DEF 14A of Invivyd, Inc., Apr 6, 2026

DEF 14A of Invivyd, Inc.

Filed Apr 6, 2026 · FY20250001193125-26-143783

Open on EDGAR

  1. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  2. Director Nominees

    Director Nominees The following is a brief biography of each of our nominees for director. Tamsin Berry, age 45 Tamsin Berry has served as a member of our Board since June 2022. Ms. Berry has served as a partner at Population Health Partners, a global investment firm, since June 2020. Between March 2024 and April 2025, she was employed by The Ellison Institute of Technology Oxford as the Chief of Staff (part-time). From November 2021 through February 2025, she served as non-executive director, and also as a board member, of the Global Pathogen Analysis Service, a not-for-profit pathogen surveillance bioinformatics company. From March 2021 to March 2023, she served as an advisor to EQRx, Inc., a biotechnology firm. From December 2020 to February 2024, she served as advisor to University of Oxford for the Global Health Security Consortium, which includes the Tony Blair Institute. From February 2019 to March 2020, she served as the director of the U.K. Office for Life Sciences, where she worked with Sir John Bell to write the U.K.’s Life Sciences Industrial Strategy. She previously served as Deputy Director of the U.K. Office for Life Sciences, from November 2015 to February 2019. Ms. Berry has held a number of leadership positions in government, spanning policy, corporate, and communications roles at the Cabinet Office, Department of Health, and Public Health England. From March 2020 to June 2020, her final role was in the COVID Taskforce, where Ms. Berry was the senior responsible officer for serology and seroprevalence at the start of the pandemic and was awarded an OBE for her work. Ms. Berry received a bachelor of laws degree from the University of Nottingham and a master’s degree from the University of Leeds in Philosophy. We believe Ms. Berry is qualified to serve as a member of our Board because of her extensive experience in government and expertise in health policy. Paul B. Bolno, M.D., age 52 Paul B. Bolno, M.D. has served as a member of our Board since September 2025. Dr. Bolno has served as President and Chief Executive Officer of Wave Life Sciences Ltd. (“Wave”) since 2013, and as a director since April 2014, and oversaw Wave’s initial public offering in 2015. During his tenure as President and Chief Executive Officer, Dr. Bolno has grown Wave into a leading RNA medicines company, overseen the development of the company’s proprietary PRISM® platform, and built a diversified pipeline of preclinical and clinical programs supported by scalable, in-house manufacturing capabilities. In addition to his current role at Wave, Dr. Bolno serves as Chairman of the Board of Directors of ExpressionEdits and as Chairman of the Scientific Advisory Group for the Nucleic Acid Therapy Accelerator in the United Kingdom. From June 2020 through March 2024, Dr. Bolno served on the Board of Directors of SQZ Biotechnologies, a publicly-traded life sciences company that was acquired by STEMCELL Technologies Canada Acquisitions, Inc. in March 2024. Prior to joining Wave, Dr. Bolno was Vice President, Worldwide Business Development—Head of Asia BD and Investments, as well as Head of Global Neuroscience BD, at GlaxoSmithKline PLC (“GSK”). Dr. Bolno also served as a Director of Glaxo Wellcome Manufacturing, Pte Ltd. in Singapore. Dr. Bolno joined GSK as Vice President, Business Development for the Oncology Business Unit, where he helped establish GSK’s global oncology business and served as a member of the Oncology Executive Team, Oncology Commercial Board and Cancer Research Executive Team. Prior to GSK, Dr. Bolno served as Director of Research at Two River LLC, a healthcare private equity firm. Dr. Bolno holds a medical degree from MCP-Hahnemann School of Medicine and an M.B.A. from Drexel University. He was a general surgery resident and cardiothoracic surgery postdoctoral research fellow at Drexel University College of Medicine. We believe Dr. Bolno is qualified to serve as a member of our Board because of his extensive executive and operating management experience in the biotech and pharmaceutical industries. Marc Elia, age 50 Marc Elia has served as a member of our Board since June 2022 and as Chairperson of our Board since July 2022. Mr. Elia is the founder and chief investment officer of M28 Capital Management L.P., a healthcare sector investment fund, positions he has held since September 2019. Prior to that, from January 2012 to September 2019, Mr. Elia served as a partner at Bridger Capital, an investment fund. Mr. Elia currently serves on the board of directors of Fractyl Health, Inc., a publicly-traded metabolic therapeutics company. He previously served on the board of directors of SQZ Biotechnologies Company. Prior to his career in investing, Mr. Elia held various roles across the biotechnology industry at N30 Pharmaceuticals, Chiron Corporation, and L.E.K. Consulting. Mr. Elia previously served as a director of the Company from July 2020 to April 2021. Mr. Elia holds a B.A. in Economics from Carleton College. We believe Mr. Elia is qualified to serve as a member of our Board because of his broad operational and transactional experience, particularly in the pharmaceutical and biotech industries. Terrance McGuire, age 70 Terrance McGuire has served as a member of our Board since October 2020. Mr. McGuire was a co-founder and is currently a general partner of Polaris Partners. He currently serves on the boards of directors of Seer, Inc., a publicly-traded life sciences company focused on capturing deep molecular insights from the proteome to enable novel insights and breakthroughs in the understanding of biology and disease, and Tectonic Therapeutic, Inc., a publicly traded biotechnology company focused on the discovery and development of therapeutic proteins and antibodies that modulate the activity of G-Protein Coupled Receptors. Mr. McGuire also serves on the board of directors of several private companies, including Adimab, LLC. Mr. McGuire previously served on the boards of directors of Alector, Inc., Acceleron Pharma, Inc., Akamai Technologies, Inc., Cubist, Inc., Cyclerion Therapeutics, Inc., Ironwood Pharmaceuticals, Inc. and Pulmatrix, Inc. Mr. McGuire is the former chairman of the National Venture Capital Association and a current member of the board of advisors of the Thayer School of Engineering at Dartmouth College. He is a member of the boards of the Whitehead Institute for Biomedical Research at the Massachusetts Institute of Technology and the Arthur Rock Center for Entrepreneurship at Harvard Business School. Mr. McGuire is also on the Scientific Advisory Board of the Brigham and Women's Hospital. Mr. McGuire holds a B.S. in physics and economics from Hobart College, an M.S. in engineering from the Thayer School at Dartmouth College, and an M.B.A. from Harvard Business School. We believe Mr. McGuire is qualified to serve as a member of our Board because of his extensive experience as a venture capitalist focused on the biotechnology industry, as well as many years of experience as a director of biotechnology companies guiding them in the execution of their corporate strategy and objectives. Kevin F. McLaughlin, age 69

