DEF 14A of Beta Bionics, Inc., Apr 10, 2026

DEF 14A of Beta Bionics, Inc.

Filed Apr 10, 2026 · FY20250001193125-26-151235

Open on EDGAR

  1. Page

    | Equity-Based Incentive Awards | 24 | | Outstanding Equity Awards at Fiscal Year End | 25 | | Employment Arrangements with Our Named Executive Officers | 26 | | Potential Payments Upon Termination or Change in Control | 26 | | Saint and Feider Employment Agreements | 27 | | Equity Awards | 27 | | Other Compensation and Benefits | 28 | | Incentive Compensation Recoupment Policy | 28 | | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 28 | | Non-Employee Director Compensation | 29 | | Non-Employee Director Compensation Policy | 30 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 | | Equity Compensation Plan Information | 33 | | 2025 Equity Incentive Plan | 33 | | 2025 Employee Stock Purchase Plan | 37 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 39 | | Policies and Procedures for Related Person Transactions | 39 | | Certain Related Person Transactions | 39 | | Convertible Preferred Stock Financings | 39 | | Series E Preferred Stock Financing | 39 | | Concurrent Private Placement | 40 | | Investor Agreements | 40 | | Our Relationship with Boston University | 40 | | Device License Agreement | 40 | | Control Algorithm Agreement | 41 | | Indemnification Agreement | 41 | | OTHER INFORMATION FOR STOCKHOLDERS | 42 | | Stockholder Proposals for the 2027 Annual Meeting of Stockholders | 42 | | Householding of Proxy Materials | 42 | | Additional Filings | 43 | | OTHER MATTERS | 43 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Under our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at this Annual Meeting, each Class II director has a term that expires at the Company’s 2027 annual meeting of stockholders and each Class III director has a term that expires at the Company’s 2028 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. There are currently seven members of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the two incumbent directors listed below, both of whom have previously been elected by our stockholders, for election to the Board at the Annual Meeting. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.

  3. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors

  4. Our Board of Directors

    Our Board of Directors The biographies of each of our nominees for election to the Board as Class I directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. All of the Company’s incumbent directors have previously been elected by our stockholders, other than Gerard Michel, who was appointed by our Board on March 26, 2025. Mr. Michel was identified as a potential director nominee by the Board.

  5. Class I Director Nominees for Election at the Annual Meeting

    Class I Director Nominees for Election at the Annual Meeting Sean Carney | Director Since February 2020 | Age: 57 | Committee Memberships: Audit Committee Sean Carney has served as a member of our Board since February 2020. Mr. Carney has served as a Partner and Head of Global Investment at Hillhouse Investment, a private equity firm, since February 2017, focusing on global leveraged buyouts and carve-outs. Mr. Carney also serves on the boards of several privately held companies, including Emerald Clinical (formerly George Clinical), a clinical research organization, since June 2023 and Versuni, a global home appliance company, since September 2021. From November 1996 to December 2017, Mr. Carney served as a Managing Director at Warburg Pincus LLC, a private equity firm. He has previously served on numerous public and private company boards, including Bausch + Lomb, an eye health products company, Dexcom, and the Wright Medical Group N.V., a global medical device company. Mr. Carney received his A.B. in Economics from Harvard University and his M.B.A. from Harvard Business School. Our Board believes that Mr. Carney's extensive directorship experience and his experience working in the private equity industry qualifies him to serve on our Board. Christy Jones | Director Since January 2025 | Age: 56 | Committee Memberships: Compensation Committee and Nominating and Corporate Governance Committee Christy Jones has served as a member of our Board since January 2025. Ms. Jones previously served on our Board from April 2021 to August 2023. Ms. Jones has served as Managing Director of Richmond Capital Partners, a private investment company focused on real estate, technology and growth company assets, since March 2017. Ms. Jones previously served on the board of directors of Optiva, Inc., a publicly held cloud-native revenue management software company, from March 2017 to July 2020. She has served on the board of directors of Extend Fertility LLC, a privately held company focused on the cryopreservation of women's eggs since April 2015. Ms. Jones received her B.A. in Economics from Stanford University and her M.B.A. from Harvard Business School. Our Board believes that Ms. Jones's extensive entrepreneurial experience bringing new technologies to market qualifies her to serve on our Board.

