DEF 14A of Phathom Pharmaceuticals, Inc., Apr 7, 2026

DEF 14A of Phathom Pharmaceuticals, Inc.

Filed Apr 7, 2026 · FY20250001193125-26-144570

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is divided into three classes, with one class of our directors standing for election each year, generally for a three-year term. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until the third annual meeting following election and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. The composition of our board of directors is as follows: Class I consists of Steven Basta, Theodore R. Schroeder and Mark Stenhouse; Class II consists of Michael F. Cola, Frank Karbe and Asit Parikh, M.D., Ph.D.; and Class III consists of Heidi Kunz and James Topper, M.D., Ph.D. At this meeting, three nominees for director are to be elected as Class I directors for a three-year term expiring at our 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The nominees, who were recommended for nomination by the nominating and corporate governance committee of our board of directors, are Steven Basta, Theodore R. Schroeder and Mark Stenhouse. The Class II directors have one year remaining on their terms of office and the Class III directors have two years remaining on their terms of office. If no contrary indication is made, proxies in the accompanying form are to be voted for Mr. Basta, Mr. Schroeder and Mr. Stenhouse, or if any of Mr. Basta, Mr. Schroeder and Mr. Stenhouse is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our board of directors to fill the vacancy. Mr. Basta, Mr. Schroeder and Mr. Stenhouse are each currently a member of our board of directors. All of our directors bring to the board of directors significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or private equity and venture capital firms. The process undertaken by the nominating and corporate governance committee in recommending qualified director candidates is described below under “Director Nomination Process.” 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.

  2. Information Regarding Directors

    Information Regarding Directors The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director:

  3. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors

  4. 2029 Annual Meeting of Stockholders (Class I)

    Steven Basta has served as a member of our board of directors since April 2025. On April 1, 2025, Mr. Basta succeeded Terrie Curran as President and Chief Executive Officer. Mr. Basta previously served as the Chief Executive Officer of SaNOtize Research and Development Corp., a company that develops and commercializes anti-infective therapies, from September 2023 until March 2025. From December 2020 until October 2022, Mr. Basta served as the Chief Executive Officer of Mahana Therapeutics, a privately held prescription digital therapeutic company. From September 2015 to March 2020, Mr. Basta served as President and Chief Executive Officer of Menlo Therapeutics, Inc. (which later became VYNE Therapeutics, Inc.), a publicly-traded biopharmaceutical company. He previously served as Chief Executive Officer of AlterG and BioForm Medical and its successor Merz Aesthetics. Mr. Basta has served as a director of VYNE Therapeutics since September 2015 and served as a director of the publicly held company Viveve Medical from 2018 until March 2023, including as Chairman of the Board beginning in January 2019. He has served as a director of DermBiont, Inc., a privately held pharmaceutical company, since March 2020. Mr. Basta received a B.A. from The Johns Hopkins University and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. Mr. Basta’s role as Chief Executive Officer and his extensive executive and board experience in the biopharmaceutical industry contributed to our board of directors’ conclusion that he should serve as a director of our company. Theodore R. Schroeder has served on our board since April 2025. Mr. Schroeder served as Chief Executive Officer of Nabriva Therapeutics from July 2018 to January 2023 and as a director until March 2025, following Nabriva’s acquisition of Zavante Therapeutics, where he served as co-founder, President, and Chief Executive Officer from June 2015 until July 2018. Mr. Schroeder co-founded Cadence Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company, in May 2004 and served as its President and Chief Executive Officer, and a member of the board of directors, until its acquisition in March 2014 by Mallinckrodt plc, a publicly-traded global biopharmaceutical company. Earlier in his career, he held senior leadership roles at Elan Pharmaceuticals, Dura Pharmaceuticals, and Bristol-Myers Squibb. Mr. Schroeder served as a director of Cidara Therapeutics, a publicly-traded biopharmaceuticals company, from April 2014 until its acquisition by Merck in January 2026 and previously served as a director of several public life sciences companies, including Otonomy, Inc. from August 2015 until January 2023 and Collegium Pharmaceutical from January 2016 until May 2021, as well several other public and private life sciences companies including Hyperion Therapeutics, Incline Therapeutics, and Trius Therapeutics. He is also a former Chairman of Biocom California and the Antimicrobials Working Group. In 2014, he was named EY Entrepreneur of the Year for the San Diego region and was recognized as a national finalist. He holds a B.S. in Management from Rutgers University. Mr. Schroeder’s extensive executive and board experience in the biopharmaceutical industry experience as well as his leadership in the broader industry contributed to our board of directors’ conclusion that he should serve as a director of our company. Mark Stenhouse has served on our board of directors since March 2020. Mr. Stenhouse served as the Chief Operating Officer of Prometheus Biosciences from March 2021 until its sale to Merck in June 2023, and served as General Manager, Screening Business Unit at Exact Sciences Corporation, a biotechnology company, from April 2018 to January 2021. From October 2016 until March 2018, Mr. Stenhouse served as Vice President, U.S. Immunology of AbbVie, Inc., a biopharmaceutical company, where he oversaw U.S. expansion into the immunology marketplace. From April 2010 until September 2016, Mr. Stenhouse served as Vice President and Vice President/General Manager, U.S. Immunology—Gastroenterology Franchise at AbbVie. From September 2006 through March 2010, Mr. Stenhouse held various senior management, marketing and sales positions within Abbott Laboratories’ U.S. Immunology division. Mr. Stenhouse earned a bachelor’s degree in business administration from the College of Charleston. Mr. Stenhouse’s executive experience in the biopharmaceutical industry and knowledge of our business contributed to our board of directors’ conclusion that he should serve as a director of our company.

