DEF 14A of Cue Biopharma, Inc.
Filed Mar 16, 2026 · FY20250001193125-26-108301
Proposal 1 - Election of Directors
Proposal 1 - Election of Directors The seven nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality. Proposal 1 is not expected to be considered a discretionary matter. Therefore, if your shares are held by your bank, brokerage firm or other nominee in “street name” and you do not provide voting instructions with respect to your shares, we expect that your bank, brokerage firm or other nominee cannot vote your shares on Proposal 1. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any nominee. As a result, such “broker non-votes” will have no effect on the voting on Proposal 1. You may: vote FOR each nominee; • vote FOR a particular nominee or nominees and WITHHOLD your vote from the other nominees; or • WITHHOLD your vote from each nominee. Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors currently consists of seven members. Directors are elected at the annual meeting of stockholders and hold office for a one-year term and until their resignation or removal or their successors are duly elected and qualified. In accordance with our Certificate of Incorporation and bylaws, our directors may fill existing vacancies on the board of directors. If no contrary indication is made, proxies will be voted for Dr. Azam, Dr. Kiener, Dr. Morich, Dr. Garzone, Mr. Verheyen, Ms. Broadfoot and Dr. Sarraf. Proxies cannot be voted for a greater number of individuals than the number of nominees named in this Proxy Statement. In the event that any of the nominees for director is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), your proxy will be voted for any nominee who is designated by our board of directors to fill the vacancy. At the Annual Meeting, stockholders will be asked to consider the election of Dr. Azam and Ms. Broadfoot, who have been nominated for election as directors by our stockholders for the first time. Dr. Azam was appointed to our board of directors in September 2025, and Ms. Broadfoot was appointed to our board of directors in June 2025, in each case upon the recommendation of our corporate governance and nominating committee. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of business acumen, the ability to contribute positively to the decision-making process of the Company, knowledge of our business, understanding of the competitive landscape and a reputation for integrity, honesty and adherence to high ethical standards. We also seek to have a diversity of skills and backgrounds represented on our board of directors. Re-nomination of our directors is not automatic, and performance on the board and committees is considered, as well as the undertaking of continuing director education. Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described in the following paragraphs.
Information Regarding Director Nominees
Information Regarding Director Nominees The following paragraphs provide information as of March 1, 2026 about each nominee for director, as furnished to us by the nominees for director. The information presented includes information each such individual has given us about his or her age, any position he or she holds with us, his or her principal occupation and business experience for the past five years and the names of other publicly held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each such individual’s specific experience, qualifications, attributes and skills that led our board of directors to the conclusion that he or she should serve as a director, we also believe that each of our directors and director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors. Finally, we value their significant experience on other public company boards of directors and board committees. Information about the number of shares of common stock beneficially owned by each of our directors and nominees for director appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.” There are no family relationships between or among any of our executive officers, directors or nominees for director.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
| Name | Year First Became Director | Position with the Company | | Usman Azam | 2025 | President, Chief Executive Officer and Director | | Pasha Sarraf | 2025 | Chairman | | Peter A. Kiener | 2016 | Director | | Frank Morich | 2018 | Director | | Pamela Garzone | 2023 | Director | | Patrick Verheyen | 2023 | Director | | Jill Broadfoot | 2025 | Director |
Nominees for Election to the Board of Directors