  6. Class II Directors Continuing in Office Until Our 2027 Annual Meeting

    Class II Directors Continuing in Office Until Our 2027 Annual Meeting Maria Palasis, Ph.D. | Director | Director Since January 2025 | Age: 61 | Committee Memberships: Audit Committee and Compensation Committee Maria Palasis, Ph.D. has served as a member of our Board since January 2025. Dr. Palasis previously served on our Board from September 2022 to September 2023 and has served on our Advisory Board since September 2023. Dr. Palasis has served as the President and Chief Executive Officer of Lyra Therapeutics Inc., a publicly traded biotechnology company focused on developing therapies for chronic rhinosinusitis, since December 2014, and as Executive Vice President and Chief Technology Officer from March 2011 to December 2014. Previously, she served as Executive Vice President from September 2008 to March 2011 of Arsenal Medical, Inc., a medical device company, and as President and Chief Executive Officer from December 2014 to June 2018 of both Arsenal Medical, Inc. and its spin out, 480 Biomedical, and in roles of increasing responsibility at Boston Scientific Corporation, a medical device company, from November 1995 to January 2008. She has served on the board of directors of PanTher Therapeutics, Inc., a privately held biotechnology company since September 2020 and of Lyra Therapeutics since January 2015. Previously, she also served on the board of directors of Arsenal Medical, Inc. from 2015 to 2018. Dr. Palasis received her B.S. and Ph.D. in Chemical Engineering from the University of Cincinnati. Our Board believes that Dr. Palasis's extensive experience in developing medical devices and drug delivery systems qualifies her to serve on our Board. Sean Saint | President, Chief Executive Officer and Director | Director Since August 2022 | Age: 50 | Committee Memberships: None Sean Saint has served as our Chief Executive Officer and a member of our Board since August 2022. Mr. Saint co-founded Luna Diabetes, a private company focused on automated insulin delivery for multiple daily injection users and has served as a member of its board of directors from January 2021 to January 2025. From January 2014 to September 2020, Mr. Saint served as Co-Founder and Chief Executive Officer of Companion Medical, Inc., a medical device company in the diabetes industry, leading the development and launch of the company's InPen, a smart insulin pen for diabetes patients, and the acquisition of the company by Medtronic in 2020. He continued to serve as Vice President of Companion Medical at Medtronic through August 2021. From July 2009 to January 2014, Mr. Saint served as Director of Mechanical Engineering and Advanced Technology at Tandem Diabetes Care, a medical device manufacturer, leading the design and implementation of a pumping mechanism for insulin infusion therapy. From August 2007 to February 2009, Mr. Saint served as Co-Founder and Vice President of Research and Development at Alure Medical, a medical developer, leading the hiring efforts of the engineering and regulatory teams, implementing a clinical trial and receiving 510(k) clearance from the FDA for the company's devices. Prior to that, from October 2003 to August 2007, Mr. Saint worked as Engineering Manager at Dexcom, a public company focused on continuous glucose monitoring systems for diabetes management, managing the development of a short-term transcutaneous sensor and an in-hospital IV-based glucose monitor. Mr. Saint received his B.S. in Mechanical Engineering and minor in Computer Science from California Polytechnic State University - San Luis Obispo. Mr. Saint is also a certified Professional Engineer in California. Our Board believes that Mr. Saint's extensive experience in the diabetes industry qualifies him to serve on our Board.

