DEF 14A of Fold Holdings, Inc.
Filed Apr 8, 2026 · FY20250001193125-26-147728
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS
General
General Fold’s Board consists of seven members who are divided into three classes with staggered three-year terms. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to our management. The Board meets on a regular basis and additionally as required. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.
Nominees for Class I Directors
Nominees for Class I Directors Two candidates have been nominated for election as Class I directors at the 2026 Annual Meeting of Stockholders, each for a three-year term expiring in 2029. Upon recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Dr. Andrew Hohns and Mr. Bracebridge H. Young Jr. for election as Class I directors. Biographical information about each of the nominees is contained in the following section.
Information Regarding the Board and Director Nominees
Information Regarding the Board and Director Nominees The names of the members of the Board and Fold’s director nominees, their respective ages, their positions with Fold and other biographical information as of April 8, 2026, are set forth below. Except for Mr. McManus and Mr. Repass, who are brothers-in-law, there are no other family relationships among any of our directors or executive officers. There is no arrangement or understanding between Mr. McManus and any other person pursuant to which he was selected as an officer of the Company. Our Board is divided into three classes: • Class I, consisting of Mr. Young and Dr. Hohns, whose terms will expire at this upcoming annual meeting, as it is our first annual meeting of stockholders to be held after the closing of the business combination among the Company, EMLD Merger Sub., Inc. and Fold, Inc. on February 14, 2025 (the “Business Combination”); • Class II, consisting of Dr. Kirkwood and Mr. Reeves, whose terms will expire at our second annual meeting of stockholders to be held after the closing of the Business Combination; and • Class III, consisting of Mr. Simha, Ms. Hill and Ms. Goldwasser, whose terms will expire at our third annual meeting of stockholders to be held after the closing of the Business Combination. Unless otherwise instructed, shares represented by proxies will be voted “FOR” the election of each of the nominees named below. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two (2) directors. Stockholders may not cumulate votes for the election of directors.
Board of Directors
Board of Directors The nominees and their ages, occupations and lengths of service on our Board as of the date of the Proxy are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Board of Directors
| Name | Age | Position | Director Since | | Will Reeves | 37 | CEO & Chairman of the Board | February 2025 | | Lesley Goldwasser(3) | 64 | Director | February 2025 | | Kirstin Hill(2)(3) | 47 | Director | February 2025 | | Andrew Hohns(1) | 47 | Director | December 2021 | | Jonathan Kirkwood | 44 | Lead Director | February 2025 | | Erez Simha(3) | 63 | Director | February 2025 | | Bracebridge H. Young Jr.(1)(2) | 69 | Director | February 2025 |
Board of Directors
(1) Members of our Compensation Committee. (2) Members of our Nominating and Corporate Governance Committee. Members of our Audit Committee. Will Reeves has served as our Chief Executive Officer and as a Class II member of the Board since February 2025. Mr. Reeves co-founded Fold, Inc. ("Legacy Fold") in 2019 and served as Chief Executive Officer of Legacy Fold and as a Director since its inception. Over the past eight years, Mr. Reeves has held product leadership positions at Thesis, Inc., A3Ventures, LLC and BYND, leading digital transformation and the development of innovation projects for Google and other Fortune 500 technology companies. Prior to founding Legacy Fold, Mr. Reeves was the Head of Payments at Thesis, Inc. from May 2018 to September 2019, where he led the development and strategic direction of the bitcoin venture studio’s innovative payment and financial technologies. Mr. Reeves also has extensive experience in consumer finance. Prior to joining Thesis, Inc., Mr. Reeves played a key role at A3 Ventures, advancing mobility and commerce through the corporate innovation and investment arm of American Automobile Association. Mr. Reeves holds a B.A. in Rhetoric and Political Science from the University of California, Berkeley. We believe Mr. Reeves is well qualified to serve on the Board because of his background in product development, consumer finance and bitcoin and his operational and historical expertise gained from serving as Legacy Fold’s Chief Executive Officer since August 2019. Lesley Goldwasser has served as a Class III member of the Board since February 2025. Ms. Goldwasser has been a Managing Partner of GreensLedge Capital Markets LLC (“GreensLedge”) since September 2013. Prior to joining GreensLedge, Ms. Goldwasser was associated with Credit Suisse