DEF 14A of Starling Oncology, Inc., Mar 27, 2025

DEF 14A of Starling Oncology, Inc.

Filed Mar 27, 2025 · FY20240001193125-25-064588

Open on EDGAR

  1. Directors and Nominees

    Directors and Nominees The following table and biographical information set forth certain information about Richard Barasch, Brad Hively, Karen Johnson, Mohit Kaushal, Gabriel Ling, Anne McGeorge, Mark Pacala and Daniel Virnich. Such information is current as of the record date. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should be nominated to serve on our Board of Directors in light of our business. There is no family relationship between any of our executive officers, directors, or director nominees. Five of the eight director nominees, Richard Barasch, Brad Hively, Karen Johnson, Mohit Kaushal and Anne McGeorge have each served as a director of the Company since November 12, 2021. Two of the eight director nominees, Gabriel Ling and Mark Pacala, have each served as a director of the Company since September 21, 2022. One of the eight director nominees, Daniel Virnich, has served as a director of the Company since June 13, 2024. We were originally incorporated in Delaware on November 19, 2019 as a special purpose acquisition company (f/k/a DFP Healthcare Acquisition Corp.). On November 12, 2021, we consummated our business combination with TOI Parent, Inc. (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated as of June 28, 2021 (the “Merger Agreement”), by and among DFP Healthcare Acquisitions Corp., Orion Merger Sub I, Inc., Orion Merger Sub II, LLC and TOI Parent, Inc. In connection with the closing of the Business Combination, TOI Parent, Inc. (“Legacy TOI”) became our wholly-owned subsidiary, and we changed our name to The Oncology Institute, Inc.

  2. Directors and Nominees

    | Name | Age | Position | | Richard Barasch | 71 | Chairman of the Board | | Brad Hively | 46 | Vice Chairman of the Board | | Karen Johnson | 64 | Director | | Mohit Kaushal | 46 | Director | | Gabriel Ling | 43 | Director | | Anne McGeorge | 64 | Director | | Mark Pacala | 69 | Director | | Daniel Virnich | 46 | Director |

