DEF 14A of DBV Technologies S.A., May 15, 2025

DEF 14A of DBV Technologies S.A.

Filed May 15, 2025 · FY20240001193125-25-120788

Open on EDGAR

  1. Board of Directors

    Board of Directors Our business affairs are managed under the direction of our Board of Directors, which is currently composed of ten members. Nine of our directors are independent within the meaning of the listing standards of Nasdaq. In accordance with article L.225-18-1 of the French Commercial Code, the number of directors of each gender may not be less than 40%. The following table sets forth the names, ages as of April 15, 2025, and certain other information for each of the nominees for director, each of the continuing members of our Board of Directors:

  2. Board of Directors

    | Name | Age | Position | Term Expires | | Nominees for director | | | | | Michel de Rosen (2) (3) | 74 | Non-Executive Chairman of the Board | 2025 | | Timothy E. Morris (1) (4) | 63 | Director | 2025 | | Daniel B. Soland (2) | 67 | Director | 2025 | | Continuing directors | | | | | Daniele Guyot-Caparros (1) (2) | 66 | Director | 2027 | | Adora Ndu (1) | 44 | Director | 2027 | | Julie O’Neill (2) (5) | 59 | Director | 2027 | | Ravi M. Rao (3) | 57 | Director | 2027 | | Daniel Tassé | 65 | Chief Executive Officer and Director | 2026 | | Maïlys Ferrère (3) | 62 | Director | 2026 | | Michael J. Goller (3) (6) | 50 | Director | 2026 |

  3. Board of Directors

    | (1) Member of our audit committee (the “Audit Committee”) |

  4. Board of Directors

    | (2) Member of our compensation committee (the “Compensation Committee”) |

  5. Board of Directors

    | (3) Member of our nominating and governance committee (the “Nominating and Governance Committee”). |

