DEF 14A of Viridian Therapeutics, Inc.\DE
Filed Apr 17, 2026 · FY20250001193125-26-160344
Information Regarding Director Nominees and Continuing Directors
Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class II directors, who are up for election at this meeting for a term expiring at the 2029 Annual Meeting of Stockholders, three Class I directors, whose term expires at the 2028 Annual Meeting of Stockholders, and two Class III directors, whose term expires at the 2027 Annual Meeting of Stockholders. The following is a brief biography of each director nominee and continuing director and a discussion of the specific experiences, qualifications, attributes, or skills of each director nominee and continuing director that led the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) to recommend that person as a director of our Board. Our Nominating Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct our business. To that end, our Nominating Committee has identified and evaluated the nominees in the broader context of the overall composition of our Board with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that our Nominating Committee views as critical to the effective functioning of our Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experiences, qualifications, attributes, or skills of the nominees that led our Nominating Committee to believe that the nominees should continue to serve on our Board. However, each of the members of our Nominating Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for our Board, and these views may differ from the views of other members. The following table lists the names and ages of each director nominee and continuing director of the Board:
Information Regarding Director Nominees and Continuing Directors
| Name | Class | Age (as of April 17, 2026) | Position | | Stephen Mahoney | Class III | 55 | President, Chief Executive Officer and Director | | Jeff Ajer (2)(4) | Class I | 63 | Independent Director | | Chris Cain, Ph.D. (1)(3) | Class I | 42 | Independent Director | | Sarah Gheuens, M.D., Ph.D. (1) | Class I | 47 | Independent Director | | Tomas Kiselak (1)(3)(5) | Class II | 39 | Independent Chairman of the Board | | Jennifer K. Moses (2)(4)(5) | Class II | 51 | Independent Director | | Arlene M. Morris (2)(3)(4) | Class III | 74 | Independent Director |
Information Regarding Director Nominees and Continuing Directors
| (1) Member of the Science and Technology Committee (the “Science Committee”) |
Information Regarding Director Nominees and Continuing Directors
| (2) Member of the Audit Committee |
Information Regarding Director Nominees and Continuing Directors
| (3) Member of the Nominating Committee |
Information Regarding Director Nominees and Continuing Directors
| (4) Member of the Compensation Committee |
Information Regarding Director Nominees and Continuing Directors
| (5) In March 2026, our Board appointed Tomas Kiselak to the Compensation Committee, to replace Jennifer Moses, effective as of June 2, 2026. |
Class II Director Nominees
Class II Director Nominees Tomas Kiselak. Mr. Kiselak has served as Chairman since June 2021 and a member of our Board since October 2020. Mr. Kiselak is a Founding Partner at Fairmount Funds Management LLC, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, Mr. Kiselak was a managing director at RA Capital Management, LLC. He also serves as a director of Apogee Therapeutics, Inc., Jade Biosciences, Inc., Spyre Therapeutics, Inc., and Zenas BioPharma, Inc., as well as several private companies. Until March 2025, Mr. Kiselak served as a director of Dianthus Therapeutics, Inc. He received a bachelor’s degree in Neuroscience and Economics from Amherst College. We believe Mr. Kiselak is qualified to serve on our Board because of his experience advising biotechnology companies and as a manager of funds specializing in the area of life sciences. Jennifer K. Moses. Ms. Moses has served as a member of our Board since July 2021. Ms. Moses is currently the Chief Financial Officer of Investors Management Corporation (“IMC”). Prior to joining IMC, Ms. Moses served as Chief Financial Officer of G1 Therapeutics, Inc., a commercial-stage oncology company. Previously, Ms. Moses was a partner at Rankin McKenzie, LLC, where she served as acting chief financial officer and controller for venture-backed companies. Before joining Rankin McKenzie, Ms. Moses held roles of increasing responsibility at Deloitte, including providing tax services to clients and later focusing on strategic planning and internal communications in the Office of the CEO of Deloitte Tax. Ms. Moses also serves as a director on the boards of various private companies. Ms. Moses received her B.S. in Accounting from The Pennsylvania State University and is a certified public accountant in the State of North Carolina. We believe Ms. Moses is qualified to serve on our Board because of her financial expertise and experience within the biopharmaceutical industry.
