DEF 14A of Surrozen, Inc./DE
Filed Apr 1, 2026 · FY20250001193125-26-137976
TABLE OF CONTENTS
| CORPORATE GOVERNANCE | 16 | | EXECUTIVE COMPENSATION | 23 | | DIRECTOR COMPENSATION | 31 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 | | CERTAIN TRANSACTIONS WITH RELATED PERSONS | 38 | | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 41 | | HOUSEHOLDING | 42 | | 2025 ANNUAL REPORT | 42 |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Board Size and Structure
Board Size and Structure Our certificate of incorporation, as currently in effect (“Certificate of Incorporation”) provides that the number of directors shall be fixed exclusively by resolutions adopted by a majority of the authorized number of directors. We currently have eight directors serving on our Board. Our Certificate of Incorporation provides that our Board be divided into three classes, designated as Class I, Class II and Class III. Each class should consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. Each class of directors must stand for re-election no later than the third annual meeting of stockholders subsequent to their initial appointment or election to our Board, provided that the term of each director will continue until the election and qualification of his or her successor and is subject to his or her earlier death, resignation or removal. Generally, vacancies or newly created directorships on our Board will be filled only by vote of a majority of the directors then in office and will not be filled by the stockholders, unless our Board determines by resolution that any such vacancy or newly created directorship will be filled by the stockholders. A director appointed by our Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor or his or her earlier death, resignation or removal.
Current Directors and Terms
Current Directors and Terms Our current directors and their respective classes and terms are set forth below.
Current Directors and Terms
| Class II Director – Current Term Ending at 2026 Annual Meeting | Class III Director – Current Term Ending at 2027 Annual Meeting | Class I Director – Current Term Ending at 2028 Annual Meeting | | Mace Rothenberg, M.D. | Christopher Y. Chai | Anna Berkenblit, M.D. | | David J. Woodhouse, Ph.D. | Mary Haak-Frendscho, Ph.D. | Eric Bjerkholt | | | Craig Parker | Tim Kutzkey, Ph.D. |
Nominees for Director
Nominees for Director Drs. Rothenberg and Woodhouse have been nominated by our Board to stand for reelection. As directors assigned to Class II, Drs. Rothenberg’s, and Woodhouse’s current terms of service will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Drs. Rothenberg and Woodhouse will each serve for a term expiring at our annual meeting of stockholders to be held in 2029 or the election and qualification of their successors or until their earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any of the nominees will be unable to serve. If, however, prior to the Annual Meeting, our Board should learn that a nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for such nominee will be voted for a substitute nominee as selected by our Board. Alternatively, the proxies, at our Board’s discretion, may be voted for no nominees as a result of the inability of a nominee to serve. Our Board has no reason to believe that any of the nominees will be unable to serve.
Information About Board Nominees and Continuing Directors
Information About Board Nominees and Continuing Directors The following pages contain certain biographical information for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and the nominees have or display: personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board and its committees, as applicable; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to our needs; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding the nominees and continuing directors also sets forth specific experience, qualifications, attributes and skills that led our Board to the conclusion that such individual should serve as a director in light of our business and structure.