  6. Board of Directors

    | (4) Chairman of our Audit Committee |

  7. Board of Directors

    | (5) Chairman of our Compensation Committee |

  8. Board of Directors

    | (6) Chairman of our Nominating and Governance Committee |

  9. Board of Directors

    As previously announced in a press release issued on March 27, 2025, the Company had intended to propose the nomination of Ms. Christiana Bardon, as a new director to the Board of Directors at the 2025 Annual General Meeting. On the recommendation of Ms. Bardon, the Nominating and Governance Committee and the Board of Directors agreed that it would be in the best interest of the Company to appoint an independent director to the Board. Therefore, the nomination of Ms. Christiana Bardon, as a new director to the Board of Directors, will not be submitted to the 2025 Annual General Meeting. Nominees for director: Michel de Rosen has served as a member of our Board of Directors since May 2018 and as Non-Executive Chairman of our Board of Directors since March 2019. Mr. de Rosen also serves on the board of directors of Forvia, a publicly traded French global automotive supplier, and previously served on the board of Pharnext SA, a publicly traded French biopharmaceutical company until 2022. Mr. de Rosen previously served on the board of directors of Idorsia Pharmaceuticals Ltd., a publicly traded Swiss biopharmaceutical company, from 2020 to 2021. Mr. de Rosen served as Chairman and Chief Executive Officer of Eutelsat, a publicly traded French satellite operator, from 2009 until his retirement in November 2017, Chairman and Chief Executive Officer of ViroPharma Incorporated, a U.S. biopharmaceutical company that was publicly traded prior to its acquisition by Shire plc, from 2000 to 2008, and Chairman and Chief Executive Officer of Rhone-Poulenc Santé, a French chemical and pharmaceutical company, from 1993 to 1999. He has also held numerous positions at the French Ministries of Finance, Defense, Industry and Telecommunication. Mr. de Rosen holds an M.B.A. from HEC and an M.B.A. from Ecole Nationale d’Administration. The Board of Directors believes that Mr. de Rosen’s extensive business experience in the biopharmaceutical industry and over 15 years’ experience in the United States will be instrumental to the success of our objectives. Timothy E. Morris has served as a member of our Board of Directors since March 2021. Mr. Morris served as Chief Financial Officer of Opthea Limited from October 2022 to October 2023. Previously he served as Chief Operating Officer and Chief Financial Officer of Humanigen, Inc, a publicly traded U.S. biopharmaceutical company, since August 2020. He previously served as the Chief Financial Officer of Iovance Biotherapeutics, Inc., a publicly traded U.S. biopharmaceutical company, from August 2017 to June 2020 and as the Chief Financial Officer and Head of Business Development of AcelRx Pharmaceuticals, Inc., a publicly traded U.S. specialty pharmaceutical company, from March 2014 to June 2017. Mr. Morris serves on the board of directors of Aquestive Therapeutics, Inc. (NASDAQ: AQST), Univercells SA, a Belgian biomanufacturing company, and Humanetics Corporation, a U.S. pharmaceutical company, and he previously served as a member of the board of directors of Humanigen, Inc. from June 2016 to August 2020. Mr. Morris is the sole member of Aacolade Pharma LLC. Mr. Morris previously served on the board of directors of PAION Inc., a subsidiary of PAION AG, a German publicly traded specialty pharmaceutical company. Mr. Morris received his BS in Business with an emphasis in Accounting from California State University, Chico, and is a Certified Public Accountant (Inactive). The Board of Directors believes that Mr. Morris’ extensive operational experience with public companies in the biopharmaceutical industry, particularly in the areas of finance and corporate development, allows him to make valuable contributions to the Board of Directors. Daniel