DEF 14A of Regenxbio Inc., Apr 14, 2026

DEF 14A of Regenxbio Inc.

Filed Apr 14, 2026 · FY20250001193125-26-155058

Open on EDGAR

  1. TABLE OF CONTENTS

    | PROXY STATEMENT SUMMARY | 3 | | PROPOSAL 1: ELECTION OF DIRECTORS | 6 | | CORPORATE GOVERNANCE | 11 | | DIRECTOR COMPENSATION | 20 | | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 | | AUDIT COMMITTEE REPORT | 24 | | PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 25 | | INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 26 | | EXECUTIVE COMPENSATION | 27 | | PROPOSAL 4: APPROVE A STOCK OPTION EXCHANGE FOR OUR NON-EXECUTIVE EMPLOYEES | 39 | | PROPOSAL 5: APPROVE A STOCK OPTION EXCHANGE FOR OUR EXECUTIVE EMPLOYEES | 46 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 53 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 56 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING | 57 | | OTHER MATTERS | 62 | | CONTACT INFORMATION FOR QUESTIONS AND ASSISTANCE WITH VOTING | 63 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Under our Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws ("the Bylaws"), the Board is divided into three classes of roughly equal size. The members of each class are elected to serve a three-year term with the term of office of each of the three classes ending in successive years. Pursuant to our Bylaws, the Board has fixed the current number of directors at 10. Jean Bennett, M.D., Ph.D., A.N. “Jerry” Karabelas, Ph.D., and Daniel Tassé, are the three Class II directors whose terms expire at this Annual Meeting. The Board has nominated Dr. Bennett, Dr. Karabelas, and Mr. Tassé (collectively, the “nominees” and each, a “nominee”) to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or other removal. Each of the nominees was recommended for election by the Nominating and Corporate Governance Committee, and each such recommendation was approved unanimously by the Board. Shares represented by signed proxy cards will be voted on Proposal 1 “For” the election of the nominees to the Board at the Annual Meeting, unless otherwise marked on the card. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares represented by proxy will be voted for the election of a substitute nominee designated by the current Board, unless otherwise marked on the card. The nominees have each agreed to serve as a director if elected. We have no reason to believe that any of the nominees will be unable to serve if elected. Certain information about each of the nominees is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experience, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the nominees should continue to serve as directors. Our directors have a diverse set of skills and experience on the Board, including: • all of our directors have life sciences experience, including with respect to gene therapy; • all of our directors have deep public company or executive leadership experience; • five of our directors have experience in medicine, science, academia or research; • three of our directors have finance, accounting or IT experience; • two of our directors have regulatory, public policy or legal experience; • three of our directors have commercial experience; and • four of our directors have international experience.

  3. ELECTION OF DIRECTORS

    | Name | Age | Positions and Offices Held with Company | Director Since | | Jean Bennett, M.D., Ph.D. | 71 | Director | 2021 | | A.N. “Jerry” Karabelas, Ph.D. | 73 | Director | 2015 | | Daniel Tassé | 66 | Lead Independent Director | 2016 |

