DEF 14A of TScan Therapeutics, Inc., Apr 17, 2026

DEF 14A of TScan Therapeutics, Inc.

Filed Apr 17, 2026 · FY20250001193125-26-160304

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS Our board of directors currently consists of seven (7) members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three (3) classes: Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

  2. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | • | the Class I directors are Stephen Biggar, M.D., Ph.D., Gavin MacBeath, Ph.D., and Garry Nicholson, and their terms will expire at the annual meeting of stockholders to be held in 2028; |

  3. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | • | the Class II directors are Katina Dorton, J.D., M.B.A. and R. Keith Woods, and their terms will expire at the Annual Meeting; and |

  4. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | • | the Class III directors are Gabriela Gruia, M.D. and Barbara Klencke, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2027. |

  5. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Katina Dorton, J.D., M.B.A. and R. Keith Woods for election as Class II directors at the Annual Meeting. Each of the nominees is presently a director and has indicated a willingness to continue to serve as a director, if elected. If any of the nominees becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that they should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors.

  6. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors The following table identifies our director nominees and sets forth their respective principal occupation and business experience during the last five years and age as of March 31, 2026.

  7. Nominees for Election as Class II Directors

    | Name | Positions and Offices Held with TScan | Director Since | Age | | Katina Dorton, J.D., M.B.A. | Director | 2021 | 68 | | R. Keith Woods. | Director | 2023 | 58 |

  8. Nominees for Election as Class II Directors

    Katina Dorton, J.D., M.B.A. has served as a member of our board of directors since March 2021. Ms. Dorton also serves as a member of the board of directors, as chair of the audit committee, and as a member of the compensation and human capital management committee of Fulcrum Therapeutics, Inc., since January 2020, as a member of the board of directors, as Chair of the Compensation Committee, and as a member of the audit committee of Mallinckrodt plc since February 2024. Ms. Dorton also serves as a member of the board of directors of Prelude Therapeutics and Chair of the Audit Committee. In addition, Ms. Dorton was a member of the board of directors of US Ecology, Inc., from 2014 to 2022 until its acquisition by Republic Services, Inc. Ms. Dorton also served as a member of the board of directors and chair of the audit committee of Pandion Therapeutics, Inc., a biopharmaceutical company, from 2020 until its acquisition by Merck & Co., Inc., in 2021. Previously, Ms. Dorton held CFO positions at several biotechnology companies, including Nodthera Inc., a company developing medicines to inhibit the NLRP3 inflammasome from 2020 to 2022, Repare Therapeutics Inc., a synthetic lethality and DNA repair-focused oncology company from 2019 to 2020, AVROBIO, Inc., a lentiviral gene therapy company from 2017 through 2018, and Immatics GmbH, a biotechnology company from 2015 through 2017. Earlier in her career, Ms. Dorton served as a Managing Director in investment banking for Morgan Stanley and Needham & Company and as an attorney at Sullivan & Cromwell. Ms. Dorton received her J.D. from the University of Virginia School of Law, her M.B.A. from George Washington University and her B.A. from Duke University. Ms. Dorton is NACD Directorship Certified. We believe that Ms. Dorton is qualified to serve on our board of directors due to her extensive leadership experience in multiple publicly-traded and privately-held pharmaceutical and biotechnology companies, and expertise in developing, financing and providing executive leadership in numerous biopharmaceutical companies. R. Keith Woods has served as a member of our board of directors since December 2023. Mr. Woods has over three decades of experience in the biopharmaceutical sector. Since April 2025, he has served as Chief Operating Officer of Scholar Rock. Mr. Woods previously served as Chief Operating Officer of argenx U.S. Inc., from April 2018 to June 2023, where he led the company through its transition from an R&D organization to a global commercial organization. During this time, he oversaw key teams in preparation for argenx’s first product launch, including sales, marketing, market access and reimbursement, business operations, patient services and medical affairs. In 2023, Mr. Woods transitioned from this role to serve as a strategic commercial advisor to the board of directors of argenx. Prior to argenx, Mr. Woods served as senior vice president of North American operations for Alexion Pharmaceuticals, Inc., where he managed a team of several hundred people in the U.S. and Canada and was responsible for more than $1 billion in annual sales. Prior to joining Alexion, Mr. Woods held various positions of increasing responsibility within Roche, Amgen, and Eisai Co., Ltd., over a span of 20 years. Mr. Woods currently serves on the board of directors of Neurogene Inc., and he previously served on the board of directors of X4 Pharmaceuticals, Inc. and Rocket Pharmaceuticals, Inc. He holds a Bachelor of Science in marketing from Florida State University. We believe that Mr. Woods is qualified to serve on our board of directors because of his significant experience in commercialization, sales, global operations, supply chain, and business strategy in the life sciences industry. The proxies will be voted in favor of each of the above nominees unless a contrary specification is made in the proxy. Each of the nominees has consented to serve as our director if elected. However, if any of the nominees is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. Our board of directors recommends voting “FOR” the election of each of Katina Dorton, J.D., M.B.A. and R. Keith Woods, as the Class II directors, each to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029.