Class I Directors Continuing in Office
Class I Directors Continuing in Office Jeff Ajer. Mr. Ajer has served as a member of our Board since April 2025. Mr. Ajer has more than 25 years of experience driving commercialization for rare diseases and specialty medicines, including leading commercial planning for late-stage pipeline programs, product marketing, reimbursement, and sales operations. He currently serves as the Chief Commercial Officer of Mendra, a venture-backed company focused on rare diseases. He previously served as the Executive Vice President and Chief Commercial Officer at BioMarin Pharmaceutical, Inc., where he joined in 2005 as one of the first sales and marketing employees and subsequently held roles of increasing responsibility that helped to establish BioMarin’s commercial infrastructure and global footprint. Mr. Ajer had direct responsibility for the launch of 5 brands during his time as Chief Commercial Officer of BioMarin. Prior to BioMarin, Mr. Ajer served as Vice President, Global Transplant Operations at Genzyme Corporation and held positions in sales, marketing, and operations at SangStat Medical Corporation and ICN Pharmaceuticals. He also serves on the board of Nektar Therapeutics, a public biotech company. He received his B.S. degree in Chemistry and M.B.A. from the University of California, Irvine. We believe Mr. Ajer is qualified to serve on our Board because of his more than 25 years of biotechnology industry experience, including extensive commercial experience, and his experience serving as a director of biotechnology companies. Chris Cain, Ph.D. Dr. Cain has served as a member of our Board since March 2025. Dr. Cain is the Director of Research at Fairmount Funds Management LLC, a healthcare investment firm. Prior to joining Fairmount, Dr. Cain served in various positions at the healthcare funds Samsara BioCapital, Apple Tree Partners, and RA Capital Management, where he invested in both public and emerging private biotechnology companies. Previously, Dr. Cain was a writer and editor at BioCentury Publications. He also serves as a director of Cogent Biosciences, Inc., Jade Biosciences, Inc., and Damora Therapeutics, Inc. He received a B.A. from the University of California, Santa Barbara and a Ph.D. in Biochemistry and Molecular Biology from the University of California, San Francisco. We believe Dr. Cain is qualified to serve on our Board because of his experience serving as a director of biotechnology companies and as a manager of funds specializing in the area of life sciences. Sarah Gheuens, M.D., Ph.D. Dr. Gheuens has served as a member of our Board since September 2023. Dr. Gheuens has served as Chief Medical Officer of Agios Pharmaceuticals, Inc., a pharmaceutical company since 2021 and as Agios’s Head of Research and Development since 2022. Prior to joining Agios, Dr. Gheuens worked at Biogen, where she held roles of increasing responsibility in safety, medical affairs and clinical development. Her work was critical for the approval of SPINRAZA®. Before joining Biogen, Dr. Gheuens worked at Beth Israel Deaconess Medical Center (“BIDMC”), taking care of patients with HIV and neurological complications and doing research on progressive multifocal leukoencephalopathy. Dr. Gheuens received her medical degree from the Free University of Brussels, Belgium, and completed her neurology residency at the University Hospital of the Free University of Brussels, Belgium, followed by an HIV/neurology fellowship at BIDMC. She also holds a Ph.D. in Medical Sciences from the University of Antwerp, Belgium, and a Master’s in Medical Sciences from Harvard Medical School. We believe Dr. Gheuens is qualified to serve on our Board because of her extensive experience within the biopharmaceutical industry, including in the research and development of drugs, and as a physician.