  4. ELECTION OF DIRECTORS

    Jean Bennett, M.D., Ph.D., has been a Director since September 2021. Dr. Bennett has been the F.M. Kirby Emeritus Professor of Ophthalmology at the Perelman School of Medicine at the University of Pennsylvania since 2021, where she was previously a professor for 17 years. She also served as director of the Center for Advanced Retinal and Ocular Therapeutics at the University of Pennsylvania from 2014 to 2023. In addition to Dr. Bennett’s positions at the University of Pennsylvania, she has been an Investigator at the Center for Cellular and Molecular Therapeutics at The Children’s Hospital of Philadelphia for more than a decade. She also co-founded life science companies Spark Therapeutics (acquired by Roche), GenSight Biologics, Limelight Bio and Opus Genetics. Dr. Bennett has published or contributed to more than 175 peer-reviewed publications on gene therapy, including her pioneering work on gene therapy delivery of RPE65, which was foundational to the approval of Luxturna, the first gene therapy product approved by the U.S. Food and Drug Administration (the “FDA”). Dr. Bennett received a B.S. in Biology from Yale University, a Ph.D. in Zoology and Cell Biology from the University of California, Berkeley and an M.D. from Harvard University. She also completed postdoctoral fellowships in Radiobiology and Environmental Health at the University of California, San Francisco, Human Genetics at Yale School of Medicine and Development Genetics at The Johns Hopkins University School of Medicine. She is a member of the National Academy of Science, The National Academy of Medicine and the American Academy of Arts and Sciences. Dr. Bennett’s work as a leading molecular genetics researcher and her past experience in drug development, provides her with deep medical and scientific experience and with life sciences expertise, particularly in the field of retinal gene therapy. A.N. “Jerry” Karabelas, Ph.D., has been a Director since May 2015 and served as Lead Independent Director from June 2020 until June 2024. Dr. Karabelas has been a Venture Partner at Apple Tree Partners, a life sciences venture capital firm, since January 2021, prior to which he was a Partner at Care Capital, LLC (“Care Capital”), a life sciences venture capital firm, from 2001 to 2020. Before joining Care Capital, Dr. Karabelas was Chairman at Novartis BioVentures Fund, which is owned by Novartis AG (“Novartis”), a provider of capital for life sciences companies across the biotech, medical devices and diagnostics industries, prior to which he was the Chief Executive Officer of Novartis Pharma AG, which is also owned by Novartis. Before joining Novartis, Dr. Karabelas was Executive Vice President, Worldwide Pharmaceuticals of SmithKline Beecham, where he was responsible for U.S. and European operations, regulatory and strategic marketing. Dr. Karabelas also serves as a director at Braeburn Pharmaceuticals, Inc., a privately held pharmaceutical company, since 2015. He previously served as director at Bausch Health Companies from 2016 until 2023, Chairman at Polyphor AG, a pharmaceutical company, from 2013 to 2019 and Inotek Pharmaceuticals Corporation from 2012 to 2016. In connection with his work at Care Capital, Dr. Karabelas previously served on numerous boards of directors of pharmaceutical and therapeutics companies, including Renovo, plc, Vanda Pharmaceuticals, Inc. and NitroMed, Inc. Dr. Karabelas also previously served as Chairman at SkyePharma, plc and Human Genome Sciences. Dr. Karabelas received a B.S. from the University of New Hampshire and a Ph.D. from the Massachusetts College of Pharmacy. Dr. Karabelas's senior management positions at commercial and development-stage biopharmaceutical companies, strong knowledge of strategic and regulatory issues, his insight into international operations and his international perspective on the life sciences industry and healthcare related issues provides him with deep executive leadership, medical, life sciences, regulatory, international and commercial expertise. Daniel Tassé has been a Director since August 2016 and began serving as Lead Independent Director in July 2024. Mr. Tassé has served as the Chief Executive Officer and a director of DBV Technologies SA, a publicly held biopharmaceutical company, since 2018. From 2016 to 2019, he was the Chairman of Alcresta Therapeutics, Inc. (“Alcresta”), a privately held biopharmaceutical company, and from 2016 to 2018, he was the Chairman and Chief Executive Officer of Alcresta. Mr. Tassé previously served as a director at Indivior PLC, from 2014 to 2021, Bellerophon Therapeutics, Inc. from 2013 to 2019 and HLS Therapeutics Inc. from 2018 to 2019. Prior to the acquisition of Ikaria Inc. (“Ikaria”) by Mallinckrodt Pharmaceuticals in 2015, Mr. Tassé was President, Chief Executive Officer and Chairman of Ikaria and served as the Interim Chief Executive Officer and President of Bellerophon from February 2014 to June 2014. Previously, Mr. Tassé was the General Manager of the Pharmaceuticals and Technologies Business Unit of Baxter International, Inc. and Vice President and Regional Director for Australasia at GlaxoSmithKline plc. Mr. Tassé was a member of the Health Section Governing Board of the Biotechnology Industry Organization, where he participated on the bioethics, regulatory environment and reimbursement committees. Additionally, Mr. Tassé was a member of the board of directors of the Pharmaceutical Research and Manufacturers of America, where he participated on the FDA and biomedical research committee. Mr. Tassé received a B.Sc. in Biochemistry from the University of Montreal. Mr. Tassé has an extensive track record of business building in the healthcare industry, a strong background in commercial operations, global management experience and a detailed knowledge of the life sciences industry, which provides him with a breadth of executive leadership, life sciences and international experience.

  5. Continuing Directors Not Standing for Election

    Continuing Directors Not Standing for Election Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the directors should serve as one of our directors. The term of the Class III directors will expire at the 2027 annual meeting of stockholders, and the term of the Class I directors will expire at the 2028 annual meeting of stockholders.

  6. Continuing Directors Not Standing for Election

    | Name | Age | Positions and Offices Held with Company | Director Since | | Allan M. Fox | 78 | Director | 2009 | | Alexandra Glucksmann, Ph.D. | 67 | Director | 2018 | | George Migausky | 71 | Director | 2021 | | Kenneth T. Mills | 51 | Chairman of the Board | 2009 | | Curran Simpson | 64 | Director, President and Chief Executive Officer | 2024 | | David Stump, M.D. | 76 | Director | 2015 | | Jennifer Zachary | 48 | Director | 2022 |