  9. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2026.

  10. Directors Continuing in Office

    | Name | Position and Offices Held with TScan | Director Since | Class and Year in Which Term Will Expire | Age | | Gabriela Gruia, M.D. | Director | 2021 | Class III – 2027 | 69 | | Barbara Klencke, M.D. | Director | 2023 | Class III – 2027 | 68 | | Stephen Biggar, M.D., Ph.D. | Chair of the Board of Directors | 2021 | Class I – 2028 | 55 | | Gavin MacBeath, Ph.D. | Chief Executive Officer and Director | 2023 | Class I – 2028 | 56 | | Garry Nicholson | Director | 2024 | Class I – 2028 | 71 |

  11. Class III Directors (Term Expires at 2027 Annual Meeting)

    Class III Directors (Term Expires at 2027 Annual Meeting) Gabriela Gruia, M.D. has served as a member of our board of directors since May 2021. Dr. Gruia founded Gabriela Gruia Consulting, LLC in January 2021. Prior to that, Dr. Gruia served as the Chief Development Officer at Ichnos Sciences Inc. from February 2020 to January 2021, where she oversaw several key functions including Regulatory Sciences, Clinical Operations, Clinical Pharmacology, Biostatistics and Drug Safety. Prior to her time at Ichnos Sciences Inc., Dr. Gruia served as Senior Vice President and Head of Regulatory Affairs for Novartis Oncology from February 2008 through February 2020, where she was responsible for leading the oncology regulatory affairs organization. Dr. Gruia has served on the boards of directors for Aprea Therapeutics, Inc. since 2023, Netris Pharma since 2023, and Molecular Templates, Inc. from March 2022 until its dissolution in December 2024. Dr. Gruia received her doctorate in medicine from Bucharest Medical School in Romania and has a Masters in Breast Pathology and Mammography from Rene Huguenin/Curie Institute Cancer Center in Paris, France. She received her training in oncology and hematology from Rene Descartes University in Paris, France. We believe that Dr. Gruia is qualified to serve as a member of our board of directors due to her extensive leadership experience in the life sciences industry. Barbara Klencke, M.D. has served as a member of our board of directors since April 2023. She also currently serves as an independent board member of Xencor since September 2023 and Immune-Onc Therapeutics, Inc. since 2022. She has previously served as an independent board member of ALX Oncology in 2025, eFFECTOR Therapeutics, Inc. from 2021 until 2024 and Lexent Bio from 2017 until that company’s acquisition by Foundation Medicine in 2020. Dr. Klencke is currently serving as Chief Medical Officer of ALX Oncology, and previously served as the Chief Medical and Chief Development Officer of Sierra Oncology Inc. from 2015 until 2023 following its acquisition by GlaxoSmithKline plc in 2022. From 2011 to 2015, Dr. Klencke served as SVP, Global Development, at Onyx Pharmaceuticals, which was acquired by Amgen Inc., in 2013. She also led a variety of both early- and late-stage oncology programs while at Genentech, Inc. from 2003 to 2011. She completed Internal Medicine and Hematology/Oncology training at the University of California, San Francisco and remained there as an Assistant Professor of Medicine in Oncology focusing on clinical research from 1995 to 2002. Dr. Klencke holds a B.S. from Indiana University and an M.D. from the University of California, Davis. We believe that Dr. Klencke is qualified to serve as a member of our board of directors due to her significant scientific expertise in biotechnology.