Usman Azam, age 57, has served as our President and Chief Executive Officer and as a director since September 2025. Dr. Azam previously served as Chief Executive Officer of Inspirna, Inc., a privately held clinical-stage biopharmaceutical company focused on the discovery and development of novel cancer drugs, from March 2023 to September 2025. Prior to joining Inspirna, Dr. Azam served as Chief Executive Officer of Empyrean Neuroscience, a genetic engineering company advancing a pipeline of neuroactive compounds targeting disorders of the central nervous system, from January 2022 to March 2023. Previously, he served as President and Chief Executive Officer of Tmunity Therapeutics, Inc., a biotechnology company acquired by Kite Pharma, a Gilead company, where he was involved in the development of genetically engineered CAR-T cell therapies for solid tumor applications in cancer from December 2016 to January 2022. Dr. Azam also served in various senior research and development leadership roles in the United States and Switzerland at Novartis AG, a pharmaceutical company, from 2009 to 2016, including as Global Head of the Cell and Gene Therapies unit, where he helped deliver and launch the first-ever FDA approval for a CAR-T cell therapy in hematologic cancers. Earlier in his career, Dr. Azam held leadership roles across both innovative biotechnology and large pharmaceutical companies, including Pfizer Pharmaceuticals, Aspreva Pharmaceuticals, Johnson & Johnson, and GlaxoSmithKline (GSK). Dr. Azam received his M.D. from the University of Liverpool School of Medicine and is board certified in obstetrics and gynecology in the United Kingdom. Dr. Azam’s extensive leadership experience across biotechnology and global pharmaceutical organizations makes him well qualified to serve on our board of directors. Pasha Sarraf, age 56, joined our board of directors in March 2025 and was appointed as Chairman in June 2025. Dr. Sarraf has served as Principal at Upupa Advisory, a strategic advisory firm, since 2023. Dr. Sarraf previously served as the Chief Executive Officer and executive board member of Matterhorn Biosciences, a biotechnology company, from 2021 to 2023, where he built a supportive team and scaled the scientific effort to demonstrate the value of their T-cell receptors-based platform. Prior to joining Matterhorn Biosciences, Dr. Sarraf served as an Operating Partner of Flagship Pioneering, a venture capital company, from 2020 to 2021. There, he led a team at a portfolio company of Flagship Pioneering who discovered novel genetic circuits in Parkinson’s Disease, initiating a drug discovery program for an innovative target that was later licensed by GSK plc. Prior to joining Flagship Pioneering, Dr. Sarraf served as Senior Wall Street Analyst and Managing Director at Leerink Partners, formerly SVB Leerink. Prior to that, Dr. Sarraf joined McKinsey & Company in 2008 and served in various roles, including as Partner in the life sciences practice from 2015 through 2018, where he focused on strategy, diligence and forecasting. Dr. Sarraf is a member of the boards of directors of biotechnology companies PolarityBio and Praesidia Biotherapeutics, where he serves as Chairman. Dr. Sarraf obtained his M.D. and Ph.D. at Harvard Medical School and trained in internal medicine and rheumatology at Massachusetts General Hospital and National Institutes of Health, focusing on vasculitis, scleroderma and genetic inflammatory disorders. Dr. Sarraf has authored over 50 publications and multiple patents for novel therapies and molecular targets. Dr. Sarraf’s extensive experience in the business of science and biotechnology makes him well qualified to serve on our board of directors. Peter A. Kiener, age 73, joined our board of directors in March 2016. Dr. Kiener served as the Chief Scientific Officer and Head of Research and Development of Sucampo Pharmaceuticals, Inc., or Sucampo, a global biopharmaceutical company, from October 2014 to February 2018. Prior to joining Sucampo, Dr. Kiener served as the Chief Scientific Officer of Ambrx, Inc., a clinical-stage biopharmaceutical company focused on the development of antibody-drug conjugates, from 2013 to 2014. From 2009 to 2013, he was President and co-founder of Zyngenia Inc., an early-stage biopharmaceutical company. From 2001 to 2009, he was head of Research and R&D at MedImmune, the biologics research and development arm of AstraZeneca. Dr. Kiener is currently also a member of the board of directors of Peptone Switzerland AG and Ensocell Therapeutics. Dr. Kiener was a member of the board of directors of Pieris Pharmaceuticals, Inc. from 2018 through 2024, iTolerance, Inc. from 2021 through 2024 and Tetragenetics Inc. from 2018 through 2022. Dr. Kiener holds a Bachelor’s degree in chemistry from the University of Lancaster and a Ph.D. in biochemistry from the University of Oxford. Dr. Kiener’s extensive executive leadership experience and his in-depth knowledge of the biopharmaceutical industry make him well qualified to serve on our board of directors. Frank Morich, age 72, joined our board of directors in July 2018 and served as our Chairman from April 2020 to June 2025. Dr. Morich has served as a consultant in the life sciences and health care industries since 2015. Since 2023, Dr. Morich has served on the board of Perspective Therapeutics, a clinical-stage biopharmaceutical company. Dr. Morich was a member of the supervisory board of MorphoSys AG, a late-stage, biopharmaceutical company, from 2015 to 2021. From 2011 to 2014, Dr. Morich served as Chief Commercial Officer at Takeda Pharmaceutical, a global pharmaceutical company, and from 2010 to 2011, he served as Executive Vice President International Operations at Takeda. From 2008 to 2010, Dr. Morich served as Chief Executive Officer of NOXXON Pharma AG, a clinical-stage drug development