  3. Director Nominees

    Kevin F. McLaughlin has served as a member of our Board since May 2024. Mr. McLaughlin has more than 40 years of financial and operating management experience spanning the biotech, high-tech and education industries. From 2010 to 2021, he served as Senior Vice President, Chief Financial Officer and Treasurer of Acceleron Pharma Inc. (“Acceleron”) until its acquisition by Merck & Co., Inc. in November 2021. Prior to Acceleron, he was Senior Vice President and Chief Financial Officer of Qteros, Inc., a cellulosic biofuels company, from 2009 through 2010, and from 2007 through 2009 was Co-Founder, Chief Operating Officer and a Director of Aptius Education, Inc. a publishing company. From 1996 through 2007, Mr. McLaughlin held several executive positions with PRAECIS Pharmaceuticals Incorporated. He joined PRAECIS as its first Chief Financial Officer, later becoming Chief Operating Officer, and then President and Chief Executive Officer and a member of the Board of Directors. He remained in this role until the sale of the company to GSK plc (formerly GlaxoSmithKline). Mr. McLaughlin currently serves on the board of directors of Vericel Corporation, a publicly-traded leading provider of advanced therapies for the sports medicine and severe burn care markets, and two private biotech companies. He previously served on the board of directors of Decibel Therapeutics, until its sale to Regeneron Pharmaceuticals, and the Board of Directors of Stealth Biotherapeutics, until it was brought private by a venture firm. Mr. McLaughlin began his career in senior financial roles at Prime Computer, Inc. and Computervision Corporation. Mr. McLaughlin received a B.S. from Northeastern University and an M.B.A. from the F.W. Olin Graduate School of Business at Babson College. We believe that Mr. McLaughlin is qualified to serve as a member of our Board because of his extensive executive, financial and operating management experience, particularly in the biotech and pharmaceutical industries. Ajay Royan, age 46 Ajay Royan has served as a member of our Board since March 2025, and he previously served as a member of our Board from October 2020 until June 2022. Mr. Royan is the founder and has served as Managing General Partner of Mithril Capital Management LLC, a venture capital firm investing in technology companies, since June 2012. Mr. Royan currently serves on the board of directors of Fractyl Health, Inc., a publicly-traded metabolic therapeutics company, as well as on the board of directors of several private companies in which Mithril Capital Management LLC or its affiliates have invested, including Adimab, LLC. Mr. Royan received a B.A. from Yale University. We believe Mr. Royan is qualified to serve as a member of our Board because of his expertise in the technology industry through his career in venture capital and his experience as a director of health and technology companies.