  12. Class I Directors (Term Expires at 2028 Annual Meeting)

    Class I Directors (Term Expires at 2028 Annual Meeting) Stephen Biggar, M.D., Ph.D. has served as a member of our board of directors since March 2021 and has served as chair of our board of directors since June 2024. Dr. Biggar is a partner at Baker Bros. Advisors LP (“Baker Bros.”), a biotechnology-focused investment advisor. Dr. Biggar joined Baker Bros. in April 2000. Dr. Biggar serves on the boards of Kiniksa Pharmaceuticals International, plc. and Acadia Pharmaceuticals Inc. Dr. Biggar received an M.D. and a Ph.D. in Immunology from Stanford University and received a B.S. in Genetics from the University of Rochester. We believe that Dr. Biggar is qualified to serve as a member of our board of directors due to his extensive experience in the life sciences industry. Gavin MacBeath, Ph.D. has served as our Chief Executive Officer and as a member of our board of directors since May 2023. He was previously our acting Chief Executive Officer from March 2023 to May 2023, and our Chief Scientific and Operating Officer from December 2018 to May 2023. He has over two decades of experience in academia and industry, founding companies and driving research from early-stage discovery through drug approval. Prior to joining TScan, Dr. MacBeath served as the Chief Scientific Officer at Abpro Corporation from March 2017 to July 2018, where he advanced T cell-engaging bispecific antibodies through pre-clinical development. Previously, Dr. MacBeath was a co-founder of Merrimack Pharmaceuticals, where he served as Head of Translational Research from February 2010 to February 2014 and as Senior Vice President of Discovery from February 2014 to October 2016. Dr. MacBeath began his career in academia, where he served as the first fellow at Harvard’s Bauer Center for Genomics Research, as an Assistant Professor and later Associate Professor in the Department of Chemistry & Chemical Biology at Harvard University, and as Lecturer and Principal Investigator at Harvard Medical School. Dr. MacBeath received his undergraduate degree from the University of Manitoba, his Ph.D. from The Scripps Research Institute, and postdoctoral training with Dr. Stuart Schreiber at Harvard University. We believe that Dr. MacBeath is qualified to serve on our board of directors because of the perspective and experience he provides as our Chief Executive Officer as well as his broad experience within the life sciences industry. Garry Nicholson has served as a member of our board of directors since June 2024. Mr. Nicholson has more than 35 years of pharmaceutical and biotech oncology experience. From August 2015 to November 2016, he served as President and Chief Executive Officer of XTuit Pharmaceuticals, where he also was a member of the board of directors. Beginning in May 2008, he led the global oncology franchise at Pfizer until his departure in May 2015 as President, Pfizer Oncology. His responsibilities included global commercialization and sales, clinical development and regulatory strategy, and business development. Under his leadership, the company developed and launched Ibrance® (palbociclib), the first cyclin-dependent kinase (“CDK”) 4/6 inhibitor approved in the U.S. and Europe. During his tenure at Pfizer, Mr. Nicholson served on the board of directors of the Pfizer Foundation and was a member of the company’s Portfolio, Strategy and Investment Committee, which set corporate research and development priorities and investment strategy. Earlier in his career, Mr. Nicholson held various leadership positions in the oncology division of Eli Lilly and Company. In addition, he has served as an advisor to AMPATH, a consortium of North American universities and health centers, Moi University, Moi Teaching and Referral Hospital, and the Government of Kenya, which helps build sustainable healthcare systems in developing nations. Mr. Nicholson began his career in healthcare as a pharmacy intern at Emory University. He currently serves as chair of the board of directors at Abdera Therapeutics Inc., a privately held biopharmaceutical company and serves as chair of the board of directors of Day One Biopharmaceuticals, Inc., a publicly traded clinical and commercial stage biopharmaceutical company. Mr. Nicholson currently serves as a member of the board of directors of Topo Therapeutics. He also currently serves as a member of the board of directors at Avenzo Therapeutics, a privately held clinical stage company. Mr. Nicholson previously served as a member of the board of directors of G1 Therapeutics, a commercial stage company, and of NextCure, Inc., a publicly traded clinical stage biopharmaceutical company, Turning Point Therapeutics, Inc., a publicly traded clinical stage precision oncology company, Five Prime Therapeutics, Inc., a publicly traded clinical stage pharmaceutical company, TESARO, Inc., a publicly traded oncology-focused biopharmaceutical company, Tmunity Therapeutics Inc., a privately held biotechnology company, SQZ Biotechnologies, Inc., a privately held biotechnology company and Personal Genome Diagnostics Inc., a privately held cancer genomics company. Mr. Nicholson holds an M.B.A. from the University of South Carolina and earned his B.S. in Pharmacy at the University of North Carolina at Chapel Hill. We believe Mr. Nicholson is qualified to serve as a member of our Board of Directors based on his significant experience in the life sciences, biotechnology and pharmaceutical industries and his knowledge of strategic and operational leadership priorities and corporate development matters. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this Proxy Statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. Except as described in “Corporate Governance—Director Nominating Process,” there is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