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
| Class II Directors | Age | Current Position at Surrozen | | Mace Rothenberg, M.D. | 69 | Director | | David J. Woodhouse, Ph.D. | 56 | Chair of the Board |
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
Mace Rothenberg, M.D. has served on our Board since April 2021. Dr. Rothenberg served as Chief Medical Officer of Pfizer Inc., a biopharmaceutical company from January 2019 to January 2021, where he led Pfizer’s Worldwide Medical & Safety organization that is responsible for ensuring that patients, physicians, and regulatory agencies are provided with information on the safe and appropriate use of Pfizer medications. From January 2019 to March 2021, Dr. Rothenberg also served as a member of Pfizer’s Portfolio Strategy and Investment Committee, Worldwide Research, Development, and Medical Leadership Team, and Blueprint Leaders Forum. Prior to becoming Pfizer’s Chief Medical Officer, Dr. Rothenberg led Pfizer’s oncology clinical drug development efforts. During his ten years in this role, Dr. Rothenberg’s organization obtained FDA approval for eleven cancer medicines. He received his B.A. from the University of Pennsylvania and his M.D. from the New York University School of Medicine. Dr. Rothenberg received his post-graduate training in Internal Medicine at Vanderbilt University and in Medical Oncology at the National Cancer Institute. In addition, Dr. Rothenberg currently serves as a member of the board of directors of Tango Therapeutics, a public Biopharmaceutical company and Aulos Bioscience, a private biopharmaceutical company, and serves as Chair of the board of directors of Chiara Biosciences, a private biopharmaceutical company. We believe that Dr. Rothenberg’s scientific training, work experience, and experience as a director of other biopharmaceutical companies provide him with the qualifications and skills to serve as a director of our company. David J. Woodhouse, Ph.D. has served on our Board since September 2020 and has served as Chair of our Board since April 2023. Dr. Woodhouse has served as the Chief Executive Officer and director of Nuvig Therapeutics, Inc. since September 2025. He served as the Chief Executive Officer and director of NGM Biopharmaceuticals, Inc. (“NGM”) from September 2018 to May 2025. Dr. Woodhouse also served as Chief Financial Officer from March 2015 until September 2018 and acting Chief Financial Officer from September 2018 until June 2020 at NGM. From 2002 to 2015, he was an investment banker at Goldman Sachs & Co. LLC, most recently as a managing director in the healthcare investment banking group and co-head of biotechnology investment banking. Earlier in his career, Dr. Woodhouse worked at Dynavax Technologies Corporation and also as a research assistant at Amgen, Inc. Dr. Woodhouse received a B.A. in pharmacology from the University of California, Santa Barbara, an M.B.A. from the Tuck School of Business at Dartmouth and a Ph.D. in molecular pharmacology from Stanford University School of Medicine. We believe that Dr. Woodhouse’s extensive financial and executive experience provide him with the qualifications and skills to serve as a director of our company.
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
| Class III Directors | Age | Current Position at Surrozen | | Christopher Y. Chai | 59 | Director | | Mary Haak-Frendscho, Ph.D. | 69 | Director | | Craig Parker | 64 | President, Chief Executive Officer and Director |
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Christopher Y. Chai has served on our Board since April 2021. Mr. Chai has served as a venture partner at SR One Capital Management, LP since January 2021, where he works with portfolio companies on their engagement with Wall Street and their overall financing strategy and execution. Prior to joining SR One, Mr. Chai served as Chief Financial Officer of Principia Biopharma Inc. from 2013 to 2020, where he led the company from an early-stage private venture-backed company to its acquisition by Sanofi S.A. Mr. Chai previously served as Chief Financial Officer at MAP Pharmaceuticals, Inc. (acquired by Allergan, Inc.) and Vice President, Treasury and Investor Relations at CV Therapeutics, Inc. (acquired by Gilead Sciences, Inc.). Mr. Chai received his B.S. in operations research and industrial engineering from Cornell University. We believe that Mr. Chai’s extensive financial and executive experience provide him with the qualifications and skills to serve as a director of our company. Mary Haak-Frendscho, Ph.D. has served on our Board since March 2021. Dr. Haak-Frendscho has served as the President and Chief Executive Officer of Spotlight Therapeutics, Inc., a privately held biotechnology company, from January 2019 to January 2025. Prior to Spotlight, from January 2017 to January 2019, she was a venture partner with Versant Venture Management, LLC and, from January 2016 to January 2019, she