  7. Class III Directors Continuing in Office Until Our 2028 Annual Meeting

    Class III Directors Continuing in Office Until Our 2028 Annual Meeting Dan Dearen | Director Since October 2024 | Age: 63 | Committee Memberships: Audit Committee and Nominating and Corporate Governance Committee Dan Dearen has served as a member of our Board since October 2024. Mr. Dearen previously worked at Axonics, Inc., a publicly traded medical device company, serving as Chief Operating Officer and Chief Financial Officer from October 2013 to August 2018 and as President and Chief Financial Officer from August 2018 to October 2023. Previously, he served as Chief Operating Officer and Chief Financial Officer of Vessix Vascular Inc. from July 2009 to November 2012, Chief Financial Officer of Miraval Holding from December 2004 to November 2008, and Chief Financial Officer of Q3DM, Fairbanks Systems Group, ESI Software, and Medication Delivery Devices from January 1995 to November 2004. Mr. Dearen also serves on the boards of several privately held companies, including Jena Valve Technology, Inc., a developer and manufacturer of transcatheter aortic valve replacement systems, since January 2023. He previously served on the board of directors of Endotronix, Inc., a developer and manufacturer of digital health management solutions for patients suffering from heart failure, from March 2021 until its acquisition by Edwards Lifesciences in August 2024. Mr. Dearen received his B.B.A. in Accounting and Business from Southern Methodist University and his M.B.A. from Boston College. Our Board believes that Mr. Dearen's extensive experience working in the medical device and pharmaceutical industries qualifies him to serve on our Board. Adam Lezack | Chairperson | Director Since December 2023 | Age: 46 | Committee Memberships: Compensation Committee and Nominating and Corporate Governance Committee Adam Lezack has served as a member of our Board since December 2023 and has been nominated to serve as Chairperson of our board of directors since December 2024. Mr. Lezack is Co-Founder of Fortis Advisors (acquired by PNC Bank in 2018), a shareholder representative services firm specializing in mergers and acquisitions (M&A), and has served as Managing Director since 2011. Following Fortis Advisors' acquisition by PNC Bank, Mr. Lezack led the build-out and commercialization of the PNC M&A Escrow and Payment Solutions business and served as its Managing Director. Prior to founding Fortis Advisors, Mr. Lezack worked as a Corporate Attorney at DLA Piper from May 2008 to August 2011. Mr. Lezack previously served as a member of the board of directors of the San Diego Chapter of the Juvenile Diabetes Research Foundation (now Breakthrough T1D). He received his B.Com degree from the University of Victoria, his J.D. from the University of Manitoba Faculty of Law and his LL.M. from the University of San Diego School of Law. Our Board believes that Mr. Lezack's entrepreneurial leadership and legal experience qualify him to serve on our Board. Gerard Michel | Director Since March 2025 | Age: 62 | Committee Memberships: Audit Committee Gerard Michel has served as a member of our Board since March 2025. Mr. Michel has served as director and Chief Executive Officer at Delcath Systems, Inc., a publicly traded interventional oncology company, since October 2020. From June 2014 to September 2020, he served as Chief Financial Officer at Vericel Corporation, a biopharmaceutical company. Mr. Michel also served as Chief Financial Officer and Vice President, Corporate Development at Biodel, Inc. from November 2007 to May 2014, and Chief Financial Officer and Vice President of Corporate Development at NPS Pharmaceuticals Inc. from August 2002 to November 2007. Previously, Mr. Michel was a Principal at Booz Allen and held a variety of commercial roles at both Lederle Labs and Wyeth Labs. Mr. Michel holds an M.S. in Microbiology from the University of Rochester School of Medicine, an M.B.A. from the Simon School of Business, and a B.S. in both Biology and Geology from the University of Rochester. Our Board believes that Mr. Michel's extensive experience working in the pharmaceutical and medical technology industries qualifies him to serve on our Board.