company, and from 2005 to 2007 he served as Chief Executive Officer and member of the board of directors of Innogenetics N.V., an international in vitro diagnostics company. During 2004, Dr. Morich served as Chief Executive Officer and Chairman of the Executive Board of AM Pharma B.V., a clinical-stage drug development company. Prior to that, Dr. Morich held several positions at Bayer, a global pharmaceutical and life sciences company, including member of the board of management of Bayer AG, head of global product development and head of research and development. Dr. Morich graduated in medical studies at the University of Marburg, Germany. Dr. Morich has over 35 years of experience in the life sciences and health care industries and extensive executive leadership experience, making him well qualified to serve on our board of directors. Pamela D. Garzone, age 71, joined our board of directors in April 2023. Dr. Garzone has served as the Chief Development Officer at Anixa Biosciences, Inc., a company focused on oncology and infectious diseases, since September 2021. Prior to joining Anixa, Dr. Garzone served as the Chief Medical Officer at Calibr, a division of the Scripps Research Institute from May 2019 to May 2021. From May 2009 through May 2019, Dr. Garzone served as the Vice President, Group Asset Team Lead focused on early oncology clinical research at Pfizer Inc. Dr. Garzone earned a B.S. degree in pharmacy from Purdue University and an M.S. in pharmacy practice from the University of Pittsburgh. Dr. Garzone received her Ph.D. in clinical science from the University of Pittsburgh. Dr. Garzone’s extensive knowledge of the biopharmaceutical industry in general, and drug development in particular, makes her well qualified to serve on our board of directors.
Nominees for Election to the Board of Directors
Patrick Verheyen, age 66, joined our board of directors in April 2023. Mr. Verheyen served as the Global Head of Janssen Business Development at Johnson & Johnson, a healthcare products company, from 2015 through 2021. Mr. Verheyen also served as a member of the Janssen’s Pharmaceuticals Group Operating Committee during this time. Mr. Verheyen joined Johnson & Johnson in 1986 and served in various roles, including as Head of London Johnson & Johnson Innovation Center from 2012 through 2015. Mr. Verheyen received a degree in bioengineering from the University of Leuven in Flanders, Belgium. Mr. Verheyen has over 35 years of experience in the health care industry and extensive executive leadership experience, making him well qualified to serve on our board of directors. Jill Broadfoot, age 64, joined our board of directors in June 2025. Ms. Broadfoot has served as Chief Financial Officer of aTyr Pharma, Inc., a clinical-stage biopharmaceutical company, since July 2018. Prior to aTyr Pharma, Ms. Broadfoot served as Chief Financial Officer of Emerald Health Pharmaceuticals Inc. and Emerald Health Bioceuticals Inc., where she was responsible for establishing operations for the U.S.-based pharmaceutical and bioceutical entities as well as the establishment of operations, corporate governance, finance and accounting, information technology and investor relations functions, among others. Prior to Emerald Health, Ms. Broadfoot served as Vice President, U.S. Corporate Controller at GW Pharmaceuticals, where her responsibilities included establishing U.S. commercial operations, overseeing information technology, and implementing U.S. public company financial and accounting standards in connection with the transfer of corporate operations from the U.K. to the U.S. Prior to joining GW Pharmaceuticals, Ms. Broadfoot served as Chief Financial Officer of Vical Inc. where she had oversight of finance, investor relations, manufacturing, information technology, human resources, and business development. Prior to that, Ms. Broadfoot held various positions at DJO Global, Inc., most recently as Vice President of Finance, and served as an audit manager at Ernst & Young LLP. Ms. Broadfoot serves on the board of directors of Talphera, Inc., a biotechnology company. She previously served on the board of directors of Otonomy, Inc. and Angiocrine Biosciences, Inc., both biotechnology companies. Ms. Broadfoot holds a B.S. in business administration and accounting from San Diego State University and is a Certified Public Accountant. Ms. Broadfoot’s extensive experience in the biotechnology industry and her background in accounting and finance make her well qualified to serve on our board of directors. OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF DR. AZAM, DR. SARRAF, DR. KIENER, DR. MORICH, DR. GARZONE, MR. VERHEYEN AND MS. BROADFOOT.
Director Compensation
Director Compensation We maintain a compensation policy for our non-employee directors that is intended to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Pursuant to our director compensation policy, our non-employee directors receive on an annual basis a $35,000 retainer paid in cash. In addition, the chairman of the board, if he or she is a non-employee director, receives an annual cash retainer of $30,000 and standing committee members receive the annual committee fees set forth below.