  7. Class III Directors (Terms Expire in 2027)

    Class III Directors (Terms Expire in 2027) George Migausky has been a Director since September 2021. Mr. Migausky has more than 30 years of experience in the life sciences industry, having served as Chief Financial Officer for several public biopharmaceutical and clinical diagnostic companies. Mr. Migausky served as interim Chief Financial Officer for Ocular Therapeutix, Inc., a biopharmaceutical company, during 2017. Prior to that, he served as Chief Financial Officer of Dyax Corp., a biopharmaceutical company, from 2008 through the company’s acquisition by Shire plc in 2016. Prior to that, Mr. Migausky served as Chief Financial Officer of Wellstat Management Company, a biotechnology company, from 2007 to 2008, and Chief Financial Officer of IGEN International, Inc., a biotechnology company, and BioVeris Corporation, a diagnostics company, from 1986 through their acquisitions by F. Hoffman LaRoche in 2004 and 2007, respectively. Mr. Migausky has served as a director at Immunovant, Inc., a publicly held biopharmaceutical company, from December 2019 to April 2025. He has also served as a trustee at the Massachusetts Eye and Ear Institute since 2015. Mr. Migausky previously served as a director at Dimension Therapeutics, Inc. from 2015 through the company’s acquisition by Ultragenyx Pharmaceutical Inc. in 2017, and at Abeona Therapeutics Inc. from June 2020 to September 2020 and at Hyperion Catalysis International, a privately held electrical manufacturing company, from 2008 to 2022. He received a B.S. from Boston College and an M.B.A. from Babson College. Mr. Migausky has specific attributes that qualify him to continue to serve as a member of the Board, including his significant experience in executive leadership positions in the life sciences industry and serving on the boards of directors and audit committees of publicly traded biopharmaceutical companies. Kenneth T. Mills has been a Director since March 2009, and served as our President and Chief Executive Officer until July 2024 when he was appointed Chairman of the Board. Mr. Mills was appointed as President, Chief Executive Officer, and Director of Tagworks Pharmaceuticals BV, a privately-held precision oncology company, in July 2024. Mr. Mills was with FOXKISER LLP (“FOXKISER”), most recently as a Partner, from 2007 to 2015 and was previously the Chief Financial Officer and Vice President of Business Development at Meso Scale Diagnostics, a life sciences company, from 2004 to 2006 and was part of the original management team that established the company’s operations and financing strategy. From 1997 to 2003, Mr. Mills was employed at IGEN International, Inc., a biotechnology company, where he served as Director of Business Development up through the company’s acquisition by Roche. Mr. Mills received an S.B. in Chemistry from the Massachusetts Institute of Technology. Mr. Mills’ qualifications to continue to serve as a member of the Board include his extensive experience as an executive in the gene therapy and biotechnology industries, including as former President and Chief Executive Officer of our Company, his prior service as a senior-level executive in both early stage and mature biotechnology companies and his demonstrated business judgment. David C. Stump, M.D., has been a Director since October 2015. From 1999 to 2012, Dr. Stump was with Human Genome Sciences, Inc., a biopharmaceutical company, as Executive Vice President, Research and Development from 2007 to 2012, Executive Vice President, Drug Development from 2003 to 2007 and Senior Vice President, Drug Development from 1999 to 2003. Prior to joining Human Genome Sciences, Dr. Stump held roles of increasing responsibility at Genentech, Inc., a biopharmaceutical company, from 1989 to 1999, including Vice President, Clinical Research and Genentech Fellow. Prior to joining Genentech, Dr. Stump was an Associate Professor of Medicine and Biochemistry at the University of Vermont. Dr. Stump has served as a director at MacroGenics, Inc., a publicly held biopharmaceutical company, since 2013. He also currently serves on the board of trustees of Earlham College. Dr. Stump previously served as a director at Sunesis Pharmaceuticals, Inc. from 2006 to 2021, Portola Pharmaceuticals, Inc. from 2015 to 2020 and Dendreon Corporation, a biotechnology company, from 2010 to 2015. Dr. Stump holds an A.B. from Earlham College and an M.D. from Indiana University and completed his residency and fellowship training in internal medicine, hematology, oncology and biochemistry at the University of Iowa. Dr. Stump has specific attributes that qualify him to continue to serve as a member of the Board, including his substantial medical and scientific background and expertise, his extensive experience in research and development and operations in the biotechnology industry and his prior service on public company boards.

