s existing 1,234 options that were granted on September 24, 2018 were repriced from $8,732.50 to $350.00 per share. |

  11. Outstanding Equity Awards at Fiscal Year-End

    | (2) Options were granted on July 18, 2020 and vested ratably on a monthly basis over thirty-six (36) months. |

  12. Outstanding Equity Awards at Fiscal Year-End

    | (3) Options were granted on February 18, 2021 and vested ratably on a quarterly basis over two (2) years. |

  13. Outstanding Equity Awards at Fiscal Year-End

    | (4) Options were granted on November 30, 2021 and vested ratably on a quarterly basis over three (3) years. |

  14. Outstanding Equity Awards at Fiscal Year-End

    | (5) On July 26, 2019, the Company entered a new employment agreement with Dr. Glickman that superseded the terms of his existing employment agreement. In connection with entering into the new employment agreement, Dr. Glickman’s existing 210 options that were granted on October 1, 2016 were repriced from $8,750.00 to $1,750.00 per share. Additionally, on July 26, 2019, Dr. Glickman was granted 205 options at $1,750.00 per share and vested quarterly over a three (3) year period. |

  15. Outstanding Equity Awards at Fiscal Year-End

    | (6) Ms. Bright was appointed as Chief Financial Officer in May 2025. |

  16. Outstanding Equity Awards at Fiscal Year-End

    | (7) Options were granted on July 18, 2020 and vested ratably on a quarterly basis over three (3) years. |

  17. Outstanding Equity Awards at Fiscal Year-End

    | (8) Options were granted on February 18, 2021 and vested ratably on a quarterly basis over three (3) years. |

  18. Outstanding Equity Awards at Fiscal Year-End

    | (9) Options were granted on November 30, 2022 and vested ratably on a quarterly basis over three (3) years. |

  19. Outstanding Equity Awards at Fiscal Year-End

    | (10) Options were granted on December 5, 2023 and vest ratably on a quarterly basis over three (3) years. |

  20. Outstanding Equity Awards at Fiscal Year-End

    | (11) Options were granted on December 18, 2024 and vest ratably on a quarterly basis over three (3) years. |

  21. Outstanding Equity Awards at Fiscal Year-End

    | (12) Options were granted on May 19, 2025 and vest ratably on a quarterly basis over three (3) years, with a one (1) year cliff. |

  22. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following Pay Versus Performance information presents the compensation of our Named Executive Officers (“NEOs”) disclosed in the Summary Compensation Table as well as Compensation Actually Paid (“CAP”) to our NEOs and certain performance measures prepared in accordance with Item 402(v) of SEC Regulations S-K as of December 31, 2025. As discussed further below, the CAP amounts do not necessarily represent actual compensation earned or realized by our NEOs in a given year. The Compensation Committee did not consider the Pay Versus Performance information in 2025 in making its compensation decisions for our NEOs.

  23. PAY VERSUS PERFORMANCE

    | Year | Executive Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1) | Average Executive Compensation Table Total for non-CEO named executive officers(2),(4) | Average Executive Compensation Actually paid to non-CEO named executive officers(2),(4) | Total Shareholder return(3) | Net Loss | | 2025 | $583,762 | $(166,041) | $525,352 | $(166,300) | $6.29 | $(19,472,000) | | 2024 | $1,161,132 | $218,405 | $483,564 | $129,734 | $59.22 | $(21,819,000) | | 2023 | $1,870,884 | $2,151,900 | $657,621 | $656,069 | $100.78 | $(23,516,000) |

  24. PAY VERSUS PERFORMANCE

    | (1) Mr. Berman was our CEO for each of the three years included in the table. For each of the years listed in the table, our non-CEO named executives were Marc Glickman, Jennifer Bright (appointed as Chief Financial Officer on May 19, 2025), Craig Glynn (resigned as Chief Financial Officer on May 19, 2025) and Hamed Alavi. |

  25. PAY VERSUS PERFORMANCE

    | (2) See the Executive Compensation Table above for detail on the Executive Compensation Table total compensation for our CEO for each year covered in the table. The average compensation for the Non-CEO NEOs for 2025, 2024, and 2023 was calculated from the Executive Compensation Table above. |

  26. PAY VERSUS PERFORMANCE

    | (3) Total Shareholder Return (TSR) represents cumulative total shareholder return on a fixed investment of $100 in our common stock for the period beginning on the last trading day of 2022 through the end of the applicable year. |

  27. PAY VERSUS PERFORMANCE

    | (4) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for RSU awards, the closing price on applicable year-end date(s), and (2) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award, and based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. |

  28. PAY VERSUS PERFORMANCE

    For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable year and adjusted for the following with respect to each NEO:

  29. PAY VERSUS PERFORMANCE

    | • | Plus/(minus) the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable year. |

  30. PAY VERSUS PERFORMANCE

    | • | Plus/(minus) the change in value as of the end of the covered year as compared to the value at the end of the prior year for option awards which were granted in prior years and were outstanding and unvested at the end of the covered year. |

  31. PAY VERSUS PERFORMANCE

    | • | Plus/(minus) the vesting date fair value of option awards which were granted and vested during the same covered year. |

  32. PAY VERSUS PERFORMANCE

    | • | Plus/(minus) the change in value as of the vesting date as compared to the value at the end of the prior year for option awards which were granted in prior years and vested in the covered year. |

  33. PAY VERSUS PERFORMANCE

    | • | Plus/(minus) the fair value at the end of prior year of awards granted in prior years that forfeited/cancelled during the covered year. |

  34. PAY VERSUS PERFORMANCE

    In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10 K each year and the footnotes to the Executive Compensation Table appearing therein.