Director Compensation
| Audit Committee Chair: | $15,000 | | Audit Committee Member (other than the committee Chair): | $7,500 | | Compensation Committee Chair: | $10,000 | | Compensation Committee Member (other than the committee Chair): | $5,000 | | Corporate Governance and Nominating Committee Chair: | $8,000 | | Corporate Governance and Nominating Member (other than the committee Chair): | $4,000 | | Science and Technology Strategy Committee Chair: | $10,000 | | Science and Technology Strategy Committee Member (other than the committee Chair): | $5,000 |
Director Compensation
Upon initial appointment to the board of directors, a non-employee director is awarded an option to purchase 48,800 shares of common stock that vest over three years with one-third vesting on the one-year anniversary of the grant date and the balance vesting in eight equal quarterly installments. On the first trading day following December 31 of each year, each non-employee director is awarded an option to purchase 24,400 shares of common stock, or, collectively, the annual director awards. Such annual director awards have historically vested and become exercisable as to 50% of the underlying shares on the six-month anniversary of the grant date and as to the remaining 50% on the first anniversary of the grant date. Effective December 3, 2025, our board of directors amended our director compensation policy to change the vesting of the annual director awards to fully vest on the first anniversary of the grant date. Usman Azam, a director who also serves as our president and chief executive officer, does not receive any additional compensation for his service as director. Dr. Azam is one of our named executive officers and accordingly, the compensation we pay to Dr. Azam is discussed under “Executive Compensation—Summary Compensation Table” and “Executive Compensation—Narrative to Summary Compensation Table.” The table below shows all compensation to our non-employee directors, including compensation for their services as a member or a chair of one of our standing committees, during the year ended December 31, 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Pamela Garzone | 50,000 | 19,381 | — | 69,381 | | Patrick Verheyen | 57,500 | 19,381 | — | 76,881 | | Frank Morich | 57,138 | 19,381 | — | 76,519 | | Jill Broadfoot (3) | 31,500 | 22,765 | — | 54,265 | | Peter A. Kiener | 64,000 | 19,381 | 110,000 | 193,381 | | Frederick Driscoll (4) | 22,800 | 19,381 | — | 42,181 | | Pasha Sarraf | 50,392 | 37,688 | — | 88,080 |
Director Compensation
(1) The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see Note 9 to our audited financial statements included with our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. (2) Represents consulting fees paid to Dr. Kiener. (3) Ms. Broadfoot joined our board of directors in June 2025. Mr. Driscoll retired from our board of directors in June 2025. The following table shows the number of shares subject to outstanding option awards held by each non-employee director as of December 31, 2025:
Director Compensation
| Name | Shares Subject to Outstanding Stock Option Awards (#) | | Pamela Garzone | 88,800 | | Patrick Verheyen | 88,800 | | Frank Morich | 96,000 | | Frederick Driscoll | 70,400 | | Jill Broadfoot | 48,800 | | Peter A. Kiener | 94,800 | | Pasha Sarraf | 48,800 |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Usman Azam (5) | 2025 | 143,077 | — | 1,042,313 | 249 | 1,185,639 | | President and Chief Executive Officer | | | | | | | | Daniel R. Passeri (6) | 2025 | 240,504 | — | 336,555 | 849,124 | 1,426,183 | | Former Chief Executive Officer | 2024 | 492,910 | 186,660 | 711,195 | 3,156 | 1,393,921 | | Lucinda Warren | 2025 | 469,952 | — | 330,275 | 996 | 801,223 | | Chief Financial and Business Officer | | | | | | | | Matteo Levisetti (7) | 2025 | 470,753 | — | 186,975 | 561,636 | 1,219,364 | | Former Chief Medical Officer | 2024 | 478,217 | 114,816 | 595,927 | 2,316 | 1,191,276 | | Colin Sandercock | 2025 | 448,646 | — | 149,580 | 996 | 599,222 | | SVP, General Counsel and Secretary | | | | | | |
Summary Compensation Table
(1) Salary refers to base salary compensation paid through our normal payroll process in the calendar year. (2) Bonus refers to bonuses paid in the following year based on achievement of corporate goals in the year shown. The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see Note 9 to our audited financial statements included with our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. In accordance with SEC rules, for performance stock options, these amounts are calculated based on the probable outcome of the performance conditions on the grant date. For each performance stock option granted during 2025, we determined that, as of the respective dates of grant, it was not probable, as defined under applicable accounting standards, that any of the performance conditions would be achieved and, as a result, we assigned a grant date fair value of $0. The value of both the 2025 performance stock option awards for Dr. Azam and Mr. Passeri at the grant date assuming that the highest level of performance conditions was achieved would be $269,700. The amounts shown in this column consist of parking fees and executive disability benefit premiums paid by the Company in 2025. For Mr. Passeri, this amount also includes $838,750 in severance benefits and COBRA premiums paid to or on behalf of Mr. Passeri by the Company in 2025 following his retirement from his role as Chief Executive Officer in September 2025. For Dr. Levisetti, this amount also includes $556,838 in severance benefits and COBRA premiums paid to or on behalf of Dr. Levisetti by the Company in 2025 following his termination from his role as Chief Medical Officer in November 2025. (5) Dr. Azam was appointed as our President and Chief Executive Officer in September 2025. (6) Mr. Passeri retired from his role as Chief Executive Officer in September 2025. (7) Dr. Levisetti’s employment with us as Chief Medical Officer terminated in November 2025.