  8. Class I Directors (Terms Expire in 2028)

    Class I Directors (Terms Expire in 2028) Allan M. Fox has been a Director since February 2009 and served as Chairman from June 2020 until June 2024. Mr. Fox is the founding partner of FOXKISER, a firm committed to the strategic development of transformative innovations from biomedical research, which was formed in 1986. Mr. Fox specializes in identifying business opportunities and improving competitive market positions. Through FOXKISER, he has participated in the formation and development of numerous ventures in the public and private sectors, including the founding of REGENXBIO and Dimension Therapeutics, Inc. Before forming FOXKISER, Mr. Fox co-led the establishment of the Washington office of the law firm of Kaye Scholer. While in the public sector, Mr. Fox served as Chief of Staff and Chief Legislative Assistant to U.S. Senator Jacob K. Javits of New York. He also served as Chief Counsel to the United States Senate Health and Scientific Research Subcommittee, chaired by Senator Edward M. Kennedy. Mr. Fox was a Fellow in Law, Science and Medicine at Yale Law School where he received an LL.M. degree. Mr. Fox also holds a J.D. and B.A. from Temple University. Mr. Fox has specific attributes that qualify him to continue to serve as a member of the Board, including his broad experience in providing strategic advice to and investing in biotechnology companies throughout their life cycles, his expertise in identifying business opportunities, his deep experience with REGENXBIO since the time of its founding and his current and prior service on boards of directors. Alexandra Glucksmann, Ph.D., has been a Director since May 2018. Dr. Glucksmann currently serves as the board executive chair of Rouge Therapeutics, a biotechnology startup and director at Edity Therapeutics, Senior Advisor at Scenic Biotech BV, each a privately held biotechnology company, and on the Supervisory Board of TME Pharma NV, a biotechnology company focused on the treatment of aggressive cancers. Most recently, she served as President and CEO of Sensorium Therapeutics, a privately held biotechnology company. From 2018 to 2022, Dr. Glucksmann served as the President and Chief Executive Officer and a director at Cedilla Therapeutics, Inc., a privately held biotechnology company, and from 2017 to 2018, Dr. Glucksmann was an Entrepreneur-in-Residence at Third Rock Ventures, LLC, a privately held healthcare venture firm, where she focused on company formation. She was also a founding employee of Editas Medicine, Inc., a publicly held biotechnology company, and served as its Chief Operating Officer from 2013 to 2017. Prior to that, Dr. Glucksmann was a founding employee of Cerulean Pharma Inc., a publicly held biotechnology company, and served as its Senior Vice President of research and business operations from 2006 to 2013. From 2006 to 2015, she served as a director at Taconic Biosciences, Inc. Dr. Glucksmann received a B.S. in Bacteriology from the University of Wisconsin-Madison and a Ph.D. in Molecular Genetics and Cell Biology from the University of Chicago, and she completed her postdoctoral fellowship at the Massachusetts Institute of Technology. Dr. Glucksmann’s qualifications to continue to serve as a member of the Board include her extensive experience in senior management positions at biotechnology companies, particularly her experience in the formation and development of biotechnology companies. Curran Simpson became Company President, Chief Executive Officer and Director in July 2024. Mr. Simpson previously served as our EVP, Chief Operating Officer and has been on our senior management team since August 2015. Prior to joining us, from 2012 until 2015, Mr. Simpson was the Regional Supply Chain Head for North America and Interim Chief Operating Officer at GlaxoSmithKline plc (“GSK”). Mr. Simpson was the Senior Vice President, Operations at the Human Genome Sciences division of GSK (“HGS”) from 2006 to 2012, as well as the Vice President, Manufacturing Operations at HGS from 2003 to 2006 and served as interim CEO of HGS, where he led the integration of HGS into GSK. Prior to HGS, Mr. Simpson held various positions with Biogen, Inc., Covance Biotechnology Services Inc., Novo-Nordisk Biochem Inc., Genentech, Inc. and Genencor, Inc. Mr. Simpson received an M.S. in Surface and Colloid Science (Physical Chemistry) from Clarkson University and a B.S. in Chemistry/Chemical Engineering from Clarkson College of Technology. Mr. Simpson’s qualifications to continue to serve as a member of the Board include his extensive experience as an executive in the biotechnology and life sciences industries, including as CEO and former EVP, Chief Operating Officer of our Company along with his prior service as a senior-level executive with biotechnology companies and his demonstrated business judgment. Jennifer Zachary has been a Director since June 2022. Ms. Zachary currently serves as the Executive Vice President and General Counsel of Merck & Co., Inc. In this role, she serves as a legal advisor to Merck’s directors and executives, leads the company’s office of general counsel and sets the company’s global legal strategy. She is also responsible for the company’s compliance, global safety and environment, and global security functions. Prior to joining Merck, Ms. Zachary was a partner at the international law firm Covington & Burling, LLP. She practiced in the area of pharmaceutical and medical device regulatory law and advised a wide range of manufacturers and trade associations on compliance with government requirements for the development, manufacture and sale of their products. Prior to that, Ms. Zachary served as an Associate Chief Counsel for enforcement at the FDA and as a Special Assistant U.S. Attorney in the Civil Division of the U.S. Attorney’s Office for the District of Columbia. Ms. Zachary holds a B.S./B.A. in biology and chemistry from Arizona State University and a J.D. from Harvard Law School. Ms. Zachary has specific attributes that qualify her to continue to serve as a member of the Board, including her government service related to health care and regulatory compliance, experience in senior management positions at a large biopharmaceutical company and a global law firm, and her strong knowledge of strategic, legal and regulatory issues.

  9. Information Regarding the Board of Directors and its Committees

    Information Regarding the Board of Directors and its Committees As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for each of the Board committees during 2025:

  10. Information Regarding the Board of Directors and its Committees

    | Committee | Chair | Non-Chair Members | Number of Meetings in 2025 | | Audit Committee | George Migausky | David C. Stump, M.D. Jennifer Zachary | 4 | | Compensation Committee | Daniel Tassé | Alexandra Glucksmann, Ph.D. A.N. “Jerry” Karabelas, Ph.D. | 8 | | Nominating and Corporate Governance Committee | David C. Stump, M.D. | Jean Bennett, M.D., Ph.D. Allan M. Fox* | 4 |

  11. Information Regarding the Board of Directors and its Committees

    *Allan M. Fox was appointed to the Nominating and Corporate Governance Committee in February of 2026. Below is a description of each committee of the Board. The Board has determined that each member of the Audit, Compensation and Nominating and Corporate Governance Committees meets applicable rules and regulations regarding “independence” and that each such member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Board determines the compensation of our non-employee directors in conjunction with recommendations made by the Compensation Committee. We use a combination of cash and share-based compensation to attract and retain qualified candidates to serve on the Board. Curran Simpson, our President and CEO and a member of the Board, did not receive any compensation from us during our fiscal year ended December 31, 2025 for his service as a director and is not included in the 2025 Director Compensation Table below.