  3. Directors and Nominees

    Richard Barasch has served as our Chairman since the formation of the Company in November 2019. He served as the Chairman, President and Chief Executive Officer of DFP Healthcare Acquisitions Corp. (“DFP”) from its formation in November 2017 until the closing of its initial business combination with AdaptHealth Corp. in November 2019. Since the merger, Mr. Barasch has continued to serve as AdaptHealth’s Chairman. In addition, he served as Executive Chairman of Deerfield Healthcare Technology Acquisitions Corp. (“DFHT”) until the closing of its initial business combination with IMC Medical Group Holdings, LLC (“IMC”) and CareMax Medical Group, L.L.C. (together with IMC, “CareMax”), which Mr. Barasch served as Executive Chairman until February 2022. Mr. Barasch was Chief Executive Officer of Universal American Corp., a publicly-traded health insurance and services company focused on the senior market and government programs, from 1995 until Universal American’s acquisition by WellCare Health Plans in May 2017. He is also founding partner of RAB Ventures LLC, formed to invest in growth healthcare companies. He serves on the Board of Advisors, Mailman School of Public Health, Columbia University, and the Advisory Board of the Health Policy and Management program at the Mailman School of Public Health. Currently, his public company directorships include our Company and AdaptHealth, and he also serves on the board of one private company. Through these activities, Mr. Barasch has developed an extensive network of contacts throughout the healthcare industry and speaks regularly at industry conferences as a healthcare services expert. Mr. Barasch graduated from Swarthmore College and Columbia University Law School. Mr. Barasch was selected to serve on the board of directors due to his significant experience managing and investing in healthcare companies. Brad Hively has served as a director on our Board since November 2021 and from November 2021 through June 30, 2023, he also served as our Chief Executive Officer. Effective June 30, 2023, Mr. Hively transitioned from serving as our Chief Executive Officer to serving as the Vice Chairman of the Board. Mr. Hively also previously served as a member of the board of directors for Legacy TOI from 2018 until the closing of the Business Combination in November 2021 and as Chief Executive Officer of Legacy TOI from 2019 until the closing of the Business Combination. Prior to joining Legacy TOI, Mr. Hively served as a principal for RLH Equity Partners (“RLH”) from 2016 to 2019 and continues to serve as a Strategic Advisor for RLH. Mr. Hively served as President of Health Essentials, which provided high-touch, value-based care to post-acute and palliative care patients from 2014 to 2015. Prior to Health Essentials, from 2009 to 2014, Mr. Hively served as Senior Vice President of Operations at Heritage Provider Network, one of the largest physician groups in the U.S., and one of the pioneers of value-based care. Mr. Hively also held roles with several leading private equity firms, including TA Associates, General Atlantic, and RLH. He currently serves on the board of various private companies, including Unio Health Partners, Sequel Ortho (f/k/a Ortho Nebraska) and US Neurology Associates, where he serves as Chairman.. Mr. Hively holds a B.A. in Business Economics from the University of California, Los Angeles and an MBA from the Stanford University Graduate School of Business. Mr. Hively was selected to serve on the board of directors due to his significant experience managing healthcare companies. Karen M. Johnson has served as a director on our Board since November 2021 upon closing of the Business Combination. Ms. Johnson is Interim CEO of Clever Care Health Plan, a Medicare advantage plan, where she leads the long term strategic business direction and managerial decisions. Prior to her current role, she was the Medicare Officer at Health Net, a Centene Corporation company, where she led the building of business strategies and operations for the Medicare line of business. Prior to that role, Ms. Johnson served as Medicare Regional President for WellCare (acquired by Centene) for Arizona, California, Hawaii, Missouri and Washington from 2016 to 2020. In this role, she oversaw finances, network growth and provider relations, among other duties. Prior to her role at WellCare, Ms. Johnson served as Senior Vice President of Clinical Services at Health Essentials. While in this role, she launched a clinical care model, driven by a home-based supportive care program designed to support high-risk patients and end-of-life care. Prior to her role at Health Essentials, Ms. Johnson was an executive with UnitedHealthcare, where she worked to drive growth in their government sponsored programs. Ms. Johnson earned a Bachelor of Science degree in nursing from the University of Michigan and a Juris Doctorate from Michigan State College of Law. She also holds an Executive Certificate from the Wharton School of Business. She has served on the board of directors for several private organizations, and currently serves on the Board of Clever Care Health Plan, Med Tech Innovators, ADEii Health, Bon Secours Mercy Foundation and March of Dimes. She has previously served on the boards of Boys and Girls Clubs of America, ONEgeneration, The YWCA, Planned Parenthood, St. Luke’s Foundation, United Way and the American Diabetes Association. Ms. Johnson was selected to serve on the board of directors due to her extensive experience in operational leadership roles at healthcare services companies. Dr. Mohit Kaushal has served as a director of our Board since March 2020. He has had an extensive career within investing, clinical medicine and public policy. He was a partner in Aberdare Ventures from 2013 to 2014. During his time in the Obama administration, he was a member of the White House Health IT task force; a cross-agency team implementing the technology aspects of the Affordable Care Act and testified to Congress on the application of technology and payment reform to the Medicare population. He also built and led the first dedicated healthcare team at the Federal Communications Commission, where his team initiated collaboration with the Food and Drug Administration (“FDA”) for the regulatory streamlining of converged telecommunications, data analytics and medical devices leading to the release of the mobile medical applications guidance by the FDA. In addition, his team reformed the Rural Healthcare Fund to create the Healthcare Connect Fund, which aligned the funding mechanism with wider healthcare payment policy and technology reform. Dr. Kaushal is a lead investor, board member or advisor to numerous transformational healthcare companies, including Emyria Pty Ltd., a company whose securities are publicly-traded on the Australian Securities Exchange. He is on the board of various private entities, and he previously served on the board of Oak Street Health, a publicly-held network of primary care clinics, from 2016 until it was acquired by CVS Health in 2023. Dr. Kaushal is an emergency room physician, holds an MBA from Stanford Graduate School of Business and an MD with distinction from Imperial College of Science, Technology and Medicine, London. He is an Adjunct Professor at Stanford University with a joint position within the newly created Biomedical Data Science. Dr. Kaushal was selected to serve on the board of directors due to his significant management experience in the healthcare and technology industries.