served as the Chief Executive Officer of Blueline Bioscience, Versant’s vehicle for new company creation in Canada. Earlier, Dr. Haak-Frendscho established and served as the Chair of Compugen USA, Inc. from 2012 to 2016, was the Chief Executive Officer of Igenica Biotherapeutics, Inc. from 2012 to 2014, and was the Founding President and Chief Scientific Officer of Takeda San Francisco, Inc. from 2008 to 2012. She received her B.S. from the University of Michigan, M.L.A. from Washington University, M.S. from SUNY-Stony Brook, C.S.E.P. from Columbia University Graduate School of Business, and Ph.D. from the University of Wisconsin. Dr. Haak-Frendscho is currently a board trustee of Wisconsin Alumni Research Foundation. We believe that Dr. Haak-Frendscho’s scientific training, work experience, and experience as a director of other biopharmaceutical companies provide her with the qualifications and skills to serve as a director of our company. Craig Parker has served as our President and Chief Executive Officer since March 2018 and as a member of our Board since April 2018. Mr. Parker has served as a venture partner at The Column Group since July 2024. From August 2014 to March 2018, Mr. Parker served as Senior Vice President of Corporate Development at Jazz Pharmaceuticals plc, a biopharmaceutical company. From 2012 to 2014, Mr. Parker served as Executive Vice President of Corporate Development and Scientific Affairs at Geron Corporation and from 2011 to 2012 as Senior Vice President of Strategy and Corporate Development at Human Genome Sciences Inc. (“HGS”) until its acquisition by GlaxoSmithKline plc. Prior to HGS, Mr. Parker worked in various positions at J.P. Morgan and other Wall Street financial institutions. Mr. Parker is currently a member of the board of directors of InduPro, Inc. and Synthekine Inc., both private biotechnology companies. He is also a member of the Scientific Advisory Board and chairs the Leadership Council of the Life Sciences Institute, University of Michigan and has been a member since 2005. Mr. Parker received a A.B. in biological sciences from the University of Chicago, an M.B.A. from the University of Michigan and attended the Georgetown University School of Medicine. We believe that Mr. Parker’s extensive scientific, business and leadership experience in both public and privately-held companies in the life sciences industry provide him with the qualifications and skills to serve on our Board and as our President and Chief Executive Officer.
Nominees for Election to Three-Year Terms Expiring at the 2028 Annual Meeting
Nominees for Election to Three-Year Terms Expiring at the 2028 Annual Meeting
Nominees for Election to Three-Year Terms Expiring at the 2028 Annual Meeting
| Class I Director | Age | Current Position at Surrozen | | Anna Berkenblit, M.D. | 56 | Director | | Eric Bjerkholt | 66 | Director | | Tim Kutzkey, Ph.D. | 50 | Director |
Nominees for Election to Three-Year Terms Expiring at the 2028 Annual Meeting
Anna Berkenblit, M.D. has served on our Board since August 2018. Dr. Berkenblit is currently Chief Scientific and Medical Officer at the Pancreatic Cancer Action Network. She previously served as the Senior Vice President and Chief Medical Officer at ImunnoGen, Inc., a biotechnology company, from April 2015 to August 2023. Prior to ImmunoGen, Dr. Berkenblit served as Senior Vice President Head of Clinical Development at H3, Biomedicine Inc., a developer of targeted anti-cancer compounders, from 2013 to 2015. From 2011 to 2013, she served as Head of Clinical Research at AVEO Pharmaceuticals, Inc., a biopharmaceutical company, where she led the clinical development of oncology product candidates spanning early testing to registration trials. From January 2007 to September 2011, Dr. Berkenblit held various positions of increasing responsibility at Pfizer Inc., a biopharmaceutical company. Dr. Berkenblit currently serves as a member of the board of directors for Nested Therapeutics, Inc. and TORL BioTherapeutics LLC, both private biotechnology companies. Dr. Berkenblit received an M.D. from Harvard Medical School and an M.M.S. degree in the Clinical Investigator Training Program of Harvard/MIT Health Sciences and Technology. We believe that Dr. Berkenblit’s extensive leadership and scientific experience, especially in the clinical development of biopharmaceuticals, provide her with the qualifications and skills to serve as a director of our company. Eric Bjerkholt has served on our Board since April 2023. Mr. Bjerkholt has served as the Chief Financial Officer of Mirum Pharmaceuticals, Inc., a publicly traded company, since September 2023. At Mirum, Mr. Bjerkholt oversees the legal, financial reporting, budgeting, internal controls, investor relations, facilities and information technology functions. He previously served as the Chief Financial Officer of Chinook Therapeutics, Inc. from November 2020 to September 2023. Prior