  13. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth a summary of the compensation we paid to our non-employee directors in 2025:

  14. 2025 Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Total ($) | | Jean Bennett, M.D., Ph.D. | 50,000 | 68,747 | 206,247 | 324,994 | | Allan M. Fox | 45,000 | 68,747 | 206,247 | 319,994 | | Alexandra Glucksmann, Ph.D. | 52,500 | 68,747 | 206,247 | 327,494 | | A.N. “Jerry” Karabelas, Ph.D. | 52,500 | 68,747 | 206,247 | 327,494 | | George Migausky | 65,000 | 68,747 | 206,247 | 339,994 | | Kenneth T. Mills | 80,000 | 68,747 | 206,247 | 354,994 | | David C. Stump, M.D. | 65,000 | 68,747 | 206,247 | 339,994 | | Daniel Tassé | 85,000 | 68,747 | 206,247 | 359,994 | | Jennifer Zachary | 55,000 | 68,747 | 206,247 | 329,994 |

  15. 2025 Director Compensation Table

    (1) Amounts represent the aggregate grant date fair value of RSUs or options, as applicable, granted during the 2025 fiscal year calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See Note 11, “Stock-based Compensation,” to the financial statements included in our Annual Report for a discussion of the assumptions we made in determining the grant date fair value of our equity awards. As of December 31, 2025, our non-employee directors held the following unvested RSUs and outstanding options to purchase shares of our common stock:

  16. 2025 Director Compensation Table

    | Name | Aggregate Number of Unvested RSUs | Aggregate Number of Options Outstanding | | Jean Bennett, M.D., Ph.D. | 7,768 | 117,485 | | Allan M. Fox | 7,768 | 164,985 | | Alexandra Glucksmann, Ph.D. | 7,768 | 152,485 | | A.N. “Jerry” Karabelas, Ph.D. | 7,768 | 153,885 | | George Migausky | 7,768 | 117,485 | | Kenneth T. Mills | 92,170 | 1,943,852 | | David C. Stump, M.D. | 7,768 | 164,985 | | Daniel Tassé | 7,768 | 177,485 | | Jennifer Zachary | 7,768 | 111,900 |

  17. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning the compensation earned by our NEOs during the years ended December 31, 2025 and 2024:

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Curran Simpson(5) | 2025 | 665,510 | — | 777,448 | 2,350,302 | 387,327 | 20,125 | 4,200,712 | | President and Chief | 2024 | 571,723 | — | 1,330,383 | 2,572,911 | 289,689 | 19,838 | 4,784,543 | | Executive Officer | | | | | | | | | | Stephen Pakola, M.D. | 2025 | 543,987 | — | 505,343 | 509,232 | 220,859 | 20,125 | 1,799,546 | | EVP, Chief Medical | 2024 | 518,082 | — | 1,364,933 | 581,592 | 212,414 | 19,838 | 2,696,858 | | Officer | | | | | | | | | | Patrick J. Christmas | 2025 | 520,903 | 200,000 | — | 1,096,810 | 203,673 | 20,125 | 2,041,511 | | EVP, Chief Strategy and | 2024 | 500,868 | — | 1,386,135 | 628,120 | 202,852 | 19,838 | 2,737,813 | | Legal Officer | | | | | | | | |

  19. Summary Compensation Table

    (1) Amounts represent a special transaction-related cash performance bonus payment to the applicable NEO in connection with our entry into the Collaboration and License Agreement with Nippon Shinyaku effective in March 2025. Refer to the "Proxy Statement Executive Summary—Business Highlights" section of this Proxy Statement for further information regarding the Collaboration and License Agreement with Nippon Shinyaku. (2) Amounts represent the aggregate grant date fair value of RSUs or options, as applicable, granted during the respective fiscal year calculated in accordance with FASB ASC Topic 718. See Note 11, “Stock-based Compensation,” to the financial statements included in our Annual Report for a discussion of the assumptions we made in determining the grant date fair value of our equity awards. (3) Amounts represent cash compensation earned under our annual incentive program, based on achievement of corporate and/or individual objectives as determined by the Board or Compensation Committee. Amounts are paid out annually after the completion of the calendar year for which the compensation was earned. (4) Amounts consist of employer matching contributions to our 401(k) plan. (5) Curran Simpson served as EVP, Chief Operating Officer through July 1, 2024, on which date he was appointed President and CEO.

  20. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding and unexercised options and unvested RSUs held by each of our NEOs as of December 31, 2025. The number of shares subject to each award and, where applicable, the exercise price per share, reflects all changes as a result of our capitalization adjustments. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.