  4. Directors and Nominees

    Gabriel Ling has served as a director on our Board since September 2022. Since May 2017, he has served as the Co-Founder of M33 Growth, LLC, a Boston-based venture capital and growth equity firm that invests in emerging technology and healthcare companies and partners with founders to rapidly grow their businesses. Mr. Ling has led investments in companies including our Company, Acclivity Health Solutions, Inc., Dependable Health Services, YAPI, Inc., and RHI Group. Before starting M33 Growth, he was a Partner at General Catalyst, a leading venture capital firm where he spent over a decade helping entrepreneurs build their companies. While at General Catalyst, he served on several boards including Datalogix Inc. (acquired by Oracle Corporation), CLEAResult Consulting, Inc. (acquired by General Atlantic LLC), Oceans Healthcare (acquired by Webster Capital), OGSystems (acquired by Parsons Corporation), and Brighter Inc. (acquired by Cigna Corporation). He currently sits on the boards of multiple private companies. Mr. Ling holds a Bachelor of Arts from Yale University. Mr. Ling was selected to serve on the board of directors due to his significant experience managing and investing in the healthcare and technology industries. Anne McGeorge has served as a director on our Board since November 2021 and has over 35 years of experience providing strategic guidance and operational and financial oversight to health care organizations. Ms. McGeorge has served as an adjunct professor at the University of North Carolina’s School of Public Health since August 2005. Ms. McGeorge currently serves on the board of directors and as the chair of the Audit Committee of Dianthus Therapeutics, a publicly held clinical-stage biotechnology company, and from October 2020 to April 2022 served on the board of directors and as the chair of the Audit Committee of SOC Telemed, a publicly held specialty telemedicine company. She also serves on the board of directors and as the chair of the Audit Committee of Nimbus Therapeutics and CitiusTech, both privately held healthcare companies. Before her retirement in July 2017, Ms. McGeorge served as Managing Partner of Grant Thornton LLP’s Health Care Industry Practice from 2006 to July 2017 and as Global Managing Partner for Grant Thornton International’s Health Care Industry Practice from 2015 to July 2017. Ms. McGeorge was formerly a partner at Deloitte LLP and Arthur Andersen LLP. Ms. McGeorge was selected to serve on the board of directors due to her significant finance, accounting, and risk management experience. Mark Pacala has served on our Board since September 2022 and previously served on the board of Legacy TOI from 2018 to 2020. Since 2022, Mr. Pacala has been serving as a Senior Advisor of a number of private equity firms, including Iron Point Partners, New Spring Capital Health, Archimedes Health Investors and Harkness Capital Partners. He also serves on the board of several private portfolio companies in the healthcare industry. Previously, Mr. Pacala held leadership positions in the Marriott Corporation and the Walt Disney Corporation. Mr. Pacala holds a B.A. in Economics from Hamilton College and an MBA from Harvard Business School. Mr. Pacala was selected to serve on the board of directors due to his experience working with and serving as a director of a number of healthcare companies. Daniel Virnich has served as our Chief Executive Officer since June 2023, and before that, as our President since March 2022 and our Chief Operating Officer since 2020. Prior to joining the Company, from 2018 to 2019, Dr. Virnich was the market president of DaVita Medical Group, Florida region, a Medicare Advantage at-risk provider group serving over 90,000 Medicare Advantage members with over 1,400 teammates and clinicians. Prior to this role, Dr. Virnich was a Senior Vice President of Operations in the California region with DaVita Medical Group from 2015 to 2018. Dr. Virnich previously served as the Chief Medical Officer of TeamHealth Acute Care Services, working with hospitals and healthcare systems across 26 states. Dr. Virnich holds a BA in Biology from The University of Chicago, an MD from the Pritzker School of Medicine at the University of Chicago where he was elected to Alpha Omega Alpha, and an MBA from Kellogg School of Management at Northwestern University. We believe that due to Dr. Virnich’s demonstrated experience and leadership skills, and because of his current role as our Chief Executive Officer, Dr. Virnich is well positioned to bring key experience and insights into the boardroom and to the daily operations of our Company.