  13. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate. Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. However, we do not have a formal policy concerning the diversity of the board of directors. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval to fill a vacancy or as director nominees for election to the board of directors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. Although the nominating and corporate governance committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the board of directors, the nominating and corporate governance committee and the full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, experience, background, race and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.

  14. Summary Compensation Table

    Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(5) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Gavin MacBeath, Ph.D. | 2025 | 665,000 | — | 1,982,800 | 139,650 | 14,000 | 2,801,450 | | Chief Executive Officer and Director | 2024 | 620,000 | — | 734,944 | 392,000 | 13,727 | 1,760,671 | | Jason A. Amello | 2025 | 520,000 | — | 669,195 | 72,800 | 14,000 | 1,275,995 | | Chief Financial Officer and Treasurer(4) | 2024 | 463,542 | 60,000 | 2,966,550 | 230,000 | 13,800 | 3,733,892 | | Chrystal Louis, M.D., M.P.H. | 2025 | 530,000 | — | 991,400 | 74,200 | 14,000 | 1,609,600 | | Chief Medical Officer(6) | 2024 | 343,125 | 45,000 | 2,480,336 | 162,000 | — | 3,030,461 |

  16. Summary Compensation Table

    | (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the named executive officers during fiscal year 2025, calculated in accordance with ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 7 to our financial statements for the year ended December 31, 2025, which are included in our Form 10-K filed with the SEC on March 4, 2026. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon exercise of the stock option or any sale of any of the underlying shares of common stock. |

  17. Summary Compensation Table

    | (2) Represents performance-based cash bonuses awarded to our named executive officers. See “Narrative Disclosures to the Summary Compensation Table —Non-Equity Incentive Plan Compensation” below for a description of this compensation. |

  18. Summary Compensation Table

    | (3) Amounts for 2025 represent matching 401(k) plan contributions. |

  19. Summary Compensation Table

    | (4) Mr. Amello was appointed as our Chief Financial Officer and Treasurer on January 29, 2024, and accordingly his 2024 base salary represents the amount paid from the commencement of his employment through December 31, 2024. |

  20. Summary Compensation Table

    | (5) Represents one-time signing bonuses paid to Mr. Amello and Dr. Louis in connection with the commencement of their employment. |

  21. Summary Compensation Table

    | (6) Dr. Louis was appointed as our Chief Medical Officer on April 8, 2024, and accordingly her 2024 base salary represents the amount paid from the commencement of her employment through December 31, 2024. |

  22. Outstanding equity awards at the year ended December 31, 2025

    Outstanding equity awards at the year ended December 31, 2025 The following table sets forth information regarding each unexercised option and all unvested stock held by each of our named executive officers as of December 31, 2025.