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025 The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End 2025
| | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Usman Azam | — | — | 375,000(10) | 0.72 | 9/28/2035 | | President and Chief Executive Officer | — | 1,875,000(8) | — | 0.72 | 9/28/2035 | | Daniel R. Passeri (11) | 125,000 | — | — | 6.42 | 3/4/2029 | | Former Chief Executive Officer | 150,000 | — | — | 18.96 | 2/9/2030 | | | 85,000 | — | — | 15.55 | 2/9/2031 | | | 87,500 | 12,500(1) | — | 5.01 | 3/24/2032 | | | 243,000 | 81,000(2) | — | 3.21 | 2/15/2033 | | | 450,000 | — | — | 4.20 | 7/20/2033 | | | 200,000 | 200,000(4) | — | 1.94 | 3/5/2034 | | | 350,000 | — | — | 0.70 | 7/23/2034 | | | 112,500 | 337,500(7) | — | 0.98 | 3/20/2035 | | | — | — | 375,000(10) | 0.72 | 9/28/2035 | | Lucinda Warren | 175,000 | 175,000(6) | — | 0.66 | 9/2/2034 | | Chief Financial and Business Officer | 31,250 | 218,750(7) | — | 0.98 | 3/20/2035 | | | — | 125,000(9) | — | 0.72 | 9/28/2035 | | Matteo Levisetti | 200,000 | — | — | 0.70 | 7/23/2034 | | Former Chief Medical Officer | 31,250 | — | — | 0.98 | 3/20/2035 | | | 31,250 | — | — | 1.65 | 6/4/2034 | | | 97,500 | — | — | 1.94 | 3/5/2034 | | | 68,750 | — | — | 3.36 | 1/16/2033 | | | 25,000 | — | — | 3.36 | 1/15/2033 | | | 82,500 | — | — | 4.20 | 7/20/2033 | | | 8,750 | — | — | 5.01 | 3/24/2032 | | | 37,625 | — | — | 6.91 | 2/8/2032 | | | 75,000 | — | — | 13.14 | 2/21/2031 | | Colin Sandercock | 100,000 | — | — | 0.70 | 7/23/2034 | | SVP, General Counsel and Secretary | 25,000 | 175,000(7) | — | 0.98 | 3/20/2035 | | | 22,500 | 37,500(5) | — | 1.65 | 6/4/2034 | | | 65,625 | 109,375(4) | — | 1.94 | 3/5/2034 | | | 62,500 | 37,500(2) | — | 3.21 | 2/15/2033 | | | 75,000 | — | — | 4.20 | 7/20/2033 | | | 14,583 | 2,084(1) | — | 5.01 | 3/24/2032 | | | 50,000 | — | — | 6.42 | 3/5/2029 | | | 52,500 | 7,500(3) | — | 6.91 | 2/8/2032 | | | 50,000 | — | — | 15.55 | 2/9/2031 | | | 20,000 | — | — | 16.26 | 2/4/2030 |
Outstanding Equity Awards at Fiscal Year End 2025
(1) This option was granted on March 25, 2022, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from September 25, 2022. (2) This option was granted on February 16, 2023, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from August 16, 2023. This option was granted on February 9, 2022 and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from August 9, 2022. This option was granted on March 6, 2024, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from September 6, 2024. (5) This option was granted on June 5, 2024, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from December 5, 2024. (6) This option was granted on September 3, 2024 and the shares underlying the option are scheduled to vest in four equal semi-annual installments from March 3, 2025. (7) This option was granted on March 21, 2025 and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from September 21, 2025. (8) This option was granted on September 29, 2025, and the shares underlying the option are scheduled to vest in forty-eight equal monthly installments from September 29, 2026. (9) This option was granted on September 29, 2025 and the shares underlying the option are scheduled to vest in full on September 29, 2026. (10) This option was granted on September 29, 2025, and the shares underlying the option will fully vest if we timely achieve a specified financing milestone. (11) Mr. Passeri retired from his role as Chief Executive Officer in September 2025. The number of securities underlying unexercised options indicated above as exercisable by Mr. Passeri reflect continued vesting following Mr. Passeri’s retirement in connection with the Passeri Advisor Agreement.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers, or PEOs, and our non-PEO named executive officers, or Non-PEO NEOs, and our performance for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for First PEO ($)(1) | Summary Compensation Table Total for Second PEO ($)(1) | Compensation Actually Paid to First PEO ($)(2)(3) | Compensation Actually Paid to Second PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment based on: Total Shareholder Return ($)(4) | Net Income ($ Millions) | | 2025 | 1,426,183 | 1,185,639 | 1,272,770 | 538,956 | 873,270 | 805,919 | 10.68 | (23) | | 2024 | 1,393,921 | — | 294,833 | — | 1,138,725 | 528,183 | 38.25 | (41) | | 2023 | 3,015,480 | — | 1,356,650 | — | 1,202,503 | 117,009 | 92.63 | (51) |