  5. Compensation Committee

    | • | making recommendations to our Board of Directors regarding the compensation of our directors; |

  6. Compensation Committee

    | • | appointing and overseeing any compensation consultants. |

  7. Effects of the 2025 Reverse Stock Split

    Effects of the 2025 Reverse Stock Split Effects of the 2025 Reverse Stock Split on Issued and Outstanding Shares. If the 2025 Reverse Stock Split is effected, it will reduce the total number of issued and outstanding shares of Common Stock by a 2025 Reverse Stock Split ratio of between 1-for-5 and 1-for-40. Accordingly, each of our stockholders will own fewer shares of Common Stock as a result of the 2025 Reverse Stock Split. However, the 2025 Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in our Company, except to the extent that the 2025 Reverse Stock Split would result in an adjustment to a stockholder’s ownership of Common Stock due to the treatment of fractional shares in the 2025 Reverse Stock Split. Therefore, voting rights and other rights, powers and preferences of the holders of Common Stock will not be affected by the 2025 Reverse Stock Split (other than as a result of the treatment of fractional shares). Common Stock issued pursuant to the 2025 Reverse Stock Split will remain fully paid and nonassessable, and the par value per share of Common Stock will remain $0.0001. For purposes of illustration, if the 2025 Reverse Stock Split is effected at a ratio of 1-for-5, 1-for-25 or 1-for-40, the number of issued and outstanding shares of Common Stock after the 2025 Reverse Stock Split would be approximately 15,150,646 shares, 3,030,129 shares and 1,893,831 shares, respectively, based on the number of shares outstanding as March 17, 2025. We are currently authorized to issue a maximum of 500,000,000 shares of our Common Stock. As of March 17, 2025, there were 75,753,229 shares of our Common Stock outstanding. Although the number of authorized shares of our Common Stock will not change as a result of the 2025 Reverse Stock Split, the number of shares of our Common Stock issued and outstanding will be reduced in proportion to the ratio selected by the Board. Thus, the 2025 Reverse Stock Split will effectively increase the number of authorized and unissued shares of our Common Stock available for future issuance by the amount of the reduction effected by the 2025 Reverse Stock Split. Following the 2025 Reverse Stock Split, the Board will have the authority, subject to applicable securities laws, to issue all authorized and unissued shares without further stockholder approval, upon such terms and conditions as the Board deems appropriate. Effect on Equity Compensation Plan, Outstanding Options and RSUs If the 2025 Reverse Stock Split is approved and effected, the total number of shares of Common Stock reserved for issuance under The Oncology Institute, Inc. 2021 Incentive Award Plan (the “2021 Plan”), the TOI Parent, Inc. 2019 Non-Qualified Stock Option Plan (the “2019 Plan”) and the 2021 ESPP would be reduced in proportion to the ratio selected by the Board. As of March 17, 2025, there were a total of (i) 6,730,033 shares of Common Stock reserved for issuance upon the exercise of stock options and the settlement of restricted stock units (“RSUs”) outstanding under the 2019 Plan; (ii) 5,757,488 shares of Common Stock remained available for future awards under the 2019 Plan; (iii) 17,722,417 shares of Common Stock reserved for issuance upon the exercise of stock options and the settlement of RSUs outstanding under the 2021 Plan; (iv) 13,617,301 shares of Common Stock remained available for future awards under the 2021 Plan; and (v) 3,591,088 shares of Common Stock reserved for issuance under the 2021 ESPP. Following the 2025 Reverse Stock Split, if any, such reserves would be reduced to (i) between approximately 143,937 shares and approximately 1,151,498 shares of Common Stock that would be available for future grants and awards under our 2019 Plan; (ii) between approximately 340,433 shares and approximately 2,723,460 shares of Common Stock that would be available for future grants and awards under our 2021 Plan; and (iii) between approximately 89,777 shares and approximately 718,218 shares of Common Stock that would be available for future grants and awards under our 2021 ESPP, depending on the reverse stock split ratio fixed by the Board within the range approved by our stockholders and without taking into account the evergreen increase in the number of shares available for future issuance that may be added to the 2021 Plan and ESPP in January 2026. Under the terms of our outstanding options and RSUs, the 2025 Reverse Stock Split would adjust and proportionately reduce the number of shares of Common Stock issuable upon exercise or settlement, as applicable, of such options and RSUs in the same ratio of the 2025 Reverse Stock Split and, correspondingly, would proportionately increase the exercise price of such options. The number of shares of Common Stock issuable upon exercise or settlement of outstanding options and RSUs and the exercise or purchase price related thereto, as applicable, would be equitably adjusted in accordance with the terms of the applicable plan, which may include rounding the number of shares of Common Stock issuable to the nearest whole share. Effect on Common Stock Warrants If the 2025 Reverse Stock Split is effected, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise of our outstanding warrants. This will result in approximately the same aggregate price being required to be paid under such securities upon exercise or conversion, and approximately the same value of shares of Common Stock being delivered upon such exercise immediately following the 2025 Reverse Stock Split as was the case immediately preceding the 2025 Reverse Stock Split. The number of shares reserved for issuance pursuant to these securities will be proportionately adjusted based on the final ratio determined by the Board, subject to our treatment of fractional shares. Potential Anti-Takeover Effect The 2025 Reverse Stock Split would result in an increase in the proportion of authorized but unissued shares of Common Stock relative to our outstanding shares, which could be construed as having an anti-takeover effect. The Board has not proposed the 2025 Reverse Stock Split with the intention of discouraging tender offers or takeover attempts of the Company. However, the availability of additional authorized shares for issuance as a result of the 2025 Reverse Stock Split could, under certain circumstances, discourage or make more difficult efforts to obtain control of the Company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent the Board from taking any appropriate actions consistent with its fiduciary duties. Effects of the 2025 Reverse Stock Split on Voting Rights Proportionate voting rights and other rights of the holders of Common Stock would not be affected by the 2025 Reverse Stock Split (other than as a result of the treatment of fractional shares). For example, a holder of 1% of the voting power of the outstanding Common Stock immediately prior to the effective time of the 2025 Reverse Stock Split would continue to hold 1% of the voting power of the outstanding Common Stock after the 2025 Reverse Stock Split. Effects of the 2025 Reverse Stock Split on Regulatory Matters The Company is subject to the periodic reporting and other requirements of the Exchange Act. The 2025 Reverse Stock Split will not affect the Company’s obligation to publicly file financial and other information with the SEC. Effects of the 2025 Reverse Stock Split on Authorized Share Capital The total number of shares of capital stock that we are authorized to issue and the par value of our capital stock will not be affected by the 2025 Reverse Stock Split.