  4. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded or paid to, or earned by, our named executive officers with respect to the years ended December 31, 2025 and December 31, 2024. Ms. Andersen was not a named executive officer for the year ended December 31, 2024; accordingly, compensation for such year is not included in the following table for Ms. Andersen.

  5. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | William Duke, Jr., M.B.A. | 2025 | 485,000 | 256,080 | 483,000 | 905,445 | 11,697 | 2,141,222 | | Chief Financial Officer | 2024 | 480,000 | 144,000 | — | — | 11,543 | 635,543 | | Jill Andersen, J.D. | 2025 | 500,000 | 264,000 | 805,000 | 905,445 | 11,710 | 2,486,155 | | Chief Legal Officer | 2024 | — | — | — | — | — | — | | Timothy Lee | 2025 | 455,000 | 240,240 | 483,000 | 905,445 | 11,626 | 2,095,311 | | Chief Commercial Officer | 2024 | 240,423 | 126,000 | — | 643,380 | 7,846 | 1,017,649 |

  6. Summary Compensation Table

    (1) See “—Narrative to Summary Compensation Table—Bonus Compensation” below for a description of the material terms of the program pursuant to which this compensation was awarded. (2) This column reflects the grant date fair value of time-vesting RSUs granted to our named executive officers. The grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of common stock on the date of grant (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718. (3) This column reflects the aggregate grant date fair value of option awards granted during the year measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718, the basis for computing stock-based compensation in our financial statements. This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules. The assumptions we used in valuing options are described in note 11 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (4) Represents (i) employer contributions to 401(k) plan accounts and (ii) life insurance premiums.

  7. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information about outstanding equity awards granted to our named executive officers that were outstanding as of December 31, 2025.

  8. Outstanding Equity Awards as of December 31, 2025

    | | Option Awards(1) | | | | Stock Awards(2) | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | William Duke, Jr., M.B.A. | 421,875(5) | 328,125 | 1.83 | 8/31/2033 | — | — | | | 133,333(6) | 66,667 | 3.59 | 12/17/2033 | — | — | | | 263,888(6) | 686,112 | 1.61 | 2/14/2035 | — | — | | | — | — | — | — | 201,000 | 496,470 | | Jill Andersen, J.D. | 514,863(7) | — | 30.65 | 10/31/2031 | — | — | | | 563,020(8) | 11,980 | 6.78 | 1/29/2032 | — | — | | | 134,895(8) | 40,105 | 3.57 | 11/2/2032 | — | — | | | 300,000(7) | — | 1.73 | 12/13/2032 | — | — | | | 169,270(5) | 155,730 | 1.44 | 11/16/2033 | — | — | | | 266,666(6) | 133,334 | 3.59 | 12/17/2033 | — | — | | | 263,888(6) | 686,112 | 1.61 | 2/14/2035 | — | — | | | — | — | — | — | 335,000 | 827,450 | | Timothy Lee | 225,000(5) | 375,000 | 1.76 | 6/4/2034 | — | — | | | 263,888(6) | 686,112 | 1.61 | 2/14/2035 | — | — | | | — | — | — | — | 201,000 | 496,470 |