  5. Members of the Board of Directors Continuing in Office

    Members of the Board of Directors Continuing in Office

  6. 2027 Annual Meeting of Stockholders (Class II)

    Michael F. Cola has served as a member of our board of directors since September 2019, and as Chairman of our Board since February 2022. In February 2026, Mr. Cola was appointed to serve as Chief Executive Officer of Helus Pharma, the commercial operating name of Cybin Inc., a clinical stage pharmaceutical company. Mr. Cola served as Chief Executive Officer of Avalo Therapeutics (formerly, Cerecor Inc.) from its acquisition of Aevi Genomic Medicine, Inc. in February 2020 until February 2022. Prior to the acquisition, Mr. Cola had served as Chief Executive Officer and President of Aevi Genomic Medicine, Inc. since September 2013. Mr. Cola served as President of Shire plc’s Specialty Pharmaceuticals business from 2007 until April 2012. Mr. Cola joined Shire in July 2005 as Executive Vice President for Global Therapeutic Business Units and Portfolio Management prior to being named President of the Specialty Pharmaceuticals business. Prior to joining Shire, Mr. Cola spent more than five years at Safeguard Scientifics, where he served as President of the Life Sciences Group. As part of his role with Safeguard Scientifics, Mr. Cola served as Chairman and CEO of Clarient, a cancer diagnostics company, and chairman of Laureate Pharma, a full-service contract manufacturing organization serving research-based biologics companies. Prior to joining Safeguard Scientifics, Mr. Cola held senior positions of increasing responsibility in product development and commercialization at AstraMerck, and later with AstraZeneca. Mr. Cola previously served on the board of directors of Sage Therapeutics, Inc. from September 2014 to July 2025. Mr. Cola received his Bachelor of Arts degree in biology and physics from Ursinus College and his Master of Science degree in biomedical science from Drexel University. Mr. Cola’s executive experience in the biopharmaceutical industry, knowledge of our business and service as a director of other biopharmaceutical companies contributed to our board of directors’ conclusion that he should serve as a director of our company. Frank Karbe joined our board of directors in April 2022. Mr. Karbe has over twenty-five years of financial and life-sciences expertise and served as Chief Financial Officer of Cidara Therapeutics from February 2025 to January 2026 when Cidara was acquired by Merck & Co., Inc. Mr. Karbe was appointed Chief Executive Officer and a director of Better Therapeutics, Inc. from June 2022 to March 2024. Previously, Mr. Karbe served as the Principal Financial and Accounting Officer of Myovant Sciences, Inc. from September 2016 to August 2021. Mr. Karbe was appointed as Myovant’s Chief Financial Officer in April 2017 and was subsequently appointed as President and Chief Financial Officer in February 2020. From September 2014 to July 2016, Mr. Karbe served as President of The Color Run, a global mass participation events platform. From January 2004 to June 2014, Mr. Karbe was the Executive Vice President and Chief Financial Officer of Exelixis, Inc., a biotechnology company. Prior to joining Exelixis in 2004, Mr. Karbe worked as an investment banker for Goldman Sachs & Co., where he served most recently as Vice President in the healthcare group advising clients on corporate finance and mergers and acquisitions. Prior to joining Goldman Sachs in 1997, Mr. Karbe held various positions in the finance department of The Royal Dutch/Shell Group in Europe. Mr. Karbe served as a director of Aduro Biotech, Inc. from April 2019 to October 2020 when Aduro Biotech was merged with Chinook Therapeutics, Inc. Mr. Karbe also served as a director of Arbutus Biopharma Corporation from 2010 to 2018. Mr. Karbe received his Diplom Kaufmann from the WHU-Otto Beisheim Graduate School of Management, Koblenz, Germany. Mr. Karbe’s extensive experience as a chief financial and accounting officer and service as a director of other biopharmaceutical companies contributed to our board of directors’ conclusion that he should serve as a director of our company. Asit Parikh, M.D., Ph.D. joined our board of directors in December 2019. Dr. Parikh has served as the Chief Executive Officer and a director of MOMA Therapeutics since April 2021. From October 2014 through March 2021, Dr. Parikh served as the Senior Vice President and head of the Gastrointestinal Therapeutic Area Unit at Takeda Pharmaceuticals. Prior to that, Dr. Parikh served in various positions at Takeda since 2006. Dr. Parikh received a bachelor’s degree in Biochemistry and Molecular Biology from Northwestern University and an M.D. and Ph.D. in Biochemistry and Molecular Biology from Vanderbilt University School of Medicine. He completed his internal medicine residency at the University of Pennsylvania and completed specialty training in gastroenterology at the Massachusetts General Hospital. He also completed postdoctoral work in cancer biology at Massachusetts Institute of Technology. Dr. Parikh’s extensive knowledge of our business and prior oversight of the Takeda team bringing vonoprazan to the Japanese market in seven indications contributed to our board of directors’ conclusion that he should serve as a director of our company.