  8. Treatment of Fractional Shares in the 2025 Reverse Stock Split

    | • | rounded down to the nearest whole share of Common Stock, if such shares are subject to an award granted under the Incentive Plan, in order to comply with the requirements of Sections 409A and 424 of the Code. |

  9. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Certain of our officers and directors have an interest in the 2025 Reverse Stock Split Proposal as a result of their ownership of shares of Common Stock. However, we do not believe that our officers or directors have interests in the 2025 Reverse Stock Split Proposal that are different than or greater than those of any of our other stockholders.

  10. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION Our Named Executive Officers for the year ended December 31, 2024 include Daniel Virnich, our Chief Executive Officer, and Jeremy Castle and Yale Podnos, our two most highly compensated executive officers other than our current Chief Executive Officer, who were serving as executive officers as of December 31, 2024, and Mihir Shah, our previous Chief Financial Officer during 2024 (collectively, the “Named Executive Officers”). To date, the compensation packages for our Named Executive Officers primarily consist of base salary, an annual cash incentive bonus, restricted stock unit and stock option awards and health and welfare benefits.

  11. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of the Named Executive Officers for the years ended December 31, 2024 and 2023:

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation | Total | | Daniel Virnich | 2024 | $475,000 | $217,051 | $118,316 | $295,791 | $— | $12,200(6) | $1,118,358 | | | 2023 | $455,000 | $147,420 | $55,288 | $138,221 | $— | $12,200(6) | $808,129 | | Jeremy Castle | 2024 | $375,000 | $100,950 | $41,792 | $104,478 | $— | $—(6) | $622,220 | | | 2023 | $375,000 | $33,273 | $21,101 | $52,752 | $— | $—(6) | $486,126 | | Yale Podnos | 2024 | $407,000 | $154,564 | $10,448 | $26,120 | $— | $12,200(6) | $610,332 | | | 2023 | $395,000 | $128,160 | $15,978 | $39,946 | $— | $12,200(6) | $591,284 | | Mihir Shah(5) | 2024 | $405,000 | $— | $90,270 | $225,674 | $— | $12,200(6) | $733,144 | | | 2023 | $405,000 | $97,426 | $84,748 | $211,869 | $— | $2,700(6) | $801,743 |