  21. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(2) | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(3) ($) | | Curran Simpson | 1/3/2018 | 17,128 | — | 35.80 | 1/3/2028 | — | — | | | 1/3/2019 | 46,000 | — | 40.82 | 1/3/2029 | — | — | | | 1/2/2020 | 46,000 | — | 38.99 | 1/2/2030 | — | — | | | 1/4/2021 | 62,300 | — | 44.97 | 1/4/2031 | — | — | | | 1/3/2022 | 50,035 | 1,065 | 34.31 | 1/3/2032 | 2,675 | 38,520 | | | 1/3/2023 | 38,636 | 14,350 | 22.25 | 1/3/2033 | 33,972 | 489,197 | | | 1/2/2024 | 29,253 | 31,797 | 18.34 | 1/2/2034 | 28,846 | 415,382 | | | 7/1/2024 | 96,400 | 175,789 | 11.07 | 7/1/2034 | 42,343 | 609,739 | | | 1/2/2025 | — | 478,606 | 7.86 | 1/2/2035 | 98,912 | 1,424,333 | | Stephen Pakola, M.D. | 4/17/2019 | 95,000 | — | 54.72 | 4/17/2029 | — | — | | | 1/2/2020 | 42,600 | — | 38.99 | 1/2/2030 | — | — | | | 1/4/2021 | 49,700 | — | 44.97 | 1/4/2031 | — | — | | | 1/3/2022 | 41,615 | 885 | 34.31 | 1/3/2032 | 2,225 | 32,040 | | | 1/3/2023 | 19,318 | 11,959 | 22.25 | 1/3/2033 | 45,294 | 652,234 | | | 1/2/2024 | 24,378 | 26,497 | 18.34 | 1/2/2034 | 24,038 | 346,147 | | | 8/1/2024 | — | — | — | — | 29,193(4) | 420,379 | | | 1/2/2025 | — | 103,698 | 7.86 | 1/2/2035 | 64,293 | 925,819 | | Patrick J. Christmas | 8/18/2016 | 6,430 | — | 12.10 | 8/18/2026 | — | — | | | 1/4/2017 | 641 | — | 19.50 | 1/4/2027 | — | — | | | 1/3/2018 | 43,000 | — | 35.80 | 1/3/2028 | — | — | | | 1/3/2019 | 45,000 | — | 40.82 | 1/3/2029 | — | — | | | 1/2/2020 | 50,000 | — | 38.99 | 1/2/2030 | — | — | | | 1/4/2021 | 62,500 | — | 44.97 | 1/4/2031 | — | — | | | 1/3/2022 | 36,621 | 779 | 34.31 | 1/3/2032 | 1,975 | 28,440 | | | 1/3/2023 | 41,212 | 15,307 | 22.25 | 1/3/2033 | 33,970 | 489,168 | | | 1/2/2024 | 26,328 | 28,617 | 18.34 | 1/2/2034 | 25,961 | 373,838 | | | 8/1/2024 | — | — | — | — | 28,223(4) | 406,411 | | | 1/2/2025 | — | 223,350 | 7.86 | 1/2/2035 | — | — |

  22. Outstanding Equity Awards at 2025 Fiscal Year-End

    Each option grant vests over a four-year period, with 25% of the shares underlying the option vesting after 12 months from the date of grant and the balance vesting in equal monthly installments over the 36 months thereafter, provided that the optionee provides continuous service to the Company. (2) Except as otherwise noted, RSUs vest over a four-year period, with 25% of the RSUs vesting on each of the first, second, third and fourth anniversaries of the first day of the month in which the RSUs were granted, provided that the recipient provides continuous service to the Company. (3) Amounts represent the market value, based on the last reported closing price of the Company’s common stock as of December 31, 2025 ($14.40), as reported by Nasdaq, of shares underlying RSUs held as of December 31, 2025. (4) RSUs vest over a two-year period, with 25% of the RSUs vesting every six months from the grant date, provided that the recipient provides continuous service to the Company.