Group AG (“Credit Suisse”) as a Managing Director from September 2010 to November 2013, where she had global responsibility for the Hedge Fund Strategic Services unit. Before Credit Suisse, Ms. Goldwasser spent 12 years at Bear Stearns where she was co-head of Global Debt and Equity Capital Markets units and had global responsibility for structured products. Prior to her tenure at Bear Stearns, Ms. Goldwasser spent 12 years at Credit Suisse in a variety of management positions, including responsibility for both the Asset Backed and Non-Agency Mortgage Trading Desks. Ms. Goldwasser has been a member of the Board of Directors of TipTree Inc. (Nasdaq: TIPT), a financial services company, since January 2015, and currently serves as the lead Independent Director. She began serving as a director of Figure Technology Solutions, Inc. (Nasdaq: FIGR) in July 2025. She served as a director of FinTech Acquisition Corp. V, a blank check company, from December 2020 through its liquidation in December 2022. She also served as a director of FTAC Parnassus Acquisition Corp., a blank check company, from March 2021 through its liquidation in March 2023. She is the former lead Independent Director of Flagstar Bancorp (NYSE: FBC). Ms. Goldwasser is a graduate of the University of Cape Town, South Africa. We believe that Ms. Goldwasser’s extensive experience in the financial services industry makes her qualified to serve as a member of the Board. Kirstin Hill has served as a Class III member of the Board since February 2025. Ms. Hill currently serves as President and Chief Operating Officer of Social Finance, a national nonprofit and registered investment advisor. Previously, Ms. Hill spent 25 years at Bank of America/Merrill Lynch, most recently as Chief Operating Officer for Merrill Lynch Wealth Management, overseeing growth strategy, digital platforms, client service, sales performance, advisor compensation and field operations. Ms. Hill holds a bachelor’s degree from Harvard University. We believe that Ms. Hill’s significant experience in securities and banking regulation compliance makes her qualified to serve as a member of the Board. Andrew Hohns has served as a member of the Board since December 2021. Dr. Hohns is Chief Executive Officer of Newmarket, a registered investment advisor he founded in 2020. Newmarket manages capital on behalf of institutional investors worldwide, specializing in structured credit opportunities. In 2022, Newmarket established Battery Finance, a subsidiary focused on institutional investment strategies related to bitcoin. Dr. Hohns is a regular speaker at industry conferences, with expertise in infrastructure, securitization, socially responsible investment, impact investment, development finance, and bitcoin. Prior to establishing Newmarket, Dr. Hohns was a Managing Director at Mariner Investment Group from 2012 through 2020, and a Managing Director at Cohen & Company from 2005 through 2012. He was a Director of INSU Acquisition Corp II from September 2020 to February 2021 and is currently a director at BTC Development Corp. Since 2016, Dr. Hohns has served as a Director of UNICEF USA. Dr. Hohns holds a B.S. in Economics from the Wharton School at the University of Pennsylvania, a Masters in Liberal Arts from the School of Arts and Sciences at the University of Pennsylvania, and a PhD in Applied Economics and Managerial Sciences from the Wharton School at the University of Pennsylvania. We believe that Dr. Hohns’ experience in structured finance and investment management makes him qualified to serve as a member of the Board. Jonathan Kirkwood has served as a Class II member of the Board since February 2025. Dr. Kirkwood co-founded Ten31 LLC, a leading bitcoin investment platform, in 2020 and has served as its Managing Partner since its inception. As Managing Partner of Ten31 LLC, Dr. Kirkwood leverages his extensive experience in fintech and bitcoin investment management, strategic advisory, and business development to oversee the deployment of over $130 million across 35 companies within the bitcoin ecosystem. Dr. Kirkwood’s expertise in capital raising, regulatory compliance and portfolio management have been critical in guiding high-risk, high-uncertainty ventures to successful outcomes. His leadership spans various sectors, including bitcoin mining, exchanges, payments, security software and hardware, and AI-driven tools. Dr. Kirkwood sits on the board of directors of Start9 Labs Inc., a user-friendly platform provider for personal servers, and Battery Finance, a subsidiary of Newmarket focused on institutional investment strategies related to bitcoin, as well as BTC Development Corp. Dr. Kirkwood holds a B.S. in Biology from the University of Evansville, an M.D. from Ross University School of Medicine and an M.B.A. from Ball State University. We believe Dr. Kirkwood’s strategic insight, leadership experience and industry expertise make him well qualified to serve as a member of the Board.