  7. Members of the Board of Directors Continuing in Office

    Members of the Board of Directors Continuing in Office

  8. 2028 Annual Meeting of Stockholders (Class III)

    Heidi Kunz has served as a member of our board of directors since September 2019. Ms. Kunz served as Executive Vice President and Chief Financial Officer of Blue Shield of California from September 2003 until her retirement in December 2012. Prior to joining Blue Shield of California, she served as Executive Vice President and Chief Financial Officer of Gap, Inc. from 1999 to January 2003. From 1995 to 1999, Ms. Kunz served as the Chief Financial Officer of ITT Industries, Inc. She has also held senior financial management positions at General Motors Corporation, including Vice President and Treasurer during her 16-year tenure from 1979 to 1995. Ms. Kunz served as a director of Agilent Technologies Inc., from December 2000 to May 2025, a global scientific instrument manufacturing and clinical diagnostics company, and previously served as a director of Icosavax, Inc., a public biotechnology company, until its acquisition by AstraZeneca in February 2024, and as a director of Avanos Medical, Inc., a public medical device company and Financial Engines, Inc., an investment advisement company. Ms. Kunz received an MBA in Finance and Accounting from Columbia Business School and a bachelor’s degree in Russian Language from Georgetown University. Ms. Kunz’s extensive experience as a chief financial officer and service as a director of other public companies contributed to our board of directors’ conclusion that she should serve as a director of our company. James Topper, M.D., Ph.D. has served as a member of our board of directors since September 2022 and he previously served as a member of our board of directors from January 2018 to May 2021. Since 2005, Dr. Topper has also served as the Managing General Partner at Frazier Life Sciences, or Frazier, a venture capital firm, with whom he served as a Partner from 2003 to 2005. Prior to that, from 2002 to 2003, Dr. Topper served as head of the Cardiovascular Research and Development Division at Millennium Pharmaceuticals, Inc., a biopharmaceutical company. Dr. Topper has served as a member of the board of directors of the publicly traded company NewAmsterdam Pharma B.V., a biotechnology company, since November 2022. Dr. Topper previously served as a member of the board of directors of the following publicly traded companies: Alpine lmmune Sciences, Inc., a biotechnology company, from June 2016 to May 2024 and AnaptsyBio, Inc., a biotechnology company, from November 2007 to September 2023. Dr. Topper received a B.S. in Biology from the University of Michigan and an M.D. and a Ph.D. in Biophysics from the Stanford University School of Medicine. He did his postgraduate training in internal medicine and cardiovascular disease at the Brigham and Women’s Hospital in Boston and was board certified in both disciplines. Dr. Topper’s extensive service as a director of other biopharmaceutical companies contributed to our board of directors’ conclusion that he should serve as a director of our company.