  23. Outstanding equity awards at the year ended December 31, 2025

    | | | Option Awards | | | | | Name (1) | Vesting Commencement Date | Number of securities underlying unexercised options exercisable (#) (1) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | | Gavin MacBeath, Ph.D. | 12/3/2018 | 35,302 | — | 1.97 | 1/24/2029 | | | 12/5/2019 | 52,575 | — | 2.46 | 12/18/2029 | | | 1/25/2021 | 166,577 | — | 5.82 | 1/27/2031 | | | 1/18/2022 | 137,083 | 2,917 | 4.85 | 1/18/2032 | | | 7/25/2022 | 85,416 | 14,584 | 3.27 | 7/25/2032 | | | 2/2/2023 | 28,333 | 11,667 | 1.81 | 2/2/2033 | | | 5/24/2023 | 346,360 | 189,940 | 2.49 | 6/13/2033 | | | 1/12/2024 | 76,666 | 83,334 | 6.00 | 1/12/2034 | | | 2/2/2024 | 268,125 | 316,875 | 2.49 | 6/13/2033 | | | 1/3/2025 | — | 800,000 | 3.07 | 1/3/2035 | | Jason A. Amello | 1/29/2024 | 359,375 | 390,625 | 5.15 | 2/1/2034 | | | 1/3/2025 | — | 270,000 | 3.07 | 1/3/2035 | | Chrystal Louis, M.D., M.P.H. | 4/22/2024 | 158,333 | 221,667 | 8.62 | 5/1/2034 | | | 1/3/2025 | — | 400,000 | 3.07 | 1/3/2035 |

  24. Outstanding equity awards at the year ended December 31, 2025

    | (1) Each of the option awards vest as follows: 25% of the shares vest on the first anniversary of the vesting commencement date, and 1/48th of the shares vest upon the completion of each month of continuous service thereafter. Each executive is eligible to receive acceleration in the case of certain involuntary terminations that occur in connection with a change in control, as described under the “Agreements with Our Named Executive Officers and Potential Payments upon Termination or Change of Control” section below. |

  25. Agreements with Our Named Executive Officers and Potential Payments upon Termination or Change of Control

    Agreements with Our Named Executive Officers and Potential Payments upon Termination or Change of Control We entered into employment agreements with each of our named executive officers, as summarized below. The employment agreements provide for at-will employment and, other than in the context of a termination without cause or a resignation for good reason (as such terms are defined in the employment agreements), may be terminated at any time. The severance and acceleration benefits that our named executive officers are entitled to are summarized below. Agreements with Gavin MacBeath, Ph.D. We entered into an employment agreement, effective May 25, 2023, with Dr. MacBeath (the “MacBeath Agreement”), superseding his prior agreement with us. Pursuant to the terms of the MacBeath Agreement, Dr. MacBeath is eligible to receive an annual base salary and is also eligible to receive an incentive performance bonus of a specified percentage of his annual base salary, subject to his achievement of certain performance metrics to be approved and updated by our board of directors on an annual basis. The MacBeath Agreement provides Dr. MacBeath with severance benefits if the Company terminates his employment without cause or resigns for good reason (as each such term is defined in the MacBeath Agreement), equal to (i) salary continuation at his base salary for eighteen months following the separation and (ii) payment of the employer share of COBRA premiums for up to eighteen months, subject to Dr. MacBeath executing a general release of claims against the Company. If such separation without cause or for good reason occurs within the three months prior or 12 months following a change of control, then Dr. MacBeath will be entitled to a lump sum payment equal to (i) one-and-one-half (1.5) times his (x) base salary plus (y) annual target bonus, plus (ii) pro-rata target bonus and (iii) payment COBRA premiums for up to 18 months. If the Company is subject to a change of control and in the three months prior or twelve months following Dr. MacBeath is terminated without cause or resigns for good reason, then 100% of any unvested shares or equity awards shall immediately vest and be non-forfeitable. The Company’s obligation to make severance payments during the applicable severance period will cease immediately upon Dr. MacBeath’s material breach of his restrictive covenants as set forth in the Company’s standard proprietary information and inventions agreement. In addition, Dr. MacBeath entered into our standard proprietary information and inventions agreement, which contains one-year post-termination non-solicitation and non-competition provisions, provided that such one-year period will automatically be extended for an additional year if Dr. MacBeath engages in any activity in violation of such provisions. In the event of Dr. MacBeath’s termination without cause or resignation for good reason in the three months prior to or 12 months following a change in control, then the restrictive covenants are no longer enforceable.