Board of Directors
Erez Simha has served as a Class III member of the Board since February 2025. Mr. Simha brings over 20 years of experience and a proven track record of scaling high-tech disruptive companies in multiple industries, including food-tech, blockchain, 3D printing, and digital assets. Mr. Simha currently serves as the Chief Financial Officer of Artlist, an AI creative technology company, is a director and the audit committee chair of Solmate (Nasdaq: SLMT), and is a board member and treasurer of The Village LTD, a 501(c) nonprofit corporation. From 2022 through 2023, Mr. Simha served as the Chief Financial Officer at Genius Group (NYSE: GNS). From 2020 through 2022, Mr. Simha served as a director and President and Chief Financial Officer at Apifiny Group (NASDAQ: MFH). From 2019 through 2020, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at Kangaroo (Roo Inc.). From 2017 through 2019, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at Food-Tech. From 2011 through 2017, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at STRATASYS LTD (NASDAQ: SSYS). From 2004 through 2011, Mr. Simha served in various capacities, including Vice President of Customer Support, Finance and Operations, Orbotech Pacific Vice President of Finance and Operations, Corporate Vice President of Finance and Chief Financial Officer, at Orbotech LTD. (NASDAQ: ORBK). Mr. Simha holds a Bachelors Degree in Economics and Accounting and a Masters Degree in Business Administration and Finance from Tel Aviv University. He is a Certified Public Accountant. We believe that Mr. Simha’s experience in SPAC transactions, public company reporting requirements and GAAP and IFRS reports makes him qualified to serve as a member of the Board. Bracebridge H. Young Jr. has served as a Class I member of the Board since February 2025 and also currently serves as Vice Chairman of Bracebridge Capital, a Boston based hedge fund. In addition, Mr. Young serves as the CEO of BTC Development Corp. and as a member of the board of advisors of Newmarket Investment Advisors and Upwell, a technology-enabled water asset management company. Mr. Young served as President and Chief Executive Officer of EMLD from June 2021 to February 2025. Mr. Young served as Chief Executive Officer at Eclat Impact in 2016. From 2000 through 2015, Mr. Young served as Chief Executive Officer and Partner at Mariner Investment Group. He joined Mariner directly from Goldman Sachs, where he began on the Commercial Paper trading desk in 1980 and subsequently served as Head Trader of Institutional Liquid Assets, Co-Head of the Money Market Sales and Trading Department in New York, Partner in charge of Fixed-Income in Tokyo, Head of Fixed-Income and foreign exchange sales in London, and, finally, Partner and Head of European Debt Capital Markets in New York. Mr. Young serves on the board of directors of Social Finance USA, a Boston-based nonprofit organization dedicated to mobilizing investment capital to drive social change, serves on the boards of directors for Social Progress Imperative, a non-profit best known for measuring a government’s social and environmental performance, Cultivo, a platform designed to finance the regeneration of nature, and TerViva, an agricultural innovation company partnering with farmers to grow and harvest Pongamia. Mr. Young received a B.A from Bowdoin College in 1977 and an M.B.A. from New York University’s Stern School of Business in 1983. We believe that Mr. Young’s experience in corporate leadership and private equity makes him qualified to serve as a member of the Board.
OUR BOARD RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR ELECTION AS DIRECTORS FOR PROPOSAL NO. 1
OUR BOARD RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR ELECTION AS DIRECTORS FOR PROPOSAL NO. 1
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs for fiscal years ended December 31, 2025 and December 31, 2024 (including for periods prior to the Business Combination). We have omitted the column entitled “Option Awards” as well as "Non-Equity Incentive Plan Compensation" because our NEOs did not receive option awards or non-equity incentive plan compensation during the years presented. We have also omitted the column entitled “Nonqualified Deferred Compensation Earnings” as Fold has not sponsored any nonqualified deferred compensation plans or arrangements during the years presented.