Class III Directors Continuing in Office
Class III Directors Continuing in Office Stephen Mahoney. Mr. Mahoney has served as our President and Chief Executive Officer and a member of our Board since October 2023. Mr. Mahoney has more than two decades of experience in a variety of operational, financial, commercial, legal and transactional roles in companies of different sizes and stages. He has been successful scaling organizations from founding team through commercial stage. Prior to joining Viridian, Mr. Mahoney was the Chief Financial and Operating Officer of Magenta Therapeutics, Inc., where he drove operational excellence and disciplined capital allocation to high priority programs. Previously, Mr. Mahoney was part of the founding team of Kiniksa Pharmaceuticals, where he served as President and Chief Operating Officer. Prior to Kiniksa, he was Chief Commercial Officer of Synageva Biopharma, a company focused on ultrarare diseases, where he held roles of increasing responsibility in operations, commercial launch preparation, legal and corporate development. Mr. Mahoney was also a commercial attorney with Genzyme Corporation for approximately ten years. Prior to Genzyme, Mr. Mahoney was a corporate attorney with the law firm Mintz Levin. Mr. Mahoney received his M.B.A. from Boston College’s Carroll School of Management, a J.D. from Boston College Law School, and a B.A. from Colorado College. He serves on the board of directors of Vesselon, Inc., a private company. We believe that Mr. Mahoney is qualified to serve on our Board because of his unique perspective given his role as our Chief Executive Officer, his more than 20 years of global biotechnology sector industry experience, and his executive leadership roles at numerous biopharmaceutical companies. Arlene M. Morris. Ms. Morris has served as a member of our Board since January 2018. Ms. Morris currently serves as Chief Executive Officer at Willow Advisors, LLC, a consultancy advising biotech companies on financing, strategy and business development. Previously, she served as the President, Chief Executive Officer and a member of the board of directors of Syndax Pharmaceuticals, Inc, a privately held biotechnology company, and Affymax, Inc., a publicly traded biotechnology company. Ms. Morris has also held executive positions at Clearview Projects, Inc., Coulter Pharmaceutical, Inc., Scios Inc., Johnson & Johnson and board of director roles at Biodel Inc., Dimension Therapeutics, Inc. and Viveve, Inc. Ms. Morris also serves as a director of Palatin Technologies, Inc., Edgewise Therapeutics, Inc., and Cogent Biosciences, Inc., as well as the Charleston Animal Society. Ms Morris received a B.A. in Biology and Chemistry from Carlow University. We believe Ms. Morris is qualified to serve on our Board because of her relevant industry experience and breadth of expertise from past and continued service on the boards of directors of publicly-traded biotechnology companies, which enable her to contribute important strategic insight to the Board.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Fourth Amended and Restated Bylaws (the “Bylaws”), the Board has fixed the number of directors constituting the Board at seven. At the Annual Meeting, the stockholders will vote to elect the two Class II director nominees named in this Proxy Statement to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Our Board has nominated Mr. Tomas Kiselak and Ms. Jennifer Moses for election to our Board. Mr. Kiselak was appointed to the Board in October 2020 and has served as Chairman since June 2021. Ms. Moses was appointed to the Board in July 2021. Our director nominees have indicated that they are willing and able to serve as our directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the class and Board. The Board recommends a vote “FOR” each of the director nominees set forth above.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
Executive Summary and Corporate Background
| • | Annual Cash Bonuses. Approved annual cash bonus awards that represented 150% of our Named Executive Officers’ target annual cash bonus opportunities as calculated pursuant to the terms of the Viridian, Inc. Annual Bonus Plan (the “2025 Annual Bonus Plan”). |
Executive Summary and Corporate Background
| • | Long-Term Incentive Compensation. Granted long-term incentives as an annual award using a mix of 75% stock options and 25% restricted stock units (“RSUs”) to our Named Executive Officers, other than Dr. Tripuraneni who received 100% stock options in connection with her appointment as our Chief Medical Officer, each to support our incentive and retention objectives. |
Executive Summary and Corporate Background
| • | Maintain Independent Compensation Advisor: The Compensation Committee engaged its own compensation consultant. The compensation consultant performed no other consulting or other services for us in 2025 other than as directed by the Compensation Committee. |
Executive Summary and Corporate Background
| • | Multi-Year Vesting Requirements: It is our practice that the equity awards granted to our executive officers vest over multi-year periods, consistent with current market practice and with our retention and stockholder alignment objectives. |
Executive Summary and Corporate Background
| • | “Double-Trigger” Change-in-Control Arrangements: All vesting of equity awards upon a change-in-control of the Company is based on a “double-trigger” arrangement (that is, both a change-in-control of the Company plus a qualifying termination of employment must occur before accelerated vesting occurs). |
Executive Summary and Corporate Background