  26. Non-Employee Director Compensation

    Non-Employee Director Compensation Our board of directors adopted and maintains a non-employee director compensation policy, which is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, each director who is not an employee is paid cash and equity compensation. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  27. Non-Employee Director Compensation

    | | Member Annual Fee ($) | Chairperson Additional Annual Fee ($) | | Board of Directors | 40,000 | 30,000 | | Audit Committee | 7,500 | 7,500 | | Compensation Committee | 6,000 | 6,000 | | Research and Clinical Development Committee | 6,000 | 6,000 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 |

  28. Non-Employee Director Compensation

    We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings. In addition, each new non-employee director elected to our board of directors will be granted an option to purchase up to 33,500 shares of our common stock on the date of such director’s election or appointment to the board of directors, which will vest in the following manner, subject to the director’s continued service on our board of directors through such vesting date: in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting. On the date of each annual meeting of stockholders of our company, each non-employee director will be granted an additional option to purchase 67,000 shares of our common stock, which will vest in the following manner, subject to the director’s continued service on our board of directors through such vesting date: in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting.

  29. Director Compensation Table

    Director Compensation Table The table below shows all compensation earned by or paid to our non-employee directors during 2025.

  30. Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Option awards ($)(1)(2) | Total ($) | | Stephen Biggar, M.D., Ph.D. | 90,609 | 71,623 | 162,232 | | Katina Dorton, J.D., M.B.A. | 67,486 | 71,623 | 139,109 | | Gabriela Gruia, M.D. | 57,499 | 71,623 | 129,122 | | Barbara Klencke, M.D. | 74,156 | 71,623 | 145,779 | | R. Keith Woods | 53,642 | 71,623 | 125,265 | | Garry Nicholson | 53,740 | 71,623 | 125,363 |

  31. Director Compensation Table

    | (1) The amounts in this column represent the aggregate grant date fair value of option awards granted to the non-employee director in the applicable fiscal year computed in accordance with FASB ASC Topic 718. See Note 6 to our financial statements for the year ended December 31, 2025, which are included in our Form 10-K filed with the SEC on March 4, 2026. See Note 7 of the notes to our consolidated financial statements appearing in our Form 10-K filed with the SEC on March 4, 2026, for a discussion of our assumptions made in determining the grant date fair value of our equity awards. |

  32. Director Compensation Table

    | (2) As of December 31, 2025, our non-employee directors held outstanding stock options as follows: Dr. Biggar (options to purchase 158,646 shares of our common stock), Ms. Dorton (options to purchase 207,426 shares of our common stock), Dr. Gruia (options to purchase 176,938 shares of our common stock), Dr. Klencke (options to purchase 160,170 shares of our common stock), Mr. Woods (options to purchase 132,000 shares of our common stock) and Mr. Nicholson (options to purchase 138,250 shares of our common stock). |