to Chinook Therapeutics, Inc., he served as the Chief Financial Officer of Aimmune Therapeutics, Inc., from 2017 to 2020. Prior to Aimmune Therapeutics, he spent 13 years at Sunesis Pharmaceuticals, Inc. from 2004 until 2017, where in addition to his role as Chief Financial Officer, Mr. Bjerkholt served in various capacities, including Executive Vice President of Corporate Development and Finance, Corporate Secretary and Chief Compliance Officer. Previously, Mr. Bjerkholt held senior executive finance roles at IntraBiotics Pharmaceuticals, Inc., LifeSpring Nutrition, Inc. and Age Wave, LLC and spent seven years in healthcare investment banking at J.P. Morgan & Company, Inc. He served on the board of directors of Graybug Vision, Inc. (acquired by CalciMedica in 2023), a publicly traded biotechnology company, from 2020 to 2025. He is currently a member of the board of directors and Chair of the audit committee and a member of the compensation and nominating committees of Metagenomi, Inc., a publicly traded biotechnology company, and a member of the board of directors and Chair of the audit committee of Cerus Corporation, a publicly traded biotechnology company. Mr. Bjerkholt holds an M.B.A. from Harvard Business School and a Cand.Oecon from the University of Oslo in Norway. We believe that Mr. Bjerkholt’s extensive business leadership experience across a broad range of roles provide him with the qualifications and skills to serve as a director of our company. Tim Kutzkey, Ph.D. served on our Board from April 2016 to June 2024, and was reappointed to the Board in March 2025. Dr. Kutzkey served as our interim Chief Executive Officer from inception to April 2018. Dr. Kutzkey serves as Managing Partner of The Column Group, LLC, a venture capital partnership, where he has served in various roles since 2007. Prior to The Column Group, Dr. Kutzkey served as a scientist at Kai Pharmaceuticals, Inc. Dr. Kutzkey also serves on the board of directors of several privately held biotechnology companies. Dr. Kutzkey obtained a Ph.D. in molecular and cell biology from the University of California, Berkeley and completed his undergraduate degree in biological sciences from Stanford University. We believe that Dr. Kutzkey’s scientific training and experience as a director of other publicly-traded and privately-held biotechnology companies provide him with the qualifications and skills to serve as a director of our company. The Board unanimously recommends a vote FOR the election of each of Drs. Rothenberg and Woodhouse as Class II directors to hold office until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified, or until their earlier death, resignation or removal.
Compensation Committee
Compensation Committee Our compensation committee consists of the following members: Mary Haak-Frendscho, Ph.D., Anna Berkenblit, M.D. and Eric Bjerkholt. The Chair of our compensation committee is Mary Haak-Frendscho, Ph.D. Our Board has determined that each member of our compensation committee satisfies the independence requirements under the applicable Nasdaq listing standards and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The primary purpose of our compensation committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our compensation committee include: • reviewing and recommending to our Board the compensation of our Chief Executive Officer and other executive officers; • reviewing and recommending to our Board the compensation of our directors; • administering our equity incentive plans and other benefit programs; • reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and • reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy. Our compensation committee generally considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of non-employee directors and executive officers (other than the Chief Executive Officer). In addition, our compensation committee has created a subcommittee, the Equity Award Committee, and has appointed Craig Parker as the sole member of the subcommittee. The Equity Award Committee is responsible for reviewing and approving equity awards, subject to certain grant size and position level limitations. The Equity Award Committee may only grant awards to new hires and those who hold a position below the level of vice president. No individual grantee may receive awards from the Equity Award Committee covering more than 1,666 shares of our common stock per calendar year. Pursuant to our compensation committee’s charter, our compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. Before selecting any such consultant, counsel or advisor, our compensation committee reviews and considers the independence of such consultant, counsel or advisor in accordance with applicable Nasdaq listing standards. We must provide appropriate funding for the payment of reasonable compensation to any consultant, counsel or advisor retained by our compensation committee.