  9. Director Compensation

    Director Compensation Our non-employee director compensation program provides for annual retainer fees and/or long-term equity awards for our non-employee directors. For 2026, our compensation committee and the board of directors, together with Pay Governance LLC, an independent third-party compensation consulting firm, have reviewed past practices and have enhanced the processes for evaluating and disclosing non-employee director compensation. Specifically, the compensation committee will meet at least annually for the purposes of evaluating or altering non-employee director compensation, and, consistent with past practice, the compensation committee and the board of directors will annually retain an independent compensation consultant for the purposes of evaluating director compensation. Each year, the compensation committee requests its independent compensation consultant to advise it on a variety of compensation-related issues, including establishing a peer group and conducting market research and analysis of current practices of comparable public companies to assist the compensation committee in developing director compensation levels. Our peer group is assessed annually and our compensation committee, upon the recommendation of the independent compensation consultant, selects our peers from biotechnology and pharmaceutical companies that are similar to us with respect to market capitalization, headcount and stage of development, while also taking into account a number of qualitative criteria as determined based on the advice of Pay Governance. This peer group is then used for purposes of evaluating and establishing director and executive compensation. Following the selection of our peer group each year, our independent compensation consultant conducts an analysis of non-employee director compensation at the Company and at the peer group companies, and presents the compensation committee with a written report of the independent compensation consultant’s analysis and recommendations in advance of the meeting at which non-employee director compensation will be discussed. Our compensation committee then reviews this analysis and the independent compensation consultant’s recommendations and recommends to the board of directors for approval each of the elements of our director compensation program. For information about the peer groups approved by the compensation committee for purposes of reviewing and recommending 2025 and 2026 director compensation levels to our board of directors, which were the same as the peer groups used for executive compensation benchmarking please see “Executive Compensation and Other Information – Compensation Determination Process” below. 2025 Director Compensation Program Our director compensation program for 2025 was established in accordance with the methodology set forth above and with input and analysis from Pay Governance. In May 2024, based on a review of Pay Governance’s assessment of our non-employee director compensation levels against our peer group, which provided that our total annual director compensation was positioned below the market median, our board determined to increase the number of options and RSUs subject to the initial and annual equity grants, as set forth below. The director compensation levels implemented in May 2024 remained in effect through 2025. As a result, for 2025, each non-employee director received an annual retainer of $50,000. Non-employee directors serving as the chairs of the audit, compensation and nominating and corporate governance committees received additional annual retainers of $20,000, $15,000 and $10,000, respectively. Non-employee directors serving as members of the audit, compensation and nominating and corporate governance committees received additional annual retainers of $10,000, $7,500 and $5,000, respectively. Additionally, the non-executive chairperson of the board received an additional annual retainer of $40,000. During 2025, each newly-elected or appointed non-employee director received 21,000 RSUs and options to purchase 35,000 shares of our common stock on the date of such election or appointment. One-third of the RSUs and options subject to the initial grants vest on the first anniversary of the grant date and the remainder vest in quarterly installments over the following 24 months thereafter. In addition, our non-employee directors received annual grants of 10,500 RSUs and options to purchase 17,500 shares of our common stock at the 2025 annual meeting of our stockholders. The annual grants vest on the first to occur of (1) the first anniversary of the grant date or (2) the next occurring annual meeting of our stockholders, subject to the non-employee director continuing in service on our board of directors through such vesting date. Equity awards granted to our non-employee directors will also vest upon a change in control. 2026 Director Compensation Program Under our amended non-employee director compensation program, beginning in 2026, the cash retainers paid to non-employee directors will not exceed the 70th percentile paid by our peer group for the then-applicable year. However, non-employee directors may receive additional cash retainers or fees for their service as chair of the board, lead independent director or their participation on committees of the board. In addition, beginning in 2026, annual equity awards to non-employee directors to be granted on the date of each annual meeting will not exceed the 70th percentile of the value of annual equity awards granted to non-employee directors of our peer group for the then-applicable year. The equity award grants to any newly-elected or appointed directors will not exceed two times the value of the annual equity grant most recently made to our incumbent non-employee directors. Again for 2026, the compensation committee requested Pay Governance to advise it on a variety of compensation-related issues, including establishing a peer group and conducting market research and analysis of current practices of comparable public companies to assist the compensation committee in developing director compensation levels within the parameters of the program described above. After the peer group was determined, Pay Governance provided the compensation committee with a written report setting forth its analysis of non-employee director compensation at the Company and at the peer group companies and recommendations concerning adjustments to the compensation levels to be paid to the non-employee directors. Our compensation committee reviewed the market analysis of peer group practices provided by Pay Governance and recommended to our board of directors our non-employee director compensation for 2026, as recommended by Pay Governance. Based on the analysis reviewed by the compensation committee, the compensation committee recommended, and the board of directors determined, not to adjust the cash compensation under the program, which remained aligned with the amended compensation program. For 2026, Pay Governance recommended, and the compensation committee and our board of directors approved, initial and annual award grants for non-employee directors, and total director compensation, generally in line with the median of the peer group and that meet the limitations under the amended director compensation program. The approved equity awards are as follows:

  10. Director Compensation

    For 2026, upon the recommendation of the compensation committee and Pay Governance, our board of directors determined that our non-employee directors’ annual equity grant to be granted on the date of the Annual Meeting will be made in the form of an award of RSUs, with the number of such RSUs subject to the award determined by dividing (i) $275,000, by (ii) the closing price per share of our common stock on the Nasdaq Stock Market (or such other established stock exchange or national quotation system on which the common stock is quoted) on the grant date. The annual equity grant for 2026 will vest in full upon the earlier of the first anniversary of the date of grant or the day of our next annual meeting of stockholders, subject to the director’s continued service on our board of directors through such vesting date. Our board of directors also determined that any non-employee director who is initially appointed or elected in 2026 will receive an initial equity grant in the form of an award of RSUs, with the number of such RSUs subject to the award determined by dividing (i) $550,000, by (ii) the closing price per share of our common stock on the Nasdaq Stock Market (or such other established stock exchange or national quotation system on which the common stock is quoted) on the grant date. Such initial equity grant shall vest as to one-third of the RSUs on the first anniversary of the grant date, and the remainder shall vest in substantially equal quarterly installments over the 24 months thereafter, subject to the director’s continued service on our board of directors through such vesting date. The Pay Governance representatives confirmed that the annual cash retainers and the value of the annual equity compensation to be granted in 2026 pursuant to the amended non-employee director program did not exceed, as of the date of approval, the 70th percentile of the annual cash retainers paid to non-employee directors by members of the 2026 peer group and the 70th percentile of the value of annual equity compensation granted to non-employee directors by members of our 2026 peer group. Compensation under our non-employee director compensation program is also subject to the annual limits on non-employee director compensation set forth in our 2019 Incentive Award Plan, or 2019 Plan, which was approved by our board of directors and stockholders in connection with our initial public offering. We have reimbursed and will continue to reimburse all of our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our board of directors and committees of our board of directors. The following table summarizes cash and stock compensation received by our non-employee directors during the year ended December 31, 2025. Mr. Basta is not included in the following table as his compensation is included in the Summary Compensation Table in the “Executive Compensation and Other Information” section below. Mr. Schroeder joined our board of directors in April 2025 and Mr. Socks service on the board of directors ended effective June 3, 2025.

  11. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Michael F. Cola | 110,000 | 62,778 | 51,975 | — | 224,753 | | Frank Karbe | 61,667 | 62,778 | 51,975 | — | 176,420 | | Heidi Kunz | 71,667 | 62,778 | 51,975 | — | 186,420 | | Asit Parikh, M.D., Ph.D. | 67,500 | 62,778 | 51,975 | — | 182,253 | | David Socks | 28,333 | — | — | — | 28,333 | | Mark Stenhouse | 59,167 | 62,778 | 51,975 | — | 173,920 | | James Topper, M.D., Ph.D.(3) | 55,000 | 62,778 | 51,975 | — | 169,753 | | Theodore R. Schroeder | 44,863 | 108,721(4) | 88,725(4) | — | 242,309 |

  12. Director Compensation

    (1) The amounts are valued based on the aggregate grant date fair value of the stock options granted in 2025 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718. See Note 7 to our financial statements in our 2025 Form 10-K for a discussion of the relevant assumptions used in determining the grant date fair value pursuant to ASC 718. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by exercising stock options). Whether, and to what extent, a non-employee director realizes a financial benefit from the awards will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on our board. (2) The amounts shown in this column represent the grant-date fair value of the RSUs granted in 2025 calculated in accordance with ASC 718. See Note 7 to our financial statements included in our 2025 Form 10-K for a discussion of the relevant assumptions used in determining the grant date fair value pursuant to ASC 718. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards. Whether, and to what extent, a non-employee director realizes a financial benefit from the awards will depend on our actual operating performance, stock price fluctuations and the non-employee director's continued service on our board. Each non-employee director received an annual grant of 10,500 RSUs on June 3, 2025, with a grant date fair value of $4.95 per share, which was the closing price of our stock on the date of grant, except Mr. Schroeder who received a grant of 21,000 RSUs in April 2025, with a grant date fair value of $4.225 per share, when he joined the board of directors. (3) Dr. Topper is one of the partners at Frazier. The cash retainers payable to Dr. Topper were paid to Frazier Life Sciences. The amounts shown in this column represent the grant-date fair value of the stock options and RSUs granted to Mr. Schroeder in connection with his appointment to our board. The aggregate number of shares underlying stock options and RSUs at December 31, 2025 for the individuals who served as non-employee directors during 2025 was as follows:

  13. Director Compensation

    | Name | Number of Securities Underlying Options Outstanding at December 31, 2025 | Number of Securities Underlying Restricted Stock Units Outstanding at December 31, 2025 | | Michael F. Cola | 130,860 | 10,500 | | Frank Karbe | 80,000 | 10,500 | | Heidi Kunz | 130,860 | 10,500 | | Asit Parikh, M.D., Ph.D. | 53,750 | 10,500 | | Theodore R. Schroeder | 35,000 | 21,000 | | David Socks | 60,000 | — | | Mark Stenhouse | 97,500 | 10,500 | | James Topper, M.D., Ph.D. | 80,000 | 10,500 |

  14. Director Compensation

    If a quorum is present and voting at the annual meeting, directors shall be elected by a plurality of votes cast, meaning that the three nominees receiving the highest number of shares voted “For” their election will be elected to our board of directors. Votes withheld from any nominee, abstention and broker non-votes will be counted only for purposes of determining a quorum and are not considered votes cast for the foregoing purpose. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF STEVEN BASTA, THEODORE R. SCHROEDER AND MARK STENHOUSE. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE.

  15. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation that was awarded to, earned by, or paid to our NEOs for services rendered during the years ended December 31, 2025, and 2024.

  16. Summary Compensation Table

    | Name and Principal Position (as of December 31, 2025) | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Steven Basta | 2025 | 525,000 | — | 1,986,600 | 3,983,144 | 455,701 | 17,625 | 6,968,070 | | President and Chief Executive Officer | | | | | | | | | | Sanjeev Narula | 2025 | 131,442 | — | 1,671,840 | 1,726,000 | 81,494 | 7,186 | 3,617,962 | | Chief Financial and Business Officer | | | | | | | | | | Anne Marie Cook | 2025 | 261,494 | — | 199,920 | 1,475,943 | 145,914 | 16,731 | 2,100,002 | | Chief Legal Officer and Secretary | | | | | | | | | | Terrie Curran | 2025 | 184,000 | — | 473,472 | 1,445,213 | — | 2,834,106 | 4,936,791 | | Former President and Chief Executive Officer | 2024 | 708,125 | — | — | 2,471,283 | 368,225 | 17,250 | 3,564,883 | | Azmi Nabulsi, M.D., M.P.H. | 2025 | 219,750 | — | 532,224 | 232,078 | — | 1,730,262 | 2,714,314 | | Former Chief Operating Officer | 2024 | 569,000 | — | 70,650 | 676,351 | 233,290 | 17,250 | 1,566,541 |

  17. Summary Compensation Table

    (1) This column reflects the base salaries actually paid to our NEOs in the applicable fiscal year. Mr. Basta, Mr. Narula and Ms. Cook joined the Company on April 1, 2025, June 23, 2025, and October 6, 2025, respectively. Ms. Curran's and Dr. Nabulsi's employment with the Company terminated on March 31, 2025 and May 16, 2025, respectively. (2) The amounts are valued based on the aggregate grant date fair value of the stock and option awards granted in the applicable year in accordance with ASC 718. See Note 7 to our financial statements in our 2025 Form 10‑K for a discussion of the relevant assumptions used in determining the grant date fair value pursuant to ASC 718. With respect to the RSUs granted to our NEOs in 2025 and 2024, and the performance-based stock units, or PSUs, tied to revenue and operating expense performance granted to our NEOs in 2025, the grant date fair value was determined by multiplying the closing price per share of our common stock on the date of grant by the number of RSUs or PSUs awarded. In 2025, Mr. Basta was granted stock price hurdle PSUs containing a market condition which was valued using a Monte Carlo simulation model calculating the grant date fair value. The grant date fair value of the PSUs tied to revenue and operating expense performance awarded to our NEOs in 2025, assuming maximum performance, would have been: Mr. Basta, $1,42,000; Ms. Cook, $399,840; Ms. Curran, $946,944; and Dr. Nabulsi, $152,064. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by exercising stock options). Whether, and to what extent, a named executive officer realizes a financial benefit from the awards will depend on our actual operating performance, stock price fluctuations and the named executive officer's continued employment or service. The PSUs granted to Ms. Curran and Dr. Nabulsi were included in the table above for the 2025 tranche, however, the grants expired unvested upon their respective termination of employment with the Company. (3) This column reflects the annual bonuses paid to our named executive officers for 2025 and 2024. Includes the value of matching contributions to the 401(k) Plan in the form of fully vested shares of our common stock for each NEO. For 2025, for Ms. Curran, also includes $2,816,481, representing the sum of the value of her separation payments ($920,000), COBRA premiums ($69,105), 2025 bonus ($478,000), and incremental expense recognized under ASC 718 as a result of the accelerated vesting of certain of her equity awards in connection with her separation ($1,349,376). For 2025, for Dr. Nabulsi, also includes $1,712,997, representing the sum of the value of his separation payments ($439,500), COBRA premiums ($28,123), 2025 bonus ($114,989), and incremental expense recognized under ASC 718 as a result of the accelerated vesting of certain of his equity awards in connection with his separation ($1,130,385).