Pay Versus Performance Disclosure
(1) Daniel R. Passeri was our PEO for 2023 and 2024 and our first PEO for 2025 in the table. Usman Azam was our second PEO for 2025. The Non-PEO NEOs were Kerri-Ann Millar and Anish Suri for 2023, Kerri-Ann Millar, Anish Suri and Matteo Levisetti for 2024, and Matteo Levisetti, Lucinda Warren and Colin Sandercock for 2025. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers during the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments made in accordance with Item 402(v) and as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for First PEO ($) | Exclusion of Option Awards for First PEO ($) | Inclusion of Equity Value for First PEO ($) | Compensation Actually Paid to First PEO ($) | | 2025 | 1,426,183 | (336,555) | 183,142 | 1,272,770 | | 2024 | 1,393,921 | (711,195) | (387,893) | 294,833 | | 2023 | 3,015,480 | (2,407,500) | 748,670 | 1,356,650 | | Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Option Awards for Second PEO ($) | Inclusion of Equity Value for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2025 | 1,185,639 | (1,042,313) | 395,630 | 538,956 | | 2024 | — | — | — | — | | 2023 | — | — | — | — |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 873,270 | (222,277) | 154,926 | 805,919 | | 2024 | 1,138,725 | (589,023) | (21,519) | 528,183 | | 2023 | 1,202,503 | (736,514) | (348,980) | 117,009 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in any Prior Year for First PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for First PEO | Fair Value at Last Day of Prior Year Equity Awards Forfeited During Year for First PEO | Total – Inclusion of Equity Values for First PEO ($) | | 2025 | 110,289 | (208,020) | 50,326 | 230,547 | — | 183,142 | | 2024 | 524,484 | (543,213) | 13,195 | (382,359) | — | (387,893) | | 2023 | 1,190,794 | (245,681) | 247,336 | (443,779) | — | 748,670 | | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in any Prior Year for Second PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for Second PEO | Fair Value at Last Day of Prior Year Equity Awards Forfeited During Year for Second PEO | Total – Inclusion of Equity Values for Second PEO ($) | | 2025 | 395,630 | — | — | — | — | 395,630 | | 2024 | — | — | — | — | — | — | | 2023 | — | — | — | — | — | — |
Pay Versus Performance Disclosure
| Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in any Prior Year for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 38,404 | (32,503) | 13 | 149,012 | — | 154,926 | | 2024 | 226,194 | (157,584) | 17,572 | (107,701) | — | (21,519) | | 2023 | 439,267 | (199,605) | 88,258 | (676,900) | — | (348,980) |
Pay Versus Performance Disclosure
Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the amounts set forth in the Summary Compensation Table. (4) Assumes $100 was invested for the period starting December 31, 2022 through the end of the listed year in our common stock. Historical stock performance is not necessarily indicative of future stock performance.
Description of Relationship Between PEOs and Average Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEOs and Average Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
Description of Relationship Between PEOs and Average Non-PEO NEO Compensation Actually Paid and Net Loss
Description of Relationship Between PEOs and Average Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the three most recently completed fiscal years.