B. Soland has served as a member of our Board of Directors since March 2015. Mr. Soland previously served as Senior Vice President and Chief Operating Officer of Idera Pharmaceuticals, Inc., a publicly traded U.S. biopharmaceutical company until October 2022. Mr. Soland also previously served as Senior Vice President and Chief Operating Officer of ViroPharma Incorporated from March 2008 to December 2014, a U.S. biopharmaceutical company that was publicly traded prior to its acquisition by Shire plc, and currently serves on the board of directors of Acadia Pharmaceuticals Inc., a publicly traded U.S. biopharmaceutical company. He previously served on the board of directors of Kalvista Pharmaceuticals, Inc., a publicly traded U.S. pharmaceutical company. In addition to his role at ViroPharma Incorporated, where he helped build the organizational and commercial infrastructure that resulted in an 11-fold increase in ViroPharma Incorporated’s share price during his tenure, Mr. Soland previously served as President of Chiron Vaccines, a pharmaceutical company, from 2005 to 2006 and helped engineer a turnaround that contributed to Chiron’s acquisition by Novartis. Prior to then, he served as President and Chief Executive Officer of EpiGenesis Pharmaceuticals. At GlaxoSmithKline Biologicals, a subsidiary of GlaxoSmithKline plc, a British global healthcare company, Mr. Soland served as Vice President and Director, Worldwide Marketing Operations from 1993 to 2002. Earlier in his career, Mr. Soland held positions of increasing responsibility in sales and product management at Pasteur-Merieux’s Connaught Laboratories. He holds a B.S. in Pharmacy from the University of Iowa. The Board of Directors believes that Mr. Soland’s extensive executive and management experience in the pharmaceutical industry worldwide, notably at various senior commercial operations positions, allow him to make valuable contributions to the Board of Directors. Continuing directors: Daniele Guyot-Caparros has served as a member of our Board of Directors since October 2022. Ms. Guyot-Caparros has thorough experience in the fields of finance and operations. She began her career at PricewaterhouseCoopers (PwC), a multinational professional services and audit firm, as an auditor, also acquiring extensive experience in corporate finance with a focus on the chemical and pharmaceutical industries. In 1992, she joined the financial department of the Rhône-Poulenc-Rorer group, a French chemical and pharmaceutical company (which became Aventis and then Sanofi), within which she held important international responsibilities (CFO R&D worldwide, CFO Europe, Head of the Pharmaceutical Operations plan). She also developed expertise in business development and optimization of product portfolios. In 2008, she became Senior Advisor for Deloitte Conseil in France, a multinational professional services and audit firm, in order to support the development of the pharmaceutical industry and the health sector. To this end, she has performed numerous missions with a wide variety of clients (large and medium-sized pharma, biotech/medtech companies, scientific foundations, etc.) with a focus on issues of business transformation, governance and M&A. Ms. Guyot-Caparros has held independent director responsibilities in several biotechs/medtechs. From 2015 to 2017, she was a member of the supervisory board and the audit committee of Diaxonhit, a publicly traded French biotechnology company (which became Eurobio Scientific-listed on Euronext Growth). She chaired the audit committee of Supersonic Imagine, a French biotechnology company, until its takeover by the US Ho-logic group, a U.S. medical technology company, in 2019. Finally, from 2013 to June 2023, she was on the board of directors of ONXEO, a clinical-stage biotechnology company, (listed on Euronext, OMS Copenhagen and then Euronext Growth), where she chaired the audit committee and the board from May 2019 to July 2021.