  8. COMPENSATION COMMITTEE

    | Primary Responsibilities | Current Committee Members | | • reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; • administering our equity incentive plans; • establishing policies with respect to equity compensation arrangements; • overseeing our overall compensation practices and objectives and assessing whether such practices establish appropriate incentives in light of our specific business objectives; • considering questions of possible conflicts of interest of directors as such questions arise; • reviewing and making recommendations to the full Board regarding the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; • reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement; • reviewing with management and making recommendations to the full Board regarding the plans for succession of our chief executive officer and other key executives; • when required, prepare the compensation committee report as required by the SEC to be included in our annual proxy statement; and • reviewing and assessing on an annual basis the performance of the Compensation Committee and the Compensation Committee charter. Independence All members of the Compensation Committee are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. Delegation Authority The Compensation Committee may form and delegate authority to subcommittees for any purpose that the Compensation Committee deems appropriate, including (a) a subcommittee consisting of a single member, and (b) a subcommittee consisting of at least two members, each of whom qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. Role of Executive Officers and Compensation Consultant A discussion of the role of our executive officers and compensation consultant in determining executive compensation is included elsewhere in this proxy statement. | |

  9. Hedging and Pledging Policy

    Hedging and Pledging Policy Our Insider Trading Policy prohibits employees, directors and designated consultants from engaging in derivatives securities or hedging transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset any decrease in the market value of our securities and the risks associated with holding our common stock. Our Insider Trading Policy also prohibits trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options and other compensatory equity awards issued by us), as well holding our common stock in margin accounts. Additionally, our Insider Trading Policy prohibits pledging securities as collateral for a loan without prior approval from our Board and pre-clearance from the Trading Compliance Officer.

  10. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION The following tables and accompanying narrative disclosure set forth information about the compensation provided to our named executive officers during the years ended December 31, 2025 and 2024. These executive officers, who include the individual who served as our principal executive officer in 2025 and the two most highly compensated executive officers (other than our principal executive officer) who were serving as executive officers at the end of the fiscal year ended December 31, 2025 were: Sean Saint, President and Chief Executive Officer; • Stephen Feider, Chief Financial Officer; and • Mike Mensinger, Chief Product Officer. We refer to these individuals as our named executive officers (the “Named Executive Officers”).

  11. Summary Compensation Table

    Summary Compensation Table The following table shows for the fiscal years ended December 31, 2025 and 2024 compensation awarded to or paid to, or earned by, the Named Executive Officers.

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Sean Saint, President and Chief Executive Officer | 2025 | 700,000 | 1,584,360 | 8,981,357 | 894,600 | 31,000 | 12,191,317 | | | 2024 | 491,667 | — | — | 371,000 | 23,000 | 885,667 | | Stephen Feider, Chief Financial Officer | 2025 | 475,000 | 689,490 | 3,676,312 | 333,878 | 23,500 | 5,198,180 | | | 2024 | 358,333 | — | — | 278,250 | 23,000 | 659,583 | | Mike Mensinger, Chief Product Officer(5) | 2025 | 450,000 | 513,450 | 2,341,193 | 316,305 | 23,251 | 3,644,200 |

  13. Summary Compensation Table

    (1) Amounts represent the aggregate grant date fair value of restricted stock unit awards granted to the Named Executive Officers during 2025, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in the notes of our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the Named Executive Officers. (2) Amounts represent the aggregate grant date fair value of stock option awards granted to the Named Executive Officers during 2025, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in the notes of our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the Named Executive Officers. (3) The amounts disclosed for 2025 represent annual performance bonuses earned in 2025 and paid in 2026. For additional information, please see the subsection titled “—Annual Performance Bonus Opportunity.” (4) The amounts disclosed for 2025 represent company 401(k) matching contributions. For additional information, please see the subsection titled “—401(k) Plan.” Mr. Mensinger was not a Named Executive Officer in 2024 and thus, his 2024 compensation is not reported in this table.

  14. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025.