| • | No Tax Payments on Change-in-Control Arrangements: Our agreements and plans do not contain any excise tax reimbursement provisions (including “gross-ups”) related to payments or benefits contingent upon a change-in-control of the Company. |
Executive Summary and Corporate Background
| • | No Option Re-pricing: The Viridian Therapeutics, Inc. 2016 Equity Incentive Plan does not permit options to purchase shares of our common stock to be repriced to a lower exercise or strike price without the approval of our stockholders. |
Executive Summary and Corporate Background
Our Response In light of these discussions and other factors considered by our management and our Board, we are continuing to execute on our pay for performance philosophy. We believe that it has been, and continues to be, critical to our success to incentivize and reward the achievement of performance metrics that support the execution of our late stage clinical programs, our future commercial launch, and our early stage programs to strengthen our pipeline. We believe that our strong execution in these areas will lead to both our commercial success and the growth of our pipeline, which will drive long-term shareholder value. As a result, in 2025, approximately 80% or more of our Named Executive Officer’s compensation was variable and “at risk”. For our annual long-term incentive equity compensation, we granted a combination of stock option awards and restricted stock units to our executive officers to continue to align their interests with those of our stockholders. We also awarded cash bonus compensation based on achievement of corporate goals that were tied to achievements across both our early stage pipeline as well as our late stage pipeline with a focus on activities that will drive the commercial launch of our first product, thereby supporting long-term shareholder value creation. We have and will continue to include robust disclosure in this Compensation Discussion and Analysis to share how we view alignment of the compensation we award or pay and our performance. Consistent with our annual practice, we engaged Compensia in 2025 to provide market data and analysis based on a select group of similarly situated peer companies and published compensation survey data, as well as information about current market practices and trends, equity compensation structures, and peer group compensation ranges. The Board and the Compensation Committee will continue to regularly monitor market practices, at least annually, with respect to executive compensation levels and related policies and practices and may make future adjustments to support our rapid growth and corporate development goals. Additionally, prior to the approval of the equity plan share request in 2025, the Board took action to reduce potential additional equity dilution with respect to grants of equity awards. For example, no annual equity awards were granted to employees in 2024; and, in 2025, the Board introduced the use of RSUs as a component of executive annual compensation. The Board continues to expect that the approved 2025 share request will be sufficient for two years and actively monitors our annual equity burn rate for alignment with market practices. Finally, our Board considered its governance practices and structure, including whether to maintain a staggered board. Based on a number of factors, it is the Board’s view that this remains the best structure for Viridian to execute on its strategic plans at this time. The Board will continue to review its governance and structure on an ongoing basis and at least annually. We value the opinions of our stockholders. Stockholder feedback, including through direct discussions and future Say-on-Pay votes, will be reported to our Board and committees responsible for such oversight throughout the year. Our goal is to be responsive to our stockholders and ensure we understand and address their concerns and observations. Our Board and the Compensation Committee will consider the outcome of our Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our executive officers. In addition, we will continue to consider whether changes to our compensation practices and Board structure are appropriate as our company grows and evolves. Executive Compensation Philosophy Our executive compensation program is guided by our overarching philosophy of tying the compensation of our executive officers to key, measurable short-term goals and granting long-term equity awards that will provide value when our stock price increases. We believe that sustainable long-term stockholder value will be driven by our ability to continue to develop our pipeline and to successfully commercialize the products we develop or by our success in partnering with strategic collaborators to bring them to market. As a result, we strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives, and aligns our executive officers’ interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:
Executive Summary and Corporate Background
| • | attract, motivate, reward, and retain superior executive talent through market competitive compensation and benefit levels within the context of responsible cost management; |
Executive Summary and Corporate Background
| • | provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value; and |
Executive Summary and Corporate Background
| • | link the interests and objectives of our executives with the interests and objectives of stockholders through the grant of long-term equity incentive compensation and align their cash incentive payouts to our annual performance. |
Compensation-Setting Process