  10. Board of Directors

    Ms. Guyot-Caparros joined the board of directors of Valneva SE (listed on NASDSAQ and Euronext Partis) for a three-year term from June 2024 to June 2027. Since October 2024, Ms. Guyot-Caparros is also the chair of the audit committee of Valneva SE. Ms. Guyot-Caparros is a graduate of ICN (Institut Commercial de Nancy) specializing in finance/accounting and also has a higher accounting degree. She also holds an independent director certificate issued by IFA-Sciences-Po. The Board of Directors believes that Ms. Guyot-Caparros’ profound experience in corporate finance allows her to make valuable contributions to the Board of Directors. Adora Ndu has served as a member of our Board of Directors since May 2021. Dr. Ndu has served at BridgeBio Pharma Inc., a publicly traded U.S. biotechnology company, since January 2022, and is currently the Chief Regulatory Officer and Executive Vice President of Portfolio Strategy & Management. From January 2021 to January 2022, Dr. Ndu served as the Group Vice President and Head of Worldwide Research & Development, Strategy, Scientific Collaborations and Policy at BioMarin Pharmaceutical, Inc. (“BioMarin”), a publicly traded U.S. biotechnology company. She previously served in positions of increasing responsibility at BioMarin, as the Vice President, Regulatory Affairs, Policy, Research, Engagement & International from August 2019 to January 2021, Executive Director from September 2017 to July 2019 and Senior Director from February 2017 to September 2019. Prior to joining BioMarin, Dr. Ndu served in various roles at the U.S. Food and Drug Administration from 2008 to 2016, most recently as a Division Director in the Division of Medical Policy Development. Dr. Ndu has served as an adjunct lecturer with the Johns Hopkins University Masters in Biotechnology Enterprise and Entrepreneurship program since 2019. Dr. Ndu received a Doctor of Pharmacy from Howard University and a Juris Doctor from the University of Maryland Francis King Carey School of Law. Dr Ndu serves on the Board of Directors for Acadia Pharmaceuticals. The Board of Directors believes that Dr. Ndu’s extensive experience in the biopharmaceutical industry allows her to make valuable contributions to the Board of Directors. Julie O’Neill has served as a member of our Board of Directors since June 2017. From January 2015 to September 2018, Ms. O’Neill served as the Executive Vice President, Global Operations for Alexion Pharmaceuticals Inc. (“Alexion”), a U.S. pharmaceutical subsidiary of AstraZeneca. From 2014 to 2015, Ms. O’Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading, a subsidiary of Alexion. Prior to joining Alexion, Ms. O’Neill served in various leadership positions at Gilead Sciences, Inc., a U.S. publicly traded biopharmaceutical company, from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead Sciences, Ms. O’Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals, Inc., an Irish pharmaceutical company. She is a member of the boards of the National Institute for Bioprocessing Research & Training, ICON plc, an Irish publicly traded clinical research organization, Hookipa Pharma Inc., a U.S. publicly traded biotechnology company, and Advancion Sciences (formerly Angus Chemical Company), a U.S. global specialty and fine chemical company. From January 2019 to October 2019, Ms. O’Neill was engaged by us to serve as a consultant to support CMC activities, including our BLA resubmission for Viaskin Peanut. Ms. O’Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin Smurfit School of Business. The Board of Directors believes that Ms. O’Neill’s experience in the life sciences industry and her knowledge of corporate development matters allow her to make valuable contributions to the Board of Directors. Ravi M. Rao has served as a member of our Board of Directors since May 2021. Dr. Rao also serves as the Chief Medical Officer at Sitryx Therapeutics (since 2022) and is a Venture Partner at SV Health Investors. He previously served as Chief Medical Officer at Oxford Biomedica from March 2022 to November 2023, and Head of R&D at Swedish Orphan Biovitrum AB, a global biopharmaceutical specialty company, from August 2020 to January 2022. From October 2019 to August 2020, Dr. Rao served as Chief Medical Officer of Aeglea Biotherapeutics Inc., a U.S. publicly traded clinical-stage company developing enzyme therapies for rare metabolic disease. Prior to that, from 2012 to October 2019, Dr. Rao was a Vice President at GlaxoSmithKline plc, a publicly traded British multinational pharmaceutical company. Dr. Rao received a Bachelor of Arts with Honors from the University of Cambridge, Gonville and Caius College, an MB.BCHir from the University of Cambridge, a MRCP from the Royal College of Physicians, London, a CCST in Rheumatology from the General Medical Council, and a Ph.D. from Imperial College London. Dr. Rao was appointed as a director of Autolus Therapeutics PLC (listed on NASDAQ Global Select Market: AUTL) on April 1, 2024, and is also a member of the research and development committee. The Board of Directors believes that Dr. Rao’s experience in clinical development and medical affairs allows him to make valuable contributions to the Board of Directors. Daniel Tassé has served as Chief Executive Officer since November 2018 and as a member of our Board of Directors since March 2019. Mr. Tassé has served on the board of directors of Regenxbio Inc., a U.S. publicly traded biotechnology company, since 2016 and currently is Chair of Regenxbio Inc.’s compensation committee. From 2014 to 2021, Mr. Tassé served on the board of directors of Indivior plc, a British (London Stock Exchange) publicly traded specialty pharmaceutical company. While on the board of Indivior, Mr. Tasse served as Lead Independent Director, Interim Chair and Chair of the Audit Committee. From 2018 to 2019, Mr. Tassé served on the board of directors of HLS Therapeutics, a Canadian publicly traded pharmaceutical company. From 2014 to 2019, Mr. Tassé served on the board of directors of Bellerophon Therapeutics, Inc., a U.S. publicly traded biotherapeutics company. From March 2016 to November 2018, Mr. Tassé served as the Chairman and Chief Executive Officer of Alcresta Therapeutics, Inc., a U.S. pediatric-focused rare disease biotechnology company. From January 2008 to April 2015, Mr. Tassé served as the Chairman and Chief Executive Officer of Ikaria, Inc., a U.S. company that develops drugs and devices for critically ill patients. In April 2015, Ikaria, Inc. was acquired by Mallinckrodt Pharmaceuticals. Mr. Tassé holds a B.Sc. in Biochemistry from Université de Montréal. Mr. Tasse is fluent in French and English. The Board of Directors believes that Mr. Tassé’s leadership and extensive experience in the pharmaceutical industry will allow him to drive us to the success of our objectives.