  15. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards(1) | | | | | Stock Awards(1) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Sh) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(2) | | Sean Saint | 3/15/2025(3) | 3/1/2025 | | | | | 81,000 | 2,468,070 | | | 2/27/2025(4) | 2/27/2025 | 40,750 | 122,250 | 19.91 | 2/27/2035 | | | | | 1/30/2025(5) | 1/30/2025 | 97,480 | 370,464 | 17.00 | 1/29/2035 | | | | | 9/14/2023(6) | 8/15/2022 | 411,832 | 82,366 | 5.10 | 9/13/2033 | | | | | 9/14/2023(7) | 8/15/2022 | — | 54,911 | 5.10 | 9/13/2033 | | | | | 8/1/2022(7) | 8/1/2022 | — | 83,268 | 7.51(8) | 7/31/2032 | | | | | 8/1/2022(6) | 8/1/2022 | 624,416 | 125,029 | 7.51(8) | 7/31/2032 | | | | Stephen Feider | 3/15/2025(3) | 3/1/2025 | | | | | 35,250 | 1,074,068 | | | 2/27/2025(4) | 2/27/2025 | 17,750 | 53,250 | 19.91 | 2/27/2035 | | | | | 1/30/2025(5) | 1/30/2025 | 38,790 | 147,413 | 17.00 | 1/29/2035 | | | | | 9/14/2023(5) | 9/14/2023 | 21,705 | 47,990 | 5.10 | 9/13/2033 | | | | | 8/1/2022(6) | 8/1/2022 | 138,711 | 27,831 | 7.51(8) | 7/31/2032 | | | | Mike Mensinger | 3/15/2025(3) | 3/1/2025 | | | | | 26,250 | 799,838 | | | 2/27/2025(4) | 2/27/2025 | 13,000 | 39,000 | 19.91 | 2/27/2035 | | | | | 1/30/2025(5) | 1/30/2025 | 22,970 | 87,308 | 17.00 | 1/29/2035 | | | | | 9/14/2023(6) | 8/1/2023 | 137,984 | 98,569 | 5.10 | 9/13/2033 | | |

  16. Outstanding Equity Awards at Fiscal Year End

    (1) All of the option awards that were granted prior to our initial public offering were granted under the 2016 Plan. All of the equity awards granted after our initial public offering were granted under our 2025 Plan, the terms of which are described under the section titled “Equity Compensation Plan Information—2025 Equity Incentive Plan.” All of the option awards were granted with a per share exercise price equal to the fair value of one share of our common stock on the date of grant, as determined in good faith by our Board. (2) The amount is calculated using a value of $30.47 per share, which was the closing price of our common stock on the Nasdaq Global Market on December 31, 2025, the last trading day of fiscal year 2025. (3) The shares subject to this RSU shall vest in 12 equal quarterly installments measured on each of March 1, June 1, September 1 and December 1 following the vesting commencement date, subject to the Named Executive Officer’s continuous service with us through each such vesting date. (4) The shares subject to this option shall vest in 36 equal monthly installments measured from the vesting commencement date, subject to the Named Executive Officer’s continuous service with us through each such vesting date. The shares subject to this option shall vest in 48 equal monthly installments measured from the vesting commencement date, subject to the Named Executive Officer’s continuous service with us through each such vesting date. One-fourth of the shares subject to this option vested one year after the vesting commencement date, and thereafter 1/36th of the remaining shares subject to this option vest on each monthly anniversary thereof, subject to the Named Executive Officer’s continuous service with us through each such vesting date. The shares subject to this option shall vest in 12 equal monthly installments measured four years after the vesting commencement date, subject to the Named Executive Officer’s continuous service with us through each such vesting date. (8) The per-share exercise price has been adjusted to reflect the Company’s reverse stock split effected in January 2025 prior to the closing of the Company’s initial public offering. As adjusted, the exercise price is presented on the same post-split basis as all other share and per-share amounts disclosed in this proxy statement.

  17. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Regardless of the manner in which a Named Executive Officer’s service terminates, each Named Executive Officer is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation. In addition, Mr. Saint and Mr. Feider are entitled to certain severance benefits under their respective employment agreements, subject to their execution of a release of claims, return of all Company property and compliance with post-termination obligations. In the event of a change in control and/or a change in control plus a qualifying termination of employment, our Named Executive Officers are also entitled to accelerated vesting of outstanding equity awards.