Summary Compensation Table
| | | Salary | Bonus | Stock Awards | All Other Compensation | Total Compensation | | Name and Principal Position | Year | ($) | ($)(2) | ($)(1)(4) | ($)(3) | ($) | | Will Reeves | 2025 | 460,025 | 80,000 | 21,500,000 | 10,500 | 22,050,525 | | Principal Executive Officer | 2024 | 200,000 | 37,500 | 6,004,479 | 7,125 | 6,249,104 | | Bracebridge H. Young, Jr. | 2025 | — | — | 125,000 | — | 125,000 | | Former Principal Executive Officer | 2024 | — | — | — | — | — | | Wolfe Repass | 2025 | 370,863 | 60,000 | 1,500,000 | — | 1,930,863 | | Chief Financial Officer | 2024 | 195,250 | — | 803,555 | — | 998,805 | | Thomas Dickman | 2025 | 321,260 | 36,000 | 1,500,000 | 10,022 | 1,867,282 | | Chief Technology Officer | 2024 | 230,000 | — | 2,960 | 6,900 | 239,860 |
Summary Compensation Table
(1) Amounts reflect the full grant-date fair value of restricted stock units (“RSUs”) computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Please see the discussion of the assumptions made in the valuation of these awards in “Note 12—Share-Based Compensation Expense” to the audited consolidated financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2025. Subject to satisfaction of applicable vesting requirements, each RSU is to be settled one-for-one with a share of the Company’s common stock. For 2025, the Compensation Committee assessed that management met 20% of their bonus targets for fiscal year 2025, resulting in the bonus indicated above for Mr. Reeves and Mr. Dickman. In accordance with the discretion granted to the Compensation Committee, due to Mr. Repass's considerable efforts and leadership during fiscal year 2025, in line with the Compensation Committee's discretion, the Compensation Committee increased Mr. Repass's bonus from 20% of his target to 30% of his target. For 2024, the amount reflects a cash bonus paid to Mr. Reeves in respect of quarterly revenue generated by Fold from certain of its customers. None of our other named executive officers earned or were eligible to earn cash bonuses in 2024. Amounts include matching contributions made under the 401(k) plan. In May 2025, as further described below, in light of their significant efforts in assisting the Company complete the Business Combination in February 2025, the Compensation Committee awarded Mr. Reeves, Mr. Repass, and Mr. Dickman one-time, special "deSPAC" RSU grants totaling 1,800,000 RSUs, 50,000 RSUs, and 50,000 RSUs, respectively, on top of their respective general equity grants of 350,000 RSUs, 100,000 RSUs, and 100,000 RSUs, respectively. The Compensation Committee assessed the value of the Company's common stock for the purposes of these grants at $10 per share. The 12,500 RSU grant for Mr. Young was granted in respect of his service as a director in June 2025.
Potential Payments and Benefits upon Termination and/or Change in Control
Potential Payments and Benefits upon Termination and/or Change in Control Each of our NEOs participate in the Fold Holdings, Inc. Executive Severance Plan (the “Executive Severance Plan”). Under the Executive Severance Plan, in the event of the executive’s termination of employment by us without “cause” or by the executive for “good reason” (each as defined in the Executive Severance Plan) (each, a “Qualifying Termination”), the executive will be eligible to receive the following payments and benefits: (i) continued payment of base salary for the number of months set forth in the plan for the executive’s tier level (as approved by the Compensation Committee); and (ii) subsidized COBRA continuation for the executive and his or her covered dependents for up to the number of months set forth in the plan for the executive’s tier level. However, in the event of the executive’s Qualifying Termination during the 12-month period following the consummation of a “change in control” of the Company (as defined in the 2025 Plan or successor equity incentive plan) or, solely if such Qualifying Termination is at the request of the acquirer in the change in control or otherwise related to the change in control, during the three-month period prior to the consummation of such change in control, the executive will be eligible to receive the following payments and benefits (in lieu of the payments and benefits described above): (i) an amount equal to the number of months of base salary specified in the plan for the executive’s tier level, payable in a lump sum; (ii) subsidized COBRA continuation for the executive and his or her covered dependents for up to the number of months specified in the plan for the executive’s tier level; (iii) an amount equal to a specified percentage, based on the executive’s tier level, of the executive’s target annual cash performance bonus for our fiscal year in which such Qualifying Termination occurs, payable in a lump sum; and (iv) full accelerated vesting of outstanding and unvested equity awards, with any performance goals applicable to such equity awards deemed achieved at target performance. The Compensation Committee has assigned our NEOs to the following tiers under the Executive Severance Plan, with the corresponding benefits as set forth below.