  11. Board of Directors

    Maïlys Ferrère has served as a member of our Board of Directors since June 2016 and previously served as a non-voting observer of our Board of Directors since our initial public offering on Euronext Paris in March 2012. Ms. Ferrère has served as a Director, Head of the Large Venture Investment Activity at Bpifrance, France’s public investment bank, since October 2013 and is affiliated with one of our significant shareholders. Ms. Ferrère serves as chief executive officer of Cornovum S.A. (holding company). Ms. Ferrère served on the board of directors of Sequans Communications S.A., a publicly traded French designer, developer and supplier of cellular semiconductor solutions from June 2017 and June 2023. Ms. Ferrère served on the board of directors of Innate Pharma S.A., a French global oncology-focused biotech company, from 2017 to 2021. Ms Ferrère served on the board of directors of Valneva S.A., a publicly traded French biotech company, from 2016 to 2019 and then again since May 2022. She graduated from Institut d’Etudes Politiques Paris and began her career with the General Internal Audit of Société Générale before working for multiple French banks in the equity capital markets origination department. The Board of Directors believes that Ms. Ferrère’s experience in the banking industry and her knowledge of capital markets allow her to make valuable contributions to the Board of Directors. Michael J. Goller has served as a member of our Board of Directors since October 2015. Mr. Goller is a Partner at Baker Bros. Advisor LP. Prior to joining Baker Brothers in 2005, Mr. Goller was an Associate at JPMorgan Partners, LLC where he focused on venture investments in the life sciences sector from 1999 to 2003. Mr. Goller began his career as an investment banker with Merrill Lynch and Co. from 1997 to 1999. Mr. Goller holds a B.S. in Molecular and Cell Biology from The Pennsylvania State University, and a Master’s in both Biotechnology (School of Engineered Applied Sciences) and Business Administration (Wharton School) from the University of Pennsylvania. He serves on the boards of DBV Technologies S.A., BeiGene, Ltd., and Terremoto Biosciences, Inc. The Board of Directors believes that Mr. Goller’s experience in the life sciences industry and his knowledge of corporate development matters allow him to make valuable contributions to the Board of Directors. There are no family relationships between or among any of our continuing directors or director nominees. The principal occupation and employment during the past five years of each of our directors and nominee was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors or nominee and any other person or persons pursuant to which he or she is to be selected as a director or nominee. There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

  12. Directors compensation

    Directors compensation Please refer to Annex B and Annex C for information regarding directors compensation.

  13. Considerations in evaluating director nominees

    Considerations in evaluating director nominees As set out in the charter of the Board of Directors, the Nominating and Governance Committee works with the Board of Directors to determine periodically, as appropriate, to the extent permitted or required under applicable laws, the qualifications, expertise and characteristics of the Board of Directors, including such factors as business experience and differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. The Nominating and Governance Committee evaluates each individual in the context of the membership of the Board of Directors as a group, with the objective of having a board that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of background and experience across various areas. Each director should be an individual of high character and integrity. In determining whether to recommend a director for re-election, the Nominating and Governance Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board of Directors and the Company and other relevant qualifications and characteristics. Each director must ensure that other existing and anticipated future commitments do not materially interfere with the members’ service as a director.

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by (i) our Chief Executive Officer (principal executive officer, PEO), and (ii) the two most highly compensated named executive officers other than the PEO for the year ended December 31, 2024. For the year ended December 31, 2024, our named executive officers were: Daniel Tassé, our Chief Executive Officer and Director; Virginie Boucinha, our Chief Financial Officer; and Dr. Pharis Mohideen, our Chief Medical Officer.

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary $ | Bonus $ | Stock Awards (1) $ | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation $ | All Other Compensation $ | Total $ | | Daniel Tassé | 2024 | 600,000 | 348,000 | — | 488,126 | — | 36,020(5) | 1,472,146 | | Chief Executive Officer and Director | 2023 | 600,000 | 636,000 | — | 1,084,802 | — | 119,703(6) | 2,440,486 | | Virginie Boucinha (2) | 2024 | 319,308 | 85,119 | 10,165 | 43,858 | — | — | 458,450 | | Chief Financial Officer | 2023 | 49,539(3) | — | 33,693 | 151,398(4) | — | — | 234,630 | | Pharis Mohideen | 2024 | 567,787 | 150,804 | 18,724 | 83,447 | — | — | 820,762 | | Chief Medical Officer | 2023 | 540,750 | 222,356 | 62,067 | 288,058 | — | 166,293(7) | 1,279,518 |