  13. Summary Compensation Table

    | (1) Amounts reflect annual base salary, as further described below. 2024 bonuses were paid in 2025. |

  14. Summary Compensation Table

    | (2) Amounts reflect the aggregate grant date fair value of restricted stock units issued to the Named Executive Officers computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 14 of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 26, 2025 for a discussion of the relevant assumptions used in calculating these amounts. |

  15. Summary Compensation Table

    | (3) Amounts reflect the aggregate grant date fair value of stock options issued to the Named Executive Officers computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 14 of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 26, 2025 for a discussion of the relevant assumptions used in calculating these amounts. |

  16. Summary Compensation Table

    | (4) Amounts reflect annual cash incentives earned by each Named Executive Officer in the applicable year, based on the achievement of pre-established performance goals, as further described below in “—Bonuses.” |

  17. Summary Compensation Table

    | (5) Mr. Shah stepped down as the Company’s Chief Financial Officer as of October 14, 2024. |

  18. Summary Compensation Table

    | (6) Amounts reflect employer matching contributions paid pursuant to our 401(k) plan. |

  19. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of our Common Stock underlying outstanding equity incentive plan awards for each Named Executive Officer as of December 31, 2024:

  20. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Daniel Virnich | 3/1/2020(1) | 251,603 | — | — | $0.86 | 3/1/2030 | — | — | — | — | | | 3/1/2020(2) | 403,006 | — | — | $0.86 | 3/1/2030 | — | — | — | — | | | 3/21/2022(3) | 159,944 | 53,315 | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(4) | — | — | — | $— | — | 10,504 | $3,246 | — | — | | | 11/17/2022(5) | 101,771 | 101,772 | — | $1.87 | 11/17/2032 | — | — | — | — | | | 11/17/2022(6) | — | — | — | $— | — | 20,051 | $6,196 | — | — | | | 3/17/2023(11) | 71,840 | 215,521 | — | $0.481 | 3/17/2033 | — | — | — | — | | | 3/17/2023(12) | — | — | — | — | — | 86,208 | $26,638 | — | — | | | 5/21/2024(15) | — | 496,293 | — | $2.00 | 5/21/2034 | — | — | — | — | | | 5/21/2024(16) | — | — | — | — | — | 198,517 | $61,342 | — | — | | Jeremy Castle | 11/30/2023(13) | 7,712 | 23,137 | — | $1.71 | 11/30/2033 | — | — | — | — | | | 11/30/2023(14) | — | — | — | — | — | 9,255 | $2,860 | — | — | | | 5/21/2024(15) | — | 175,299 | — | $2.00 | 5/21/2034 | — | — | — | — | | | 5/21/2024(16) | — | — | — | — | — | 70,120 | $21,667 | — | — | | Mihir Shah | 5/19/2022(7) | 81,519 | — | — | $7.58 | 5/19/2032 | — | — | — | — | | | 5/19/2022(8) | — | — | — | $— | — | — | $— | — | — | | | 11/17/2022(5) | 23,604 | — | — | $1.87 | 11/17/2032 | — | — | — | — | | | 11/17/2022(6) | — | — | — | $— | — | — | $— | — | — | | | 3/17/2023(11) | 110,119 | — | — | $0.481 | 3/17/2033 | — | — | — | — | | | 3/17/2023(12) | — | — | — | $— | — | — | $— | — | — | | | 5/21/2024(15) | — | — | — | $2.00 | 5/21/2034 | — | — | — | — | | | 5/21/2024(16) | — | — | — | — | — | — | $— | — | — | | Yale Podnos | 2/19/2020(1) | 54,541 | — | — | $0.86 | 2/19/2030 | — | — | — | — | | | 1/12/2021 | 22,853 | 522 | — | $0.86 | 1/12/2031 | — | — | — | — | | | 12/2/2019(2) | 68,208 | — | — | $0.86 | 12/2/2029 | — | — | — | — | | | 3/21/2022(3) | 8,238 | 2,764 | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(9) | 32,281 | 32,286 | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(11) | — | — | — | $— | — | 541 | $167 | — | — | | | 3/21/2022(10) | — | — | — | $— | — | 6,361 | $1,966 | — | — | | | 11/17/2022(5) | 35,947 | 35,948 | — | $1.87 | 11/17/2032 | — | — | — | — | | | 11/17/2022(6) | — | — | — | $— | — | 7,082 | $2,188 | — | — | | | 3/17/2023(11) | 20,761 | 62,286 | — | $0.481 | 3/17/2033 | — | — | — | — | | | 3/17/2023(12) | — | — | — | $— | — | 24,915 | $7,699 | — | — | | | 5/21/2024(15) | — | 43,825 | — | $2.00 | 5/21/2034 | — | — | — | — | | | 5/21/2024(16) | — | — | — | — | — | 17,530 | $5,417 | — | — |