Potential Payments and Benefits upon Termination and/or Change in Control
| | Termination Not in connection with a Change in Control | | Termination in connection with a Change in Control | | | Name | Tier | Salary/Benefits | Salary/Benefits | Bonus Percentage | | Mr. Reeves | Tier 1 | 12 months | 18 months | 150% | | Mr. Repass | Tier 2 | 9 months | 12 months | 100% | | Mr. Dickman | Tier 2 | 9 months | 12 months | 100% |
Potential Payments and Benefits upon Termination and/or Change in Control
Each NEO’s right to receive the applicable severance payments and benefits is subject to the NEO’s execution, delivery, and, as applicable, non-revocation of a general release of claims in favor of the Company and its affiliates, and continued compliance with any applicable restrictive covenants. Additionally, if any payments under the Executive Severance Plan, together with any other amounts paid to the executive, would subject the Executive to an excise tax under Section 4999 of the Internal Revenue Code, such payments will be reduced to the extent that such reduction would produce a better net after-tax result for the executive.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by each NEO as of December 31, 2025. Such awards are reflected in each row below on an award-by-award basis. The vesting schedule for each award that has not fully vested as of December 31, 2025 is shown in the footnotes to this table. For awards granted prior to the Business Combination, the number of shares/units below reflect adjustments made to give effect to the Business Combination.
Outstanding Equity Awards at Fiscal Year-End
| | | | Stock Awards | | | Name and Principal Position | Grant Date | Vesting Commencement Date | Number of Shares or Units of Stock that have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | | Will Reeves | | | | | | Principal Executive Officer | | | | | | | 10/20/2022 | 10/1/2022 | 10,746(2) | 28,047 | | | 8/30/2024 | 12/1/2022 | 138,580(2) | 361,694 | | | 5/16/2025 | 2/14/2025 | 350,000(3) | 913,500 | | | 5/16/2025 | 2/14/2025 | 1,800,000(3) | 4,698,000 | | Bracebridge H. Young, Jr. | | | | | | Former Principal Executive Officer | | | | | | | 6/3/2025 | 2/14/2025 | 12,500(4) | 32,625 | | Wolfe Repass | | | | | | Chief Financial Officer | | | | | | | 6/20/2022 | 5/19/2022 | 3,474(2) | 9,067 | | | 2/28/2023 | 3/1/2023 | 39,581(2) | 103,306 | | | 1/9/2024 | 9/1/2023 | 359(2) | 937 | | | 8/30/2024 | 6/1/2024 | 46,192(2) | 120,561 | | | 5/16/2025 | 2/14/2025 | 100,000(3) | 261,000 | | | 5/16/2025 | 2/14/2025 | 50,000(3) | 130,500 | | Thomas Dickman | | | | | | Chief Technology Officer | | | | | | | 6/20/2022 | 5/19/2022 | 1,073(2) | 2,801 | | | 1/9/2024 | 9/1/2023 | 359(2) | 937 | | | 5/16/2025 | 2/14/2025 | 100,000(3) | 261,000 | | | 5/16/2025 | 2/14/2025 | 50,000(3) | 130,500 |
Outstanding Equity Awards at Fiscal Year-End
(1) Amounts are calculated based on multiplying the number of shares shown in the table by the closing price of our Common Stock as of December 31, 2025, which was $2.61 per share. (2) Represents RSUs granted by Legacy Fold under the 2019 Plan that vest upon satisfaction of a service-based vesting requirement. These RSUs were also subject to a liquidity event vesting requirement, which was satisfied (or deemed satisfied) in connection with the Business Combination and no longer applies. The service-based vesting condition is satisfied as to 1/4 of the RSUs initially subject to the award on the first anniversary of the vesting commencing date and as to 1/48th of the RSUs on each monthly anniversary of the vesting commencement date thereafter, subject to the grantee’s continued service through the applicable vesting date. (3) Represents RSUs granted under the 2025 Plan that vest upon satisfaction of a service-based vesting requirement. The service-based vesting condition is satisfied as to 1/4 of the RSUs initially subject to the award on the first anniversary of the vesting commencement date, and thereafter in equal quarterly installments for the next three years, subject to the grantee’s continued service through the applicable vesting date. Represents RSUs granted to Mr. Young in his capacity as a director. The grant vested in full on February 14, 2026. See "Director Compensation" below.