  35. Compensation Actually Paid

    Compensation Actually Paid

  36. Compensation Actually Paid

    | | CEO | | | Non-CEO NEO Average | | | | | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | Summary Compensation Table Total Compensation | $583,762 | $1,161,132 | $1,870,884 | $525,352 | $483,564 | $657,621 | | Less: Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | — | (400,513) | (854,393) | (324,248) | (100,128) | (261,064) | | Add: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | — | 481,885 | 1,245,042 | 17,865 | 120,471 | 380,429 | | Less: Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | (827,842) | (31,468) | (115,756) | (287,146) | (27,596) | | Add: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | 30,713 | — | — | 9,384 | | Less: Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (145,803) | (196,257) | (108,878) | (41,209) | (87,027) | (102,705) | | Less: Fair Value at End of Prior Year of Awards Granted in Prior Years That Forfeited/Cancelled During Fiscal Year | (604,000) | — | — | (228,304) | — | — | | Compensation Actually Paid | $(166,041) | $218,405 | $2,151,900 | $(166,300) | $129,734 | $656,069 |

  37. Compensation Actually Paid

    The table above reflects the CAP (determined as noted above) for our CEO and, for our Non-CEO NEOs, the average of the CAPs determined for the Non-CEO NEOs for each of the years shown in the table.

  38. Director Compensation

    Director Compensation The Board determines the form and amount of director compensation after its review of recommendations made by the Compensation Committee. A substantial portion of each director’s annual retainer is in the form of equity. Under the Company’s nonemployee director compensation program members of the Board who are not also Company employees (“Non-Employee Directors”) are granted options worth up to thirty-seven thousand five hundred dollars ($37,500) per annum (the “Annual Award”). A Non-Employee Director who is newly appointed to the Board other than in connection with an annual meeting of stockholders will generally receive a grant of two thousand four hundred (2,400) options and RSUs worth up to seventy-five thousand dollars ($75,000) upon appointment (an “Initial Award”), which covers their compensation for their first three years of service. The Initial Award and Annual Award to Non-Employee Directors will vest as long as they remain directors in equal annual portions over three years following the date on which the award is granted. The table below shows the compensation paid to our non-employee directors during 2025 and 2024.

  39. Director Compensation

    | Name | | Fees earned or paid in cash ($) | Stock awards ($) | Option awards(3) ($) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Dr. Francis Duhay | 2025 | $32,500 | — | $37,500(1) | — | — | — | $70,000 | | | 2024 | $32,500 | — | $37,500(2) | — | — | — | $70,000 | | Dr. Sanjay Shrivastava | 2025 | $37,500 | — | $37,500(1) | — | — | — | $75,000 | | | 2024 | $37,500 | — | $37,500(2) | — | — | — | $75,000 | | Robert Gray | 2025 | $40,000 | — | $37,500(1) | — | — | — | $77,500 | | | 2024 | $40,000 | — | $37,500(2) | — | — | — | $77,500 | | Matthew Jenusaitis | 2025 | $37,500 | — | $37,500(1) | — | — | — | $75,000 | | | 2024 | $37,500 | — | $37,500(2) | — | — | — | $75,000 |

  40. Director Compensation

    | (1) Under the Company’s nonemployee director compensation program, Dr. Duhay, Dr. Shrivastava, Mr. Gray and Mr. Jenusaitis were each granted 564 options to purchase shares of our common stock on December 18, 2024, as part of their compensation for the year ending December 31, 2024, at an exercise price of $89.95 per share. The options were valued at $66.45 per share as of the date of the grant and will vest in equal quarterly portions starting on March 31, 2025 and through December 31, 2025, such that they were fully vested as of December 31, 2025. The grant date value of each grant determined in accordance with FASB ASC Topic 718 was $37,500. |

  41. Director Compensation

    | (2) Under the Company’s nonemployee director compensation program, Dr. Duhay, Dr. Shrivastava, Mr. Gray and Mr. Jenusaitis were each granted 395 options to purchase shares of our common stock on December 5, 2023, as part of their compensation for the year ending December 31, 2023, at an exercise price of $125.65 per share. The options were valued at $94.72 per share as of the date of the grant and will vest in equal quarterly portions starting on March 31, 2024 and through December 31, 2024, such that they were fully vested as of December 31, 2024. The grant date value of each grant determined in accordance with FASB ASC Topic 718 was $37,500. |

  42. Director Compensation

    | (3) Under the Company’s nonemployee director compensation program, Dr. Duhay, Dr. Shrivastava, Mr. Gray and Mr. Jenusaitis were each granted 3,882 options to purchase shares of our common stock on December 11, 2025, as part of their compensation for the year ending December 31, 2025, at an exercise price of $12.32 per share. The options were valued at $9.66 per share as of the date of the grant and will vest in equal quarterly portions starting on March 31, 2026 and through December 31, 2026, such that they will fully vest by December 31, 2026. The grant date value of each grant determined in accordance with FASB ASC Topic 718 was $37,500. |