  16. Summary Compensation Table

    | (1) The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of each award computed in accordance with ASC Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 12 of our Annual Report on Form 10-K as filed with the SEC on April 11, 2025, and amended on April 28, 2025. |

  17. Summary Compensation Table

    | (2) Amounts relating to base salary in 2023 and 2024 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.0813 and €1.00 = $1.0824, which represent the average exchange rates for the year ended December 31, 2023 and December 31, 2024 respectively. Amounts relating to the bonus in 2024 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.08637, which represents the ECB fixing exchange rate on March 13, 2024 (date of approval by the Board meeting of this compensation). |

  18. Summary Compensation Table

    | (3) Ms. Boucinha joined the Company on November 6, 2023. While her base salary is €295,000, representing $318,983 converted using the average exchange rate of €1.00 = $1.0813 for the year ended December 31, 2023, she only received a total of $49,539 for the duration of her employment in 2023. She did not receive any bonus for 2023. |

  19. Summary Compensation Table

    | (4) This value was previously reported as $151,395 due to administrative error. |

  20. Summary Compensation Table

    | (5) Includes $36,020 in tax gross-up payments or reimbursements. |

  21. Summary Compensation Table

    | (6) Includes $50,750 in Company contributions to benefit plans, $37,457 in life insurance premiums, $30,512 in tax gross-up payments or reimbursements, and $984 in commuting expenses. |

  22. Summary Compensation Table

    | (7) Includes $45,643 in Company contributions to benefit plans, $38,897 in life insurance premiums, and $81,753 in commuting expenses. |

  23. Outstanding Equity Awards at Fiscal Year End 2024

    Outstanding Equity Awards at Fiscal Year End 2024

  24. Outstanding Equity Awards at Fiscal Year End 2024

    | | | Option Awards (1) | | | | | Stock Awards (1) | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price (2) | | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested (3) | | Daniel Tassé | 11/29/18 | 350,000(4) | — | 30.02 | € | 11/29/28 | — | — | | | 05/24/19 | 150,000(4) | — | 16.99 | € | 05/24/29 | — | — | | | 11/24/20 | 274,000 | — | 4.16 | € | 11/24/30 | — | — | | | 11/22/21 | 205,000 | 68,500 | 5.87 | € | 11/22/31 | — | — | | | 11/21/22 | 382,193 | 382,193 | 3.00 | € | 11/21/32 | — | — | | | 11/20/23 | 202,418 | 607,254 | 2.00 | € | 11/20/33 | — | — | | | 12/04/24 | 813,200 | | 0.85 | € | 12/04/34 | — | — | | Virginie Boucinha | 11/20/23 | 28,250 | 84,750 | 2.00 | € | 11/20/33 | 14,250 | $9,326.7 | | | 11/21/24 | — | 113,000 | 0.71 | € | 11/21/34 | 19,000 | $12,435.6 | | Pharis Mohideen | 07/22/19 | — | 75,000(4) | 17.90 | € | 07/22/29 | — | — | | | 11/24/20 | 95,400 | — | 4.16 | € | 11/24/30 | — | — | | | 11/22/21 | 71,550 | 23,850 | 5.87 | € | 11/22/31 | 2,177 | $1424.9 | | | 07/29/22 | 62,500 | 37,500 | 4.72 | € | 07/29/32 | 3,750 | $2454.4 | | | 11/21/22 | 57,500 | 57,500 | 3.00 | € | 11/21/32 | 8,750 | $— | | | 11/20/23 | 53,750 | 161,250 | 2.00 | € | 11/20/33 | 26,250 | $17,180.8 | | | 11/21/24 | 215,000 | | 0.71 | € | 11/21/34 | 35,000 | $22,907.7 |

  25. Outstanding Equity Awards at Fiscal Year End 2024

    | (1) The staggered vesting for the stock and option awards until November 2022 is as follows: 25% of the shares subject to each option vest 12 months after grant, with the remaining shares vesting in six equal semi-annual installments thereafter, subject to each option holder’s continued service through each such vesting date. As of November 2022, the staggered vesting of stock and option awards has changed, with a 4-year grant, and 25% vested each year. |