  18. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding equity awards granted to our named executive officers that remained outstanding as of December 31, 2025.

  19. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards (1) | | | | Stock Awards | | Equity Incentive Plan Awards | | | | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Steven Basta | 4/3/2025 | — | 1,085,000 | 5.01 | 4/2/2035 | — | — | — | — | | | 4/3/2025 | — | — | — | — | — | — | 180,000(5) | 2,986,200 | | | 4/3/2025 | — | — | — | — | — | — | 132,362(6) | 2,195,886 | | Sanjeev Narula | 10/6/2025 | — | 200,000 | 11.61 | 10/5/2035 | 144,000(2) | 2,388,960 | — | — | | Anne Marie Cook | 6/23/2025 | — | 210,000 | 9.47 | 6/22/2035 | — | — | 37,061(6) | 614,842 | | Terrie Curran | 8/28/2019 | 855,687 | — | 6.95 | 6/30/2026 | — | — | — | — | | | 1/19/2022 | 206,250 | — | 15.21 | 6/30/2026 | — | — | — | — | | | 1/19/2023 | 138,802 | — | 8.35 | 6/30/2026 | — | — | — | — | | | 1/18/2024 | 286,979 | — | 7.60 | 6/30/2026 | — | — | — | — | | | 2/27/2025 | 114,166 | — | 5.76 | 6/30/2026 | — | — | — | — | | Azmi Nabulsi, M.D., M.P.H. | 1/19/2022 | 95,468 | 2,032 | 15.21 | 1/18/2032 | — | — | — | — | | | 1/19/2023 | 54,687 | 20,313 | 8.35 | 1/18/2033 | 15,000(2) | 248,850 | — | — | | | 7/14/2023 | — | — | — | — | 36,667(4) | 608,306 | — | — | | | 1/18/2024 | 62,291 | 67,709 | 7.60 | 1/17/2034 | — | — | — | — | | | 5/31/2024 | — | — | — | — | 2,500(2) | 41,475 | — | — | | | 2/27/2025 | — | 55,000 | 5.76 | 2/26/2035 | 79,200(2) | 1,313,928 | — | — |

  20. Outstanding Equity Awards at Fiscal Year-End

    (1) The stock options vest over a period of four years from the date of grant, with 25% vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter, subject to the executive's continuous service through each vesting date. The stock options have a term of ten years from the date of grant. The stock options will be subject to accelerated vesting pursuant to the employment letters with our named executive officers and the equity plans pursuant to which such stock options were granted, as described elsewhere in this “Executive Compensation and Other Information” section. (2) Represents RSUs that vest in three equal installments on each of the first three anniversaries of the grant date (or for the RSUs granted on May 31, 2024, on the first three anniversaries of December 18, 2023), subject to executive’s continued employment or service on the applicable vesting date. Each RSU represents a contingent right to receive one share of our common stock upon vesting of the underlying RSU. The RSUs will be subject to accelerated vesting pursuant to the employment letters with our named executive officers and the equity plans pursuant to which such RSUs were granted, as described elsewhere in this “Executive Compensation and Other Information” section. With respect to Dr. Nabulsi, the RSUs are subject to the provisions of Dr. Nabulsi’s separation and consulting agreement as described further under “Employment Letters with our Named Executive Officers – Separation Agreement and Consulting Agreement with Dr. Nabulsi” above. (3) The market value was computed using $16.59 per share, which was the closing price per share of our common stock on December 31, 2025. (4) Represents RSUs granted upon completion of our one-time option exchange on July 14, 2023 (the “Option Exchange”). Pursuant to the Option Exchange, eligible employees (including our named executive officers) were able to exchange outstanding stock options for a lesser amount of new RSUs. Employees who elected to participate in the Option Exchange received one RSU for every two shares of our common stock underlying the eligible options surrendered on a grant-by-grant basis. The Option Exchange expired on July 14, 2023, and all surrendered options were cancelled effective as of the completion date of the Option Exchange, and in exchange for those options, we issued new RSUs under the 2019 Plan. All of the existing stock options that were surrendered had exercise prices significantly above the then recent trading prices of our common stock. The new RSUs vest in three equal installments on each of the first three anniversaries of July 14, 2023, subject to the holder’s continuous service through the applicable vesting date. Represent PSU awards which are eligible to vest upon achievement of a stock price hurdle ($20.00), subject to continued service through the date of achievement of such stock price hurdle. The PSUs will be subject to accelerated vesting pursuant to the employment letter with Mr. Basta and the equity plan pursuant to which such PSUs were granted, as described elsewhere in this “Executive Compensation and Other Information” section. Represents PSU awards that are eligible to vest upon the achievement of financial performance metrics during 2025, 2026 and 2027. With respect to the portion of the PSUs tied to 2025 performance, includes the remaining 10% of such PSUs at 124% achievement that vested in February 2026 upon certification of the financial results for 2025. The portion of the PSUs eligible to vest based on 2026 and 2027 performance are reflected assuming target performance. The PSUs can vest at up to 200% of target at maximum performance. The PSUs will be subject to accelerated vesting pursuant to the employment letters with our named executive officers and the equity plan pursuant to which such PSUs were granted, as described elsewhere in this “Executive Compensation and Other Information” section.