  23. Employment Agreements and Potential Payments upon Termination or Change in Control

    Employment Agreements and Potential Payments upon Termination or Change in Control We have entered into employment agreements with each of our NEOs. Pursuant to each employment agreement in effect as of December 31, 2025, if we terminate the employment of the respective NEO without cause or if such NEO voluntarily resigns for good reason, as described in the respective agreement, then the NEO will be eligible to receive, contingent on timely executing and not revoking a general release of all claims the NEO may have against us and on the NEO returning all of our property in the NEO’s possession, continued payment of base salary in equal monthly installments for 12 months. In addition, if the NEO elects to continue its health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), we will pay such terminated NEO's monthly COBRA premiums for nine months. If a terminated NEO obtains employment during the salary continuation period, then we will cease to be obligated to make any further payments to the terminated NEO. If we terminate the employment of an NEO without cause or if such NEO voluntarily resigns for good reason immediately prior to or during the 18 months following a change in control, as such term is defined in our 2015 Equity Incentive Plan and 2025 Equity Incentive Plan, then the NEO will be eligible to receive, contingent on the NEO timely executing and not revoking a general release of all claims the NEO may have against us and on the NEO returning all of our property in the NEO’s possession, continued payment of base salary, plus an amount equal to the NEO's annual target bonus divided by 12, in equal monthly installments for 12 months. In addition, if the NEO elects to continue its health insurance coverage under COBRA, we will pay such terminated NEO's monthly COBRA premiums for 12 months. All outstanding unvested options and RSUs that were outstanding as of the date of a change in control will vest if we or our successor terminates the employment of an NEO without cause or if such officer voluntarily resigns for good reason during the remaining vesting period. For purposes of the employment agreements, the term “cause” generally includes: (i) the conviction of, or the entering a plea of guilty or no contest to or for, any felony or any crime involving moral turpitude; (ii) the commission of a material breach of any of the covenants, terms and provisions of the respective employment agreement or the proprietary information and inventions agreement entered into as a condition of employment; (iii) the commission of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company or other similar conduct materially harmful or potentially materially harmful to the Company’s best interest, as determined by the Board in its reasonable sole discretion; (iv) the failure to perform assigned duties or responsibilities (other than a failure resulting from disability); or (v) the violation of any federal or state law or regulation applicable to the Company’s business. For purposes of the employment agreements, the term “good reason” generally includes: (i) a significant reduction in duties or responsibilities, or removal from the position contemplated by the agreement; (ii) a significant reduction (30% or more) in base salary as in effect immediately prior to such reduction; or (iii) a significant reduction in the type or level of employee benefits to which the respective individual is entitled that results in a significant reduction to the overall benefits package, as determined by the Board in its sole discretion; or (iv) relocation of the respective individual’s principal workplace by more than 35 miles from the primary office where he or she performed services prior to the relocation. For purposes of the employment agreements and as defined in our 2015 Equity Incentive Plan and 2025 Equity Incentive Plan, the term “change in control” generally includes: (i) any person becoming the beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a merger or consolidation of the Company with or into any other entity which results in our stockholders owning 50% or less of the surviving entity’s stock or its parent’s stock; or (iv) individuals who are members of our Board (the “Incumbent Board”), including individuals who are approved or recommended by a majority of the members of the Incumbent Board, ceasing to constitute at least a majority of the members of our Board over a period of 12 months. The severance benefits that our NEOs may be entitled to receive under these agreements, as well as other benefits that our NEOs may be entitled to receive under other plans, may constitute parachute payments that are subject to the “golden parachute” rules of Section 280G of the Code and the excise tax of Section 4999 of the Code. If these payments are determined to be parachute payments, as calculated by our independent registered public accounting firm, the parachute payments will be reduced if, and only to the extent that, a reduction will allow the relevant NEO to receive a greater net after-tax amount than the NEO would receive absent a reduction. Furthermore, in connection, as applicable, with their employment, each of our NEOs entered into our standard form of proprietary information and inventions agreement with us. This agreement provides that the respective NEO is generally prohibited for one year after termination of employment from, directly or indirectly, soliciting our employees or customers, or competing against us.

  24. Pay Versus Performance

    Pay Versus Performance The following table provides the total compensation, as reported in the Summary Compensation Table ("SCT"), and the compensation actually paid ("CAP") to our Principal Executive Officer ("PEO") and, on an average basis, our other NEOs ("non-PEO NEOs") for each of the years specified, alongside our total shareholder return ("TSR") and net income (loss).

  25. Pay Versus Performance

    | Year | SCT Total for PEO (Simpson)(1) ($) | CAP to PEO (Simpson)(1)(2)(3) ($) | SCT Total for PEO (Mills)(1) ($) | CAP to PEO (Mills)(1)(2)(3) ($) | Average SCT Total for Non-PEO NEOs(4) ($) | Average CAP to Non-PEO NEOs(2)(5) ($) | Value of Initial Fixed $100 Investment Based on TSR(6) ($) | Net Income (Loss)(7) ($ thousands) | | 2025 | 4,200,712 | 9,333,160 | — | — | 1,920,529 | 3,856,265 | 63.49 | (193,878) | | 2024 | 4,784,543 | 1,874,006 | 5,507,038 | (253,329) | 2,764,773 | 819,073 | 34.08 | (227,102) | | 2023 | — | — | 5,916,713 | 3,045,660 | 2,964,952 | 2,046,457 | 79.14 | (263,494) |

  26. Pay Versus Performance

    (1) Kenneth T. Mills served as PEO in 2023 and through July 1, 2024. Curran Simpson has served as PEO since July 1, 2024. Amounts reported for Messrs. Simpson and Mills for 2024 include the total compensation for the year, including the periods of the year in which they did not serve as PEO. (2) Reflects the CAP calculated in accordance with SEC rules. CAP includes unpaid amounts of equity compensation that may be realizable in future periods, and as such, does not fully represent the actual final amount of compensation earned or actually paid during the year. For each year presented, CAP is equal to total compensation reported in the SCT for the year, adjusted as follows: (i) less compensation reported in the SCT related to equity awards which is based on the grant date fair value of equity awards granted during the reporting year, (ii) plus the reporting year-end fair value of equity awards granted during the reporting year that were outstanding and unvested as of the end of the reporting year, (iii) plus the change in fair value from the end of the prior year to the end of the reporting year of equity awards granted in prior years that were outstanding and unvested as of the end of the reporting year, (iv) plus the change in fair value from the end of the prior year to the vesting date for equity awards granted in prior years that vested in the reporting year. None of the equity awards granted to NEOs during the reporting years presented vested in the same reporting year as the grant and there were no forfeitures of equity awards granted to NEOs during any of the reporting years presented. There were no dividends, dividend equivalents or other earnings paid on equity awards granted to NEOs during any of the reporting years presented. The fair values of equity awards used to determine CAP were calculated in accordance with FASB ASC Topic 718 using similar methodologies and assumptions as those used to calculate the grant date fair values of equity awards reported in the SCT. (3) Reflects the CAP to PEO for each of the years presented using the calculations discussed in footnote 2 above. The following table presents a reconciliation of total compensation reported in the SCT to CAP to our PEO for 2025:

  27. Pay Versus Performance

    | Reconciliation of SCT Total to CAP to PEO (Curran Simpson) | | | | | | | | Year | SCT Total ($) | Grant Date Fair Value of Awards Granted During the Year Included in SCT Total ($) | Year-end Fair Value of Equity Awards Granted During the Year Outstanding and Unvested at Year-end ($) | Change in Fair Value During the Year of Equity Awards Granted in Prior Years Outstanding and Unvested at Year-end ($) | Change in Fair Value from Prior Year-end to Vesting Date of Equity Awards Granted in Prior Years That Vested During the Year ($) | CAP ($) | | 2025 | 4,200,712 | (3,127,750) | 6,354,174 | 1,802,612 | 103,412 | 9,333,160 |

  28. Pay Versus Performance

    (4) Reflects the average total compensation of our non-PEO NEOs as reported in the SCT for each of the years presented. For 2025, our non-PEO NEOs were Stephen Pakola and Patrick J. Christmas. For 2024, our non-PEO NEOs were Mitchell Chan, Stephen Pakola, Olivier Danos, Patrick J. Christmas and Vit Vasista (former EVP, Chief Financial Officer). For 2023 , our non-PEO NEOs were Vit Vasista, Curran Simpson, Stephen Pakola and Olivier Danos. Since the makeup of our non-PEO NEOs may change from year to year, the amounts reported in this table for years prior to 2025 will not necessarily be equal to the average total compensation of our non-PEO NEOs reported for such years in the SCT of this Proxy Statement. Reflects the average CAP to our non-PEO NEOs for each of the years presented using the calculations discussed in footnote 2 above. Refer to footnote 4 above for the identification of our non-PEO NEOs for each of the years presented. The following table presents a reconciliation of the average total compensation reported in the SCT to CAP for our non-PEO NEOs for 2025:

  29. Pay Versus Performance

    | Reconciliation of SCT Total to CAP for Average of Non-PEO NEOs | | | | | | | | Year | SCT Total ($) | Grant Date Fair Value of Awards Granted During the Year Included in SCT Total ($) | Year-end Fair Value of Equity Awards Granted During the Year Outstanding and Unvested at Year-end ($) | Change in Fair Value During the Year of Equity Awards Granted in Prior Years Outstanding and Unvested at Year-end ($) | Change in Fair Value from Prior Year-end to Vesting Date of Equity Awards Granted in Prior Years That Vested During the Year ($) | CAP ($) | | 2025 | 1,920,529 | (1,055,693) | 2,147,275 | 804,879 | 39,275 | 3,856,265 |

  30. Pay Versus Performance

    For each reporting year presented, amount represents the cumulative TSR on our common stock between December 31, 2022 and the end of the reporting year, assuming an investment of $100 in our common stock at the closing price on December 31, 2022 and the reinvestment of dividends, if any. Information used for this calculation was obtained from the Nasdaq Stock Market LLC, a financial data provider and a source believed to be reliable. The Nasdaq Stock Market LLC is not responsible for any errors or omissions in such information. (7) As reported in our audited consolidated financial statements accompanying our Annual Report on Form 10-K for the years ended December 31, 2025, 2024 and 2023. The pay versus performance table above compares compensation actually paid to NEOs to the Company's TSR and net income (loss) for each of the periods presented. Net income (loss) does not necessarily represent the most important financial performance measure used by the Company to link compensation actually paid to NEOs to Company performance. While net income (loss) and other financial measures may be used as performance measures under the Company’s incentive plans, non-financial performance measures may have a more significant impact on our executive compensation programs. The limited use of financial performance measures to determine executive compensation reflects the life cycle stage of the Company, with our incentive plans primarily focused on the advancement of our product candidate pipeline and achievement of milestones. Because we are not a commercial-stage company, and currently operate at a net loss, financial performance measures are not as pertinent as other non-financial measures that we use to align executive compensation with our performance. For further discussion of the factors that influence our executive compensation program, please refer to the Narrative to Summary Compensation Table section of this Proxy Statement. The following graphs illustrate the relationships between the compensation actually paid to our NEOs and our (i) TSR and (ii) net income (loss), as disclosed in the pay versus performance table above for each of the years presented.

  31. What happens if a director nominee is unable to stand for election?

    What happens if a director nominee is unable to stand for election? If a nominee is unable to stand for election, the Board may either reduce the number of directors that serve on the Board or designate a substitute nominee. If the Board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election will be voted for the substitute nominee.