Compensation Consultants
Compensation Consultants Our compensation committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, our compensation committee has engaged the services of AON plc (“AON”) as an outside compensation consultant. As requested by our compensation committee, in 2025, AON’s services to our compensation committee included assisting us in developing our peer group composition, analyzing benchmarking data with respect to our executives’ overall individual compensation and providing information regarding current trends and developments in executive and director compensation, equity-based awards, severance agreements and employee stock purchase programs based on our peer group. All executive compensation services provided by AON during 2025 were conducted under the direction or authority of our compensation committee, and all work performed by AON was pre-approved by our compensation committee. Neither AON nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. Our compensation committee evaluated whether any work provided by AON raised any conflict of interest for services performed during 2025 and determined that it did not. Additionally, during 2025, AON did not provide any services to us other than services related to (i) executive and director compensation and (ii) broad-based plans that do not discriminate in scope, terms, or operation, in favor of our executive officers or directors, and that are available generally to all salaried employees.
Summary Compensation Table
Summary Compensation Table The following table shows for 2025 and 2024, compensation awarded to, earned by, or paid to our principal executive officer and two other most highly compensated executive officers serving as such at December 31, 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Craig Parker | 2025 | 630,000 | — | 262,000 | 1,580,517 | 346,500 | — | 2,819,017 | | President and Chief Executive Officer | 2024 | 605,000 | — | — | 627,710 | 287,375 | — | 1,520,085 | | Charles Williams | 2025 | 485,000 | 7,786(5) | 117,900 | 711,233 | 194,000 | 3,000 | 1,518,919 | | Chief Operating Officer and Corporate Secretary | 2024 | 463,289 | — | 62,790 | 296,897 | 181,350 | 3,000 | 1,007,326 | | Yang Li, Ph.D. | 2025 | 456,500 | | 91,700 | 553,181 | 182,600 | 3,000 | 1,286,981 | | Executive Vice President, Research | 2024 | 415,000 | | 44,850 | 222,493 | 161,850 | 3,000 | 847,193 |
Summary Compensation Table
___________ (1) The amounts disclosed represent the aggregate grant date fair value of the restricted stock units (the “RSUs”) granted to our named executive officers during 2025 and 2024 under our 2021 Equity Incentive Plan (the “2021 Plan”) computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs are set forth in the notes to our audited financial statements included in our Annual Report. This amount does not reflect the actual economic value that may be realized by the named executive officer. (2) The amounts disclosed represent the aggregate grant date fair value of the stock options granted to our named executive officers during 2025 and 2024 under our 2021 Plan computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in the notes to our audited financial statements included in our Annual Report. This amount does not reflect the actual economic value that may be realized by the named executive officer. (3) The amounts disclosed represent the applicable named executive officer’s total performance-based bonus earned for the years indicated, as described in this section below titled “Non-Equity Incentive Plan Compensation”. (4) The amounts disclosed represent 401(k) plan matching contributions. (5) The amount comprised of an anniversary bonus of $7,786 generally paid to eligible employees upon their 5-year anniversary with Surrozen.