  21. Pay Versus Performance

    Pay Versus Performance The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2025, 2024 and 2023, as applicable, and our financial performance for each such fiscal year:

  22. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | Year | Summary Compensation Table Total for PEO Terrie Curran ($) | Compensation Actually Paid to PEO Terrie Curran ($)(1)(2) | Summary Compensation Table Total for PEO Steven Basta ($) | Compensation Actually Paid to PEO Steven Basta ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Total Stockholder Return ($) | Net Income (Loss) (in thousands) ($) | | 2025 | 4,936,791 | (356,107) | 6,968,070 | 24,383,100 | 2,810,759 | 4,820,315 | 147.86 | (221.25) | | 2024 | 3,564,883 | 3,759,207 | — | — | 1,495,377 | 1,541,071 | 72.37 | (334.33) | | 2023 | 3,411,022 | 2,460,949 | — | — | 1,954,853 | 1,528,386 | 81.37 | (201.59) |

  23. Pay Versus Performance

    (1) Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below). Mr. Basta and Ms. Curran were our PEOs for 2025. Ms. Curran was our PEO in both 2024 and 2023. Mr. Narula, Ms. Cook and Dr. Nabulsi were our Non-PEO NEOs for 2025. Dr. Nabulsi and Molly Henderson were our Non-PEO NEOs for both 2024 and 2023. The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEO or our non-PEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our PEO and our non-PEO NEOs for each applicable fiscal year. Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  24. Pay Versus Performance

    | | 2025 | | | 2024 | | 2023 | | | Adjustments | PEO Terrie Curran ($) | PEO Steven Basta ($) | Average Non-PEO NEOs ($) | PEO Terrie Curran ($) | Average Non-PEO NEOs ($) | PEO Terrie Curran ($) | Average Non-PEO NEOs ($) | | Total Compensation for Covered Fiscal Year from Summary Compensation Table | 4,936,791 | 6,968,070 | 2,810,759 | 3,564,883 | 1,495,377 | 3,411,022 | 1,954,853 | | Deduct Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (1,918,685) | (5,969,744) | (1,946,002) | (2,471,283) | (720,988) | (2,188,495) | (1,121,523) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards in Fiscal Year | — | 20,164,770 | 3,468,238 | 2,753,640 | 765,242 | 1,881,766 | 866,831 | | Add Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards in Prior Fiscal Years | — | — | 373,351 | (289,758) | (112,153) | (600,962) | (193,847) | | Add Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 95,777 | 3,220,004 | 88,934 | — | 19,975 | 216,225 | 216,225 | | Add Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (2,249,155) | — | 25,035 | 201,725 | 93,618 | (258,607) | (194,153) | | Deduct Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (1,220,835) | — | — | — | — | — | — | | Total Compensation Actually Paid | (356,107) | 24,383,100 | 4,820,315 | 3,759,207 | 1,541,071 | 2,460,949 | 1,528,386 |

  25. Pay Versus Performance

    Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for PSU awards, based on financial performance metrics, the closing price per share on the applicable year-end date(s) or the closing price per share on the applicable vesting date(s) and for PSU awards, based on market conditions, the fair value per share determined using a Monte Carlo simulation model; and (iii) for stock options, the Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award in the case of underwater stock options and, in the case of in the money options, an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our 2025 Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years.