  9. Outstanding Equity Awards as of December 31, 2025

    (1) All of the option awards listed in this table were granted under our 2021 Equity Incentive Plan. (2) All of the RSUs listed in this table were granted under our 2021 Equity Incentive Plan and vest over an eighteen-month period, with one third (1/3) of the RSUs vesting every six months following the grant date, subject to the named executive officer’s continued service through each vesting date. (3) All of the option awards listed in the table were granted with a per share exercise price equal to or above the fair market value of our common stock on the date of grant. (4) Amounts in this column have been calculated by multiplying the number of RSUs subject to the applicable award by $2.47, which was the closing price of our common stock on December 31, 2025. (5) One fourth (1/4) of the shares subject to this option award vest on the first anniversary of the date of grant, with the remainder vesting in equal monthly installments over thirty-six months, subject to the named executive officer’s continued service through each vesting date. (6) This option award vests in equal monthly installments over a three-year period measured one month following the date of grant, subject to the named executive officer’s continued service through each vesting date. (7) This option award is fully vested and exercisable. This option award vests in equal monthly installments over a four-year period measured one month following the date of grant, subject to the named executive officer’s continued service through each vesting date.

  10. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Mr. Duke, Ms. Andersen and Mr. Lee are entitled to certain severance and change in control benefits pursuant to the employment agreements described above and certain agreements governing their equity awards. In the event that an executive’s employment ends upon death or a disability, they are entitled to accrued obligations and, if applicable, payment of their annual bonus for the preceding calendar year if their employment terminates after the completion of the preceding calendar year but prior to the date of payment of the bonus (the “Earned Bonus”). In the event that employment terminates, other than during the period commencing three months prior to or ending 12 months following a “change in control” (the “Change in Control Period”), by us without “cause” or by Mr. Duke, Ms. Andersen or Mr. Lee for “good reason” (as defined in our equity plan and the respective employment agreement), and subject to the delivery to us of a separation agreement that includes a general release of claims, Mr. Duke, Ms. Andersen or Mr. Lee, as the case may be, is entitled to (i) cash severance equal to 9 months of his or her then-current base salary, as well as the Earned Bonus, if applicable, and 9 months continuation of benefits and (ii) delayed forfeiture of unvested time-based equity awards until at least three months after the date of termination. In the event that Mr. Duke’s, Ms. Andersen’s or Mr. Lee’s employment is terminated by us without “cause” or by Mr. Duke, Ms. Andersen or Mr. Lee for “good reason,” in either case, during the Change in Control Period, and subject to the delivery to us of a separation agreement that includes a general release of claims, Mr. Duke, Ms. Andersen and Mr. Lee will each be entitled to (i) cash severance equal to 12 months of his or her then-current base salary (or his or her base salary immediately prior to the change in control, if higher), as well as the Earned Bonus, if any, his or her respective target bonus for the year of termination (or his or her target bonus in effect immediately prior to the change in control, if higher), and 12 months continuation of benefits and (ii) immediate acceleration and full vesting of any time-based equity awards, exercisable or nonforfeitable as if employment continued until the later of the date of termination or the effective date of the separation agreement. In addition, in the event that Mr. Duke, Ms. Andersen or Mr. Lee is terminated for any reason other than “cause,” disability or death, the post-termination exercise period of any vested options held by them as of the date of their respective termination will be 12 months after termination.

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows, for the fiscal year ended December 31, 2025, certain information with respect to the compensation of our non-employee directors who served for all or a portion of the year:

  12. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2)(3) | Total ($) | | Christine Akinc(4) | 40,685 | 40,460 | 81,145 | | Tamsin Berry | 47,500 | 40,460 | 87,960 | | Paul B. Bolno, M.D.(5) | 12,351 | 122,000 | 134,351 | | Marc Elia | 85,500 | 40,460 | 125,960 | | Srishti Gupta, M.D.(6) | 19,368 | — | 19,368 | | Terrance McGuire | 44,000 | 40,460 | 84,460 | | Kevin F. McLaughlin | 61,154 | 40,460 | 101,614 | | Ajay Royan(7) | 31,111(8) | 79,051 | 110,162 |

  13. DIRECTOR COMPENSATION

    (1) The amounts reported reflect the fees earned or paid in cash pursuant to the Non-Employee Director Compensation Policy, and an additional cash retainer of $5,000 per month payable to Ms. Akinc while serving on the executive committee of the Board (the “Executive Committee”). The Executive Committee was dissolved by the Board in January 2025. (2) The amounts reported do not reflect the amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted to our non-employee directors during the fiscal year ended December 31, 2025, as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in note 11 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our non-employee directors who have received options will only realize compensation with regard to these options to the extent the trading price of our common stock is greater than the exercise price of such options. (3) As of December 31, 2025, the following current and former non-employee directors held options to purchase the following number of shares of our common stock. None of our non-employee directors held any stock awards as of December 31, 2025.