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock that Have Not Vested (#) | Market Value of Units of Stock that Have Not Vested ($) | | Craig Parker | 04/11/2018 | 03/19/2018 | 21,077(2) | — | 10.35 | 04/10/2028 | — | — | | | 02/07/2019 | 01/01/2019 | 2,341(3) | — | 18.90 | 02/06/2029 | — | — | | | 03/01/2022 | 01/01/2022 | 24,152(3) | 514 | 46.65 | 03/01/2032 | — | — | | | 10/10/2022 | 01/01/2021 | 23,418(3) | — | 32.40 | 02/22/2031 | — | — | | | 10/10/2022 | 08/12/2021 | 12,221(2) | — | 32.40 | 08/12/2031 | — | — | | | 03/01/2023 | 01/01/2023 | 19,687(3) | 7,313 | 16.95 | 03/01/2033 | — | — | | | 01/29/2024 | 01/01/2024 | 15(3) | 18 | 7.89 | 01/29/2034 | — | — | | | 04/24/2024 | 01/01/2024 | 20,604(3) | 22,396 | 8.97 | 04/24/2034 | — | — | | | 05/01/2024 | 05/01/2024 | 17,020(3) | 25,980 | 9.89 | 05/01/2034 | — | — | | | 01/17/2025 | 01/01/2025 | 22,916(3) | 77,084 | 12.08 | 01/17/2035 | — | — | | | 05/01/2025 | 05/01/2025 | 10,937(3) | 64,063 | 10.48 | 05/01/2035 | — | — | | | 05/01/2025 | 05/01/2025 | — | — | — | — | 25,000(4) | 565,000 | | Charles Williams | 03/01/2022 | 01/01/2022 | 8,159(3) | 174 | 46.65 | 03/01/2032 | — | — | | | 10/10/2022 | 11/30/2020 | 11,709(2) | — | 32.40 | 12/13/2030 | — | — | | | 10/10/2022 | 08/12/2021 | 971(2) | — | 32.40 | 08/12/2031 | — | — | | | 02/01/2023 | 01/01/2023 | 6,076(3) | 2,257 | 10.51 | 02/01/2033 | — | — | | | 04/24/2024 | 01/01/2024 | 6,229(3) | 6,771 | 8.97 | 04/24/2034 | — | — | | | 04/24/2024 | 01/01/2024 | — | — | — | — | 3,500(4) | 79,100 | | | 05/01/2024 | 05/01/2024 | 10,687(3) | 16,313 | 9.89 | 05/01/2034 | — | — | | | 01/17/2025 | 01/01/2025 | 10,312(3) | 34,688 | 12.08 | 01/17/2035 | — | — | | | 05/01/2025 | 05/01/2025 | 4,921(3) | 28,829 | 10.48 | 05/01/2035 | — | — | | | 05/01/2025 | 05/01/2025 | — | — | — | — | 11,250(4) | 254,250 | | Yang Li, Ph.D. | 03/01/2022 | 01/01/2022 | 6,527(3) | 139 | 46.65 | 03/01/2032 | — | — | | | 10/03/2022 | 09/12/2022 | 27(3) | 6 | 30.45 | 10/03/2032 | — | — | | | 10/10/2022 | 01/01/2021 | 1,521(3) | — | 32.40 | 02/22/2031 | — | — | | | 02/01/2023 | 01/01/2023 | 3,888(3) | 1,444 | 10.51 | 02/01/2033 | — | — | | | 04/24/2024 | 01/01/2024 | 4,791(3) | 5,209 | 8.97 | 04/24/2034 | — | — | | | 04/24/2024 | 01/01/2024 | — | — | — | — | 2,500(4) | 56,500 | | | 05/01/2024 | 05/01/2024 | 7,916(3) | 12,084 | 9.89 | 05/01/2034 | — | — | | | 01/17/2025 | 01/01/2025 | 8,020(3) | 26,980 | 12.08 | 01/17/2035 | — | — | | | 05/01/2025 | 05/01/2025 | 3,828(3) | 22,422 | 10.48 | 05/01/2035 | — | — | | | 05/01/2025 | 05/01/2025 | — | — | — | — | 8,750(4) | 197,750 |
Outstanding Equity Awards as of December 31, 2025
___________ (1) Each of the equity awards granted prior to August 12, 2021 was granted under our 2015 Equity Incentive Plan (the “2015 Plan”). Each of the equity awards granted on August 12, 2021 or later were granted under the 2021 Plan. The 2015 Plan and 2021 Plan are described below under the heading titled “Stock Plans”. (2) The shares subject to the option award vest over a four-year period, with 25% of the total number of shares subject to the option vesting on the one-year anniversary of the vesting commencement date, and the balance of the shares vesting in 36 equal monthly installments thereafter, subject to continued service through each such vesting date. (3) The shares subject to the option award vest over a four-year period in 48 equal monthly installments measured from the vesting commencement date, subject to continued service through each such vesting date. The shares subject to the RSUs vest in two equal annual installments measured from the vesting commencement date.