  26. Outstanding Equity Awards at Fiscal Year End 2024

    | (2) Exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants. |

  27. Outstanding Equity Awards at Fiscal Year End 2024

    | (3) Determined by reference to €0.63, the closing price per Ordinary Share on Euronext Paris on December 31, 2024, and an applicable exchange rate of €1.00 = $1.0389, which represents the exchange rate as of December 31, 2024. |

  28. Outstanding Equity Awards at Fiscal Year End 2024

    | (4) The vesting of these options is not similar to the vesting described in footnote (1), but subject to the achievement of clinical development-related performance conditions. |

  29. Pay vs. Performance

    Pay vs. Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section of this proxy filing. The information provided below was not considered by the Compensation Committee in structuring or determining compensation for our NEOs.

  30. Pay vs. Performance

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Total Shareholder Return | Net Income | | | 2024 | $1,472,146 | ($ | 656,084) | $639,606 | $271,330 | $19.31 | ($ | 113,918,000) | | 2023 (5) | $2,440,486 | | 978,122 | $631,145 | $391,144 | $59.55 | ($ | 72,710,000) | | 2022 | $2,787,640 | | 2,948,035 | $789,218 | $905,323 | $95.63 | ($ | 96,274,000) |

  31. Pay vs. Performance

    | (1) The dollar amounts reported in this column are the amounts of total compensation reported for Daniel Tasse (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |

  32. Pay vs. Performance

    | (2) The dollar amounts reported in this column represent the amount of CAP to Daniel Tasse, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Daniel Tasse during the applicable year. In accordance with the |

  33. Pay vs. Performance

    | requirements of Item 402(v) of Regulation S-K, the adjustments summarized in the table below were made to Daniel Tasse’s total compensation for each year to determine the compensation actually paid: |

  34. Pay vs. Performance

    | Year | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | Fair Value as of the Prior Fiscal Year End Of Equity Awards Granted in Prior Fiscal Years That Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | Total Equity Award Adjustments | | | 2024 | $412,578 | ($ | 1,458,802) | $0 | ($ | 593,879) | $0 | $0 | ($ | 1,640,104) | | 2023 | $1,289,764 | ($ | 1,363,237) | $0 | ($ | 304,108) | $0 | $0 | ($ | 377,581) | | 2022 | $1,994,291 | ($ | 51,754) | $0 | ($ | 64,306) | $0 | $0 | ($ | 1,878,230) |

  35. Pay vs. Performance

    | (3) The dollar amounts reported in column (c) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2022 and 2021 are Pharis Mohideen. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2023 are Virginie Boucinha and Pharis Mohideen. |

  36. Pay vs. Performance

    | (4) “The dollar amounts reported in column (d) represent the average amount of CAP to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the CAP: |

  37. Pay vs. Performance

    | Year | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | Fair Value as of the Prior Fiscal Year End Of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Year | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | Total Equity Award Adjustments | | | 2024 | $100,353 | ($ | 281,374) | $0 | ($ | 109,158) | | 0 | $0 | ($ | 290,179) | | 2023 | $210,150 | ($ | 118,195) | $0 | ($ | 29,431) | ($ | 112,455) | $0 | ($ | 49,930) | | 2022 | $418,543 | ($ | 22,770) | $0 | ($ | 20,593) | | 0 | $0 | | 375,180 |

  38. Pay vs. Performance

    | (5) As noted above in the Summary Compensation Table, the value of the 2023 Option Awards paid to our Chief Financial Officer, Virginie Boucinha, was updated from $151,395 to $151,398 due to administrative error in the amount reported last year. The 2023 values reflected here have been updated accordingly. |

  39. Pay vs. Performance

    The below charts present the CAP over the three-year period ended December 31, 2024, against trends in the Company’s total shareholder return (“TSR”) and net income results over the same period.

  40. Agreements with our directors and executive officers

    Agreements with our directors and executive officers Employment and consulting arrangements Daniel Tassé. In November 2018, we entered into an executive agreement (as French “mandataire social”) with Mr. Daniel Tassé, our current Chief Executive Officer. He is entitled to an annual base salary. Mr. Tassé is also eligible to receive equity grants as our Board of Directors may determine and to participate in our bonus plan. In December 2018, our Board of Directors fixed the performance criteria in the event of termination of Mr. Daniel Tassé’s duties as our Chief Executive Officer. He will benefit from a severance package if all the following objectives are achieved: (i) Viaskin Peanut is approved in a major market; (ii) an EPIT pipeline with three ongoing clinical trials is built; and (iii) six months cash runway is achieved, as defined by the last quarter of spend on the day of severance. Compliance with these performance conditions will be established by our Board of Directors prior to any payment. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of: (i) 18 months of Mr. Tassé’s base salary and (ii) the target bonus at a 100% achievement level. In case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in connection with a change of control, those same amounts will be paid in a lump sum. Virginie Boucinha. In November 2023, we entered into an employment agreement with Ms. Boucinha, our current Chief Financial Officer (the “Boucinha Employment Agreement”). Ms. Boucinha is entitled to an annual base salary. Ms. Boucinha is also eligible to receive equity grants as our board may determine and to participate in our bonus plan. On December 16, 2024, the Company entered into an agreement with Ms. Boucinha which amends the Boucinha Employment Agreement to provide certain enhanced severance benefits upon a Change in Control, as defined therein. This agreement terminates on December 4, 2025. Dr. Pharis Mohideen. In July 2019, we entered into an employment agreement with Dr. Mohideen, our Chief Medical Officer. Dr. Mohideen is entitled to an annual base salary (the “Mohideen Employment Agreement”). Dr. Mohideen is also eligible to receive equity grants as our board may determine and to participate in our bonus plan. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of 12 months of Dr. Mohideen’s base salary. In case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in connection with a change of control, Dr. Mohideen will be paid in an amount equal to the sum of: (i) 12 months of Dr. Mohideen’s base salary and (ii) the target bonus at a 100% achievement level. On December 16, 2024, we entered into an agreement with Dr. Mohideen which amends the Mohideen Employment Agreement to provide certain enhanced severance benefits upon a Change in Control, as defined therein. Director and executive officer compensation See “Board of Directors and Corporate Governance” and “Executive Compensation” for information regarding compensation of directors and executive officers. Equity awards See “Board of Directors and Corporate Governance” and “Executive Compensation” for further information regarding equity awards to directors and executive officers. Bonus plans All our executive officers are entitled to a bonus ranging between 40% and 150% based on yearly objectives determined by our Board of Directors upon recommendation of our Compensation Committee. Indemnification agreements We intend to enter into indemnification agreements with each of our directors and executive officers. See “Executive Compensation—Limitations on Liability and Indemnification Matters” above. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Director independence See “Board of Directors And Corporate Governance—Corporate Governance—Board Independence”

  41. Part 1

    | Director | Fees Earned or Paid in Cash ($) (1) | Warrant awards ($) (2) | All other compensation ($) | Total ($) | | Michel de Rosen | $167,968 | $0 | $0 | $167,968 | | Daniel Tassé | $0 | $0 | $0 | $0 | | Daniele Guyot-Caparros | $115,478 | $0 | $0 | $115,478 | | Maïlys Ferrère (3) | $0 | $0 | $0 | $0 | | Michael J. Goller | $115,478 | $0 | $0 | $115,478 | | Timothy E. Morris | $125,976 | $0 | $0 | $125,976 | | Adora Ndu | $110,229 | $0 | $0 | $110,229 | | Julie O’Neill | $115,478 | $0 | $0 | $115,478 | | Ravi M. Rao | $110,229 | $0 | $0 | $110,229 | | Daniel B. Soland | $110,229 | $0 | $0 | $110,229 |