  21. Outstanding Equity Awards at Fiscal Year-End

    | (1) All of the shares subject to this option grant are fully vested as of December 31, 2024. |

  22. Outstanding Equity Awards at Fiscal Year-End

    | (2) This stock option was originally performance based, but in connection with the Business Combination, now vests pro rata monthly for 36 months on the 12th day of each succeeding month, subject to the executive’s continued service with the Company through the applicable vesting date. |

  23. Outstanding Equity Awards at Fiscal Year-End

    | (3) This stock option vests in four equal annual installments on each of the first four anniversaries of the Closing Date, with all options becoming fully vested on November 12, 2025, subject to the executive’s continued service with the Company through each applicable vesting date. |

  24. Outstanding Equity Awards at Fiscal Year-End

    | (4) These restricted stock units (“RSUs”) vest in four equal annual installments on each of the first four anniversaries of the Closing Date, with all RSUs becoming fully vested on November 12, 2025, subject to the executive’s continued service with the Company through each applicable vesting date |

  25. Outstanding Equity Awards at Fiscal Year-End

    | (5) This stock option vests in four equal annual installments on each of the first four anniversaries of November 17, 2022, with all options becoming fully vested on November 17, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |

  26. Outstanding Equity Awards at Fiscal Year-End

    | (6) These RSUs vest in four equal annual installments on each of the first four anniversaries of November 17, 2022, with all RSUs becoming fully vested on November 17, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |

  27. Outstanding Equity Awards at Fiscal Year-End

    | (7) This stock option vests in four equal annual installments on each of the first four anniversaries of May 19, 2022, with all options becoming fully vested on May 19, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |

  28. Outstanding Equity Awards at Fiscal Year-End

    | (8) These RSUs vest in four equal annual installments on each of the first four anniversaries of May 19, 2022, with all RSUs becoming fully vested on May 19, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |

  29. Outstanding Equity Awards at Fiscal Year-End

    | (9) The stock options vest as to 1/3rd of the options granted on the second anniversary of November 12, 2021 (the Vesting Commencement Date), with the remaining options vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all options becoming fully vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date. |

  30. Outstanding Equity Awards at Fiscal Year-End

    | (10) Represents RSUs with 1/3rd of the RSUs vesting on the second anniversary of the Vesting Commencement Date, with the remaining RSUs vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all RSUs becoming fully vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date. |

  31. Outstanding Equity Awards at Fiscal Year-End

    | (11) The stock options vest in four equal annual installments on each of the first four anniversaries of the Vesting Commencement Date, with all options becoming fully vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date. |

  32. Outstanding Equity Awards at Fiscal Year-End

    | (12) These RSUs vest in four equal annual installments on each of the first four anniversaries of March 17, 2023, with all RSUs becoming fully vested on March 24, 2027, subject to continued service with the Company through each applicable vesting date. |

  33. Outstanding Equity Awards at Fiscal Year-End

    | (13) The stock options vest in four equal annual installments on each of the first four anniversaries of November 30, 2023 (the Vesting Commencement Date), with all options becoming fully vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date, subject to continued service with the Company through each applicable vesting date. |

  34. Outstanding Equity Awards at Fiscal Year-End

    | (14) These RSUs vest in four equal annual installments on each of the first four anniversaries of November 30, 2023, with all RSUs becoming fully vested on November 30, 2027, subject to continued service with the Company through each applicable vesting date. |