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. Our compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for our principal executive officer (“PEO”) or our non-PEO named executive officers (“Non-PEO NEOs”). For information on our executive compensation and how the Compensation Committee aligns executive compensation with our performance, refer to the above section titled “Narrative Disclosure to Summary Compensation Table”.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment based on: TSR ($)(3) | Net Loss (Millions) ($) | | 2025 | 2,819,017 | 4,807,299 | 1,402,950 | 2,228,461 | 240.43 | (242) | | 2024 | 1,520,085 | 1,929,657 | 927,260 | 1,112,643 | 152.66 | (64) |
Pay Versus Performance
___________ (1) Craig Parker was our PEO for each year presented. The individuals comprising our Non-PEO NEOs for each year are listed below.
Pay Versus Performance
| 2025 | 2024 | | Charles Williams | Charles Williams | | Yang Li, Ph.D. | Yang Li, Ph.D. |
Pay Versus Performance
(2) Compensation Actually Paid is calculated in accordance with Item 402(v) of Regulation S-K and reflects the exclusions and inclusions of certain amounts for our PEO and Non-PEO NEOs as set forth below. The Compensation Actually Paid amounts do not represent compensation actually earned, realized, or received by the Company’s named executive officers. Equity values are calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table above.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 2,819,017 | (1,842,517) | 3,830,799 | 4,807,299 | | 2024 | 1,520,085 | (627,710) | 1,037,282 | 1,929,657 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,402,950 | (737,007) | 1,562,518 | 2,228,461 | | 2024 | 927,260 | (313,515) | 498,898 | 1,112,643 |
Pay Versus Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During the Year for Unvested Equity Awards as of the End of the Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year for Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During the Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 3,224,881 | 396,623 | 301,993 | (92,698) | 3,830,799 | | 2024 | 819,712 | 72,376 | 134,363 | 10,831 | 1,037,282 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During the Year for Unvested Equity Awards as of the End of the Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year for Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During the Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year for Non-PEO NEOs ($) | Total - Inclusion of Average Equity Values for Non-PEO NEOs ($) | | 2025 | 1,289,966 | 183,945 | 120,791 | (32,184) | 1,562,518 | | 2024 | 424,951 | 19,949 | 50,526 | 3,472 | 498,898 |
Pay Versus Performance
(3) The total stockholder return (“TSR”) assumes $100 was invested in the Company for the period starting December 31, 2023 through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.
Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Company TSR
Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our cumulative TSR over the two most recently completed years.
Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Net Loss
Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and our net loss during the two most recently completed years.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We previously provided cash and equity-based compensation to certain of our non-employee directors. In addition, all non-employee directors are entitled to reimbursement of direct expenses incurred in connection with attending meetings of our Board or committees thereof. Our Board has approved a policy providing for annual non-employee director compensation. The following table sets forth information regarding the compensation earned by or paid to our non-employee directors during 2025. Craig Parker, our President and Chief Executive Officer, is also a member of our Board, but did not receive any additional compensation for service as a director. The compensation earned by or paid to Mr. Parker as a named executive officer for 2025 is set forth above under the heading titled “Executive Compensation—Summary Compensation Table”.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2)(5) | Total ($) | | Anna Berkenblit, M.D. | 46,582 | 6,665 | 53,247 | | Christopher Y. Chai | 54,000 | 6,665 | 60,665 | | David J. Woodhouse, Ph.D. | 72,500 | 6,665 | 79,165 | | Eric Bjerkholt | 42,500 | 6,665 | 49,165 | | Mace Rothenberg, M.D. | 45,582 | 6,665 | 52,247 | | Mary Haak-Frendscho, Ph.D. | 45,000 | 6,665 | 51,665 | | Shao-Lee Lin, M.D., Ph.D. (3) | 40,000 | 6,665 | 46,665 | | Tim Kutzkey, Ph.D.(4) | 27,944 | 22,188 | 50,132 |
DIRECTOR COMPENSATION
___________ (1) The amounts reported represent the aggregate grant date fair value of the option awards granted during 2025 under our 2021 Plan, computed in accordance with ASC 718. The assumptions used in calculating the grant-date fair value of the stock options reported in this column are set forth in the notes to our financial statements included in our Annual Report. This amount does not reflect the actual economic value that may be realized by the non-employee director. (2) In May 2025, each director, except for Dr. Kutzkey, was granted a nonstatutory stock option to purchase 1,333 shares of our common stock with an exercise price of $6.50 per share which will fully vest on the one-year anniversary of the grant date. (3) Dr. Lin resigned as a member of the Board and from all committees of the Board on which she served, effective January 30, 2026. (4) Dr. Kutzkey resigned as a member of the Board and from all committees of the Board on which he served, effective June 30, 2024. He was re-appointed to the Board effective March 26, 2025 and received an initial equity award of nonstatutory stock options to purchase 2,666 shares of our common stock with an exercise price of $10.66 per share which will vest on a monthly basis over 36 months. (5) As of December 31, 2025, our non-employee directors held the following option awards:
DIRECTOR COMPENSATION
| Name | No. of Awards | | Anna Berkenblit, M.D. | 5,332 | | Christopher Y. Chai | 5,332 | | David J. Woodhouse, Ph.D. | 5,332 | | Eric Bjerkholt | 6,665 | | Mace Rothenberg, M.D. | 5,332 | | Mary Haak-Frendscho, Ph.D. | 5,332 | | Shao-Lee Lin, M.D., Ph.D. | 5,332 | | Tim Kutzkey, Ph.D. | 2,666 |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our Board has adopted a policy for non-employee director compensation under which each non-employee director is eligible to receive the following amounts for their service on our Board: Upon the director’s initial election or appointment to our Board, an initial grant of stock options to purchase 11,100 shares of our common stock; At the close of business on the date of each annual meeting of our stockholders, each director who will continue to serve as a director will receive a grant of stock options to purchase 5,550 shares of our common stock, vesting upon the one-year anniversary of the grant date; An annual director board service retainer of $40,000; • If the director is also the Chair of our Board, an additional, annual service retainer of $30,000. • If the director serves on a committee of our Board, an additional annual fee as follows: o Chair of our audit committee, $15,000; o Audit committee member other than the Chair, $7,500; o Chair of our compensation committee, $10,000; o Compensation committee member other than the Chair, $5,000; o Chair of our nominating and corporate governance committee, $8,000; and o Nominating and corporate governance committee member other than the Chair, $4,000. Director fees under the program are payable in arrears in four equal quarterly installments following the end of each calendar quarter in which the service was performed. The amount of each payment will be prorated for any portion of a quarter that a director is not serving on our Board. Stock options granted to our non-employee directors under the program are granted under the 2021 Plan, have an exercise price equal to the fair market value of our common stock on the date of grant, and expire not later than ten years after the date of grant. The stock options granted upon a director’s initial election or appointment vest in 36 substantially equal monthly installments following the date of grant. The stock options granted annually to directors vest in a single installment on the first anniversary of the date of grant. All vesting is subject to the director’s Continuous Service (as defined in the 2021 Plan) on each applicable vesting date. In addition, all unvested stock options vest in full for each director who remains in continuous service with us until immediately prior to the closing of a Change of Control (as defined in the 2021 Plan).