  18. Non-Employee Director Compensation

    Non-Employee 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:

  19. Non-Employee Director Compensation

    | Name | Fees Earned or Paid In Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Sean Carney | 60,000 | 165,000 | — | 225,000 | | Adam Lezack | 122,500 | 165,000 | — | 287,500 | | Dan Dearen | 77,500 | 165,000 | — | 242,500 | | Christy Jones | 67,500 | 165,000 | — | 232,500 | | Maria Palasis, Ph.D. | 67,500 | 165,000 | — | 232,500 | | Gerard Michel | 39,667 | 165,000 | — | 204,667 | | Amanda Black(3) | — | — | — | — | | James Parker Cassidy(3) | — | — | — | — | | Westley Dupray(3) | — | — | — | — | | Gilad Glick(3) | — | — | — | — | | Lennox Ketner(3) | — | — | — | — |

  20. Non-Employee Director Compensation

    (1) The amounts reported here do not reflect the actual economic value realized by our directors. In accordance with SEC rules, this column represents the grant date fair value of shares underlying RSU awards, calculated in accordance with ASC 718. As of December 31, 2025, the aggregate number of shares subject to outstanding RSU awards held by any of the directors listed in the table above was 165,000, held by each of Mr. Carney, Mr. Lezack, Mr. Dearen, Ms. Jones, Dr. Palasis and Mr. Michel. Assumptions used in the calculation of the grant date fair value of the RSU awards are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2) The amounts reported here do not reflect the actual economic value realized by our directors. In accordance with SEC rules, this column represents the grant date fair value of shares underlying outstanding stock options, calculated in accordance with ASC 718. As of December 31, 2025, the aggregate number of shares subject to outstanding stock options held by each director listed in the table above was as follows: 86,293, 9,137, 67,004 and 9,137 held by Mr. Carney, Mr. Lezack, Ms. Jones and Dr. Palasis, respectively. Assumptions used in the calculation of the grant date fair value of the stock options are set forth in Note 2, “Significant Accounting Policies – Stock-Based Compensation” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3) Ms. Black, Mr. Cassidy, Mr. Dupray, Mr. Glick and Ms. Ketner resigned from our Board in January 2025. Sean Saint, our President and Chief Executive Officer, does not receive any additional compensation for his service on the Board. Mr. Saint’s compensation as a Named Executive Officer is set forth above under the section titled “Summary Compensation Table.” Edward Damiano, Ph.D., our former Executive Chairman, was formerly an employee, executive officer and a member of our Board. Effective as of January 29, 2025, Dr. Damiano retired as Executive Chairman and resigned as a member of the Board. During fiscal year ended December 31, 2025 and prior to his retirement, Dr. Damiano did not receive any compensation for his service on the Board.

  21. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board adopted a non-employee director compensation policy that became effective in January 2025 and was amended in January 2026 (as amended, the “Non-Employee Director Compensation Policy”). This compensation policy provides that each such non-employee director will receive the following compensation for service on our Board: • an annual cash retainer of $50,000; • an additional annual cash retainer of $50,000 for service as independent chair of the Board; • an additional annual cash retainer of $37,500 for service as lead independent director of the Board; • an additional annual cash retainer of $10,000, $7,500 and $7,500 for service as a non-chair member of the audit committee, compensation committee, and the nominating and corporate governance committee, respectively; • an additional annual cash retainer of $20,000, $15,000 and $10,000 for service as chair of the audit committee, chair of the compensation committee, and chair of the nominating and corporate governance committee, respectively (in lieu of the committee member retainer above); • an initial RSU award granted automatically upon a director’s initial election or appointment to the Board, with a grant date value of $165,000, prorated based on the length of the director’s initial term, vesting on the earlier of (i) the one-year anniversary of the date of grant and (ii) the day immediately preceding the next annual meeting; and • an annual RSU award granted automatically on the date of each annual meeting with a grant date value of $180,000, vesting on the earlier of (i) the one-year anniversary of the date of grant and (ii) the day immediately preceding the next annual meeting. Pursuant to the Non-Employee Director Compensation Policy, the compensation described above is subject to the limits on non-employee director compensation set forth in the 2025 Plan. Each of the RSU awards described above is granted under our 2025 Plan. We will also continue to reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.