  35. Outstanding Equity Awards at Fiscal Year-End

    | (15) The stock options vest in four equal annual installments on each of the first four anniversaries of May 21, 2024 (the Vesting Commencement Date), with all options becoming fully vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date, subject to continued service with the Company through each applicable vesting date. |

  36. Outstanding Equity Awards at Fiscal Year-End

    | (16) These RSUs vest in four equal annual installments on each of the first four anniversaries of May 21, 2024, with all RSUs becoming fully vested on May 21, 2028, subject to continued service with the Company through each applicable vesting date, subject to continued service with the Company through each applicable vesting date. |

  37. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION We maintain a non-employee director compensation policy that provides for annual retainer fees and long- term equity awards for our non-employee directors. In 2024, each non-employee director received an annual cash retainer of $75,000, pro-rated to reflect actual time served as a non-employee director. Commencing in 2023, the non-employee directors also received annual grants of RSUs in the aggregate dollar amount of $100,000 (the “Annual Awards”). In addition, a non-employee director serving as the chairperson of the audit, compensation, compliance and nominating and corporate governance committees received additional annual equity retainers payable in RSUs as follows: (i) for the audit committee, $30,000; and (ii) for the remaining committees, $20,000. A non-employee director serving as a member of the audit, compensation, compliance and nominating and corporate governance committees received additional annual equity retainers payable in $15,000 in value of RSUs for audit committee members and $10,000 in value of RSUs for the remaining committees. In each instance, the actual number of shares was determined by dividing the dollar amount by the closing price of our Common Stock on the grant date. Mr. Barasch, our Chairman of the Board received a single RSU grant of 80,000 RSUs in November 2024 which reflected his additional service as Chairman. In 2024, the RSU awards were made in November 2024, which award will vest on the date of this Annual Meeting, subject to the non-employee director’s continued service to the Company on such date. If a non-employee director is asked to resign or is removed from the Board during the 12 months commencing on or following a change in control of our Company, then all of the non-employee director’s equity awards will vest in full. The following individuals served as non-employee directors of the Company in 2024: Richard Barasch, Maeve O’Meara Duke, Brad Hively, Karen Johnson, Mohit Kaushal, Gabriel Ling, Anne McGeorge and Mark Pacala. Ms. O’Meara Duke resigned from the Board as of January 1, 2025. The following table sets forth information concerning the compensation for our non-employee directors during the year ended December 31, 2024. In addition to the cash fees and awards of RSUs noted in the table, we also reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of the Board and its committees. The following table summarizes compensation received by our non-employee directors for services rendered during the year ended December 31, 2024.

  38. 2024 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Richard Barasch | — | $12,400 | — | 12,400 | | Maeve O’Meara Duke | 75,000 | — | — | 75,000 | | Brad Hively | 75,000 | $6,820 | — | 81,820 | | Karen Johnson | 75,000 | $8,060 | — | 83,060 | | Mohit Kaushal | 75,000 | $8,680 | — | 83,680 | | Gabriel Ling | 75,000 | $6,200 | — | 81,200 | | Anne McGeorge | 75,000 | $8,680 | — | 83,680 | | Mark Pacala | 75,000 | $7,750 | — | 82,750 |

  39. 2024 DIRECTOR COMPENSATION

    | (1) Amounts reflect the aggregate grant date fair value of stock awards issued to the directors computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 14 of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 26, 2025 for a discussion of the relevant assumptions used in calculating these amounts. |

  40. 2024 DIRECTOR COMPENSATION

    The table below shows the aggregate numbers of unvested RSU awards held as of December 31, 2024 by each non-employee director served in such capacity during the year ended December 31, 2024.

  41. 2024 DIRECTOR COMPENSATION

    | Name | Unvested Restricted Stock Units Outstanding at Fiscal Year End | | Richard Barasch | 80,000 | | Maeve O’Meara Duke | — | | Brad Hively | 44,000 | | Karen Johnson | 52,000 | | Mohit Kaushal | 56,000 | | Gabriel Ling | 40,000 | | Anne McGeorge | 56,000 | | Mark Pacala | 50,000 |