Director Compensation
Director Compensation Prior to the Business Combination, our directors who served at that time did not receive any compensation for their service in their capacity as directors. In connection with the Business Combination, our Board adopted the Fold Holdings, Inc. Non-Employee Director Compensation Program (the “Director Compensation Program”), a comprehensive program to attract and retain qualified non-employee directors who are essential to our future success, growth, and governance.
2025 Director Compensation Table
2025 Director Compensation Table The following table reflects the compensation of each of our non-employee directors who served at any time during the fiscal year ended December 31, 2025.
2025 Director Compensation Table
| Name | Fees earned or paid in cash ($)(1) | Stock Awards ($)(2) (3) | All Other Compensation | Total ($) | | Lesley Goldwasser | 43,889 | 125,000 | — | 168,889 | | Kirstin Hill | 48,278 | 125,000 | — | 173,278 | | Andrew Hohns | 35,111 | 125,000 | — | 160,111 | | Jonathan Kirkwood | 63,639 | 1,125,000 | — | 1,188,639 | | Erez Simha | 52,667 | 125,000 | — | 177,667 | | Bracebridge H. Young Jr. | 57,056 | 125,000 | — | 182,056 |
2025 Director Compensation Table
(1) Represents, pro-rated for the first quarter, the total annual cash retainer of $40,000 for each director, an additional cash retainer of $15,000 for Dr. Kirkwood as Chair of the Compensation Committee, an additional cash retainer of $20,000 for Mr. Simha as Chair of the Audit Committee, and an additional cash retainer of $10,000 for Ms. Hill as Chair of the Nominating and Corporate Governance Committee. There is an additional annual retainer of $25,000 for Dr. Kirkwood, the lead director. Non-chair members of respective committees receive an annual retainer of $10,000 for the Audit Committee, $7,500 for the Compensation Committee, and $5,000 for the Nominating and Corporate Governance Committee. (2) Represents the grant date fair value of RSUs as determined in accordance with ASC Topic 718, Compensation — Stock Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Please see the discussion of the assumptions made in the valuation of these awards in “Note 12—Share-Based Compensation Expense” to the audited consolidated financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2025. Generally, the full grant date fair value is the amount that we would expense in our financial statements over the award’s vesting schedule. These amounts reflect our accounting expense, and do not correspond to the actual value that will be recognized by the director. The RSUs were granted under the 2025 Incentive Award Plan pursuant to the Director Compensation Program, and vest following a one-year service vesting period. (3) The aggregate number of shares subject to outstanding equity awards held by our non-employee directors is set forth below. Each entry represents the number of shares underlying outstanding unvested RSUs as of December 31, 2025, which were granted pursuant to our Director Compensation Program (and generally vest upon the earlier of one-year and the day before our 2026 annual meeting, subject to continued service as of the applicable vesting date). In addition, Dr. Kirkwood received RSUs in recognition of his service as a member of the Board with respect to his efforts relating to the Business Combination. This additional grant vested as to one 1/4th of the RSUs on February 14, 2026, and thereafter will vest in equal quarterly installments for the next three years, subject to Dr. Kirkwood's continued service as a board member through the applicable vesting date.
2025 Director Compensation Table
| Name | Shares Underlying Stock Awards | | Lesley Goldwasser | 12,500 | | Kirstin Hill | 12,500 | | Andrew Hohns | 12,500 | | Jonathan Kirkwood | 112,500 | | Erez Simha | 12,500 | | Bracebridge H. Young Jr. | 12,500 |