  14. DIRECTOR COMPENSATION

    | Name | Options | | Christine Akinc | 225,422 | | Tamsin Berry | 300,000 | | Paul B. Bolno, M.D. | 100,000 | | Marc Elia | 300,000 | | Srishti Gupta, M.D. | 33,330 | | Terrance McGuire | 260,593 | | Kevin F. McLaughlin | 150,000 | | Ajay Royan | 108,219 |

  15. DIRECTOR COMPENSATION

    (4) Ms. Akinc resigned from our Board on September 22, 2025. (5) Dr. Bolno was appointed to our Board on September 22, 2025. (6) Dr. Gupta’s term expired at the 2025 Annual Meeting. (7) Mr. Royan was appointed to our Board on March 22, 2025. (8) Represents fees earned by Mr. Royan for his service on our Board during 2025.

  16. Narrative to Director Compensation Table

    Narrative to Director Compensation Table Our Board has adopted a Non-Employee Director Compensation Policy pursuant to which each of our directors who is not an employee or consultant of our company is eligible to receive compensation for service on our Board and committees of our Board. Under our Non-Employee Director Compensation Policy, each eligible director receives an annual cash retainer in the amount of $40,000 for serving on our Board. In addition, the Chairperson of our Board receives an annual cash retainer in the amount of $30,000 (in addition to the annual cash retainer given to all eligible directors). The chairperson of the Audit Committee is entitled to receive an additional annual cash retainer in the amount of $15,000, the chairperson of the Compensation Committee is entitled to receive an additional annual cash retainer in the amount of $10,000 and the chairperson of the Nominating and Corporate Governance Committee is entitled to receive an additional annual cash retainer in the amount of $8,000. The other members of the Audit Committee are entitled to receive an additional annual cash retainer in the amount of $7,500, the other members of the Compensation Committee are entitled to receive an additional cash retainer in the amount of $5,000 and the other members of the Nominating and Corporate Governance Committee are entitled to receive an additional annual cash retainer in the amount of $4,000. All such annual retainers are payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an eligible director joins our Board or a committee of our Board at a time other than effective as of the first day of a fiscal quarter, the annual retainers described above are pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid on the last day of the first fiscal quarter in which such eligible director provides the service and regular full quarterly payments thereafter. In addition, each new eligible director who joins our Board is entitled to receive a non-statutory stock option to purchase 100,000 shares of our common stock, with one-third of the shares vesting on the first anniversary of the grant date and 1/36th of the shares subject to the initial grant vesting in equal monthly installments thereafter, such that the option is fully vested on the third anniversary of the grant date, subject to continued service as a director through the vesting dates. On the date of each annual meeting of our stockholders, each eligible director who continues to serve as a director of our Company following the meeting is entitled to receive a non-statutory stock option to purchase 50,000 shares of our common stock, with the shares vesting on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of our stockholders, subject to continued service as a director though the applicable vesting date. If an eligible director joins our Board upon or after the date of the last preceding annual stockholders meeting, such eligible director’s annual grant will be pro-rated based on days served since joining our Board. The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a non-employee director with respect to any calendar year will not exceed $1,500,000 in total value, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. Each option awarded to eligible directors under the Non-Employee Director Compensation Policy will be subject to accelerated vesting upon a change in control transaction. The exercise price per share of each stock option granted under the Non-Employee Director Compensation Policy will be equal to the closing price of our common stock on the Nasdaq Global Market on the date of grant. Each stock option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the eligible director’s continuous service with us (provided that upon a termination of service other than for cause, the post-termination exercise period will be 12 months from the date of termination or death, if earlier). In May 2024, the Board designated the Executive Committee, led by Marc Elia, the Chairperson of the Board, with Christine Akinc and Sara Cotter, former members of the Board, serving as members of the Executive Committee, to provide oversight and strategic guidance on the business and affairs of the Company. Each member of the Executive Committee was entitled to an additional cash retainer of $5,000 per month, payable in accordance with the terms of the Non-Employee Director Compensation Policy. Mr. Elia waived his right to compensation as a member of the Executive Committee. In January 2025, the Board dissolved the Executive Committee.