With assistance from its compensation consultant, the Compensation Committee uses a comparative framework of specific peer companies and, as applicable, other data sources to assess pay programs and levels and mixture of aggregate executive compensation, including base salary levels, target total cash compensation opportunities, and long-term incentive compensation opportunities. Our compensation positioning is then evaluated relative to this compensation peer group and, in certain instances, other relevant data sources (such as selected broad-based compensation surveys). The Compensation Committee reviews our compensation peer group periodically as it deems appropriate and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. The Compensation Committee uses data drawn from the companies in our compensation peer group to evaluate the competitive market when developing its recommendations for the annual total direct compensation packages for our executive officers, including base salary levels, target annual cash bonus opportunities, and long-term equity incentive opportunities. In September 2024, the Compensation Committee directed Compensia to review and update the compensation peer group used to analyze and establish the 2025 compensation of our executive officers to reflect current market conditions, to remove acquired or to be acquired companies and those which fell meaningfully above or below best practice size ranges, and to retain key peer companies identified by management and/or the Compensation Committee. In identifying and selecting the companies that comprise the updated compensation peer group, Compensia considered the following selection criteria:
Compensation Elements
| Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain executives by providing fixed compensation amounts that are competitive in the market | | Performance-Based Annual Cash Bonuses | Variable | Cash | Designed to motivate our executives to achieve annual business objectives and provide financial incentives when we meet or exceed these annual objectives | | Long-Term Equity Incentive Awards | Variable | Equity awards in the form of options to purchase shares of our common stock and restricted stock unit awards | Designed to align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value; promotes stock ownership and retention through a multi-year vesting schedule |
Compensation Elements
The base salaries actually paid to our Named Executive Officers during 2025 are set forth in the “2025 Summary Compensation Table” below. Annual Cash Bonuses Our annual cash bonus program is intended to reward our executive officers, including our Named Executive Officers, for meeting or exceeding pre-established objective or subjective performance goals for the year, which are based on our annual business goals. In December 2024, the Compensation Committee recommended, and our Board subsequently approved, the 2025 Annual Bonus Plan to provide incentives for our executive officers, including our Named Executive Officers, to meet or exceed certain business and financial objectives set by the Compensation Committee, which were based on our 2025 annual operating plan. Each of our executive officers, including our Named Executive Officers, was eligible to receive a target bonus (established as a percentage of his or her base salary) with respect to our 2025 performance. Target Annual Cash Bonus Opportunities In December 2024, as part of its annual review of our executive compensation program, the Compensation Committee reviewed the target annual cash bonus opportunities of our executive officers, including our Named Executive Officers, taking into consideration a competitive market analysis prepared by Compensia, and the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), as well as the other factors described in “Compensation-Setting Process—Setting Target Total Direct Compensation” above. The Compensation Committee recommended, and the Board of Directors approved, an increase in the target annual cash bonus opportunities for Messrs. Mahoney and Beetham and no change to the target annual cash bonus opportunities for Mr. Harmon and Ms. Tousignant. Dr Tripuraneni’s annual target bonus was established in connection with her commencement of employment. The target annual cash bonus opportunities of our Named Executive Officers for 2025 were as follows:
Compensation Elements
| Named Executive Officers | 2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2025 Target Annual Cash Bonus Opportunity ($) | | Mr. Mahoney | 60% | 420,000 | | Mr. Harmon | 40% | 192,000 | | Ms. Tousignant | 40% | 187,964 | | Mr. Beetham | 50% | 272,500 | | Dr. Tripuraneni (1) | 40% | 169,019 |
Compensation Elements
| (1) Dr. Tripuraneni’s 2025 target annual cash bonus opportunity was established in connection with her commencement of employment. Pursuant to the terms of her employment agreement, dated February 23, 2025, Dr. Tripuraneni was eligible to receive a pro-rata annual cash bonus payment with respect to 2025. Dr. Tripuraneni’s 2025 Target Annual Cash Bonus Opportunity reflects the prorated opportunity value. |
Compensation Elements
2025 Annual Bonus Plan Performance Goals In February 2025, the Board selected and approved the following performance metrics, specific goals, and related weightings for purposes of the 2025 Annual Bonus Plan. Our Board considered these goals to be important to stockholder value creation because they would enable us to advance our mission of developing potential “best-in-class” medicines for patients with serious and rare diseases and commercializing our product candidates.
Compensation Elements
“Met” means that we either achieved the corporate goal or exceeded achievement of the goal by meeting a “stretch” element of the goal. In December 2025, the Compensation Committee determined that we had achieved each of the performance goals under each of the categories described above. The Compensation Committee also determined that we had achieved the pre-established “stretch” performance criteria established for certain of these performance goals, including earlier completion of enrollment for our REVEAL-2 trial and elegrobart safety study and exceeding our target financing opportunities. The Compensation Committee further noted our significant additional, value-driving corporate accomplishments in 2025, including increasing the study sizes of our elegrobart clinical trials, receipt of Breakthrough Therapy Designation status for veligrotug as well as Priority Review for the veligrotug BLA, generating data to support our FcRn inhibitor program, and numerous corporate activities related to commercial readiness, which were all achieved while continuing to execute on or exceed the pre-established performance goals under the 2025 Annual Bonus Plan. 2025 Annual Bonus Plan Payouts Based on the achievement of our performance goals, the stretch criteria, and additional corporate accomplishments, the Compensation Committee recommended, and our Board approved, annual bonus awards under the 2025 Annual Bonus Plan with an aggregate performance payout equal to 150% of the target bonus opportunity. Based on these actions, the following annual cash bonus payouts were made to our Named Executive Officers for 2025:
Compensation Elements
| Named Executive Officer | 2025 Target Annual Bonus Opportunity (as a percentage of base salary) | 2025 Target Annual Bonus Opportunity ($) | Aggregate Performance Payout (as a % of target annual bonus opportunity) | Annual Bonus Payout ($) | | Mr. Mahoney | 60% | 420,000 | 150% | 630,000 | | Mr. Harmon | 40% | 192,000 | 150% | 288,000 | | Ms. Tousignant | 40% | 187,964 | 150% | 281,946 | | Mr. Beetham | 50% | 272,500 | 150% | 408,750 | | Dr. Tripuraneni (1) | 40% | 169,019 | 150% | 253,529 |
Compensation Elements
| (1) Dr. Tripuraneni’s 2025 target annual cash bonus opportunity was established in connection with her commencement of employment. Pursuant to the terms of her employment agreement, dated February 23, 2025, Dr. Tripuraneni was eligible to receive a pro-rata annual cash bonus payment with respect to 2025. |
Compensation Elements
The annual bonuses actually paid to our Named Executive Officers for 2025 are set forth in the “2025 Summary Compensation Table” below. Long-Term Equity Incentives As a biopharmaceutical company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, reward, and retain qualified and experienced executive officers. We consider long-term equity incentive compensation to be the most important element of our executive compensation program. We use equity awards both to compete for qualified executive officers and to incentivize and retain our executive officers, including our Named Executive Officers, and to reward them for long-term corporate performance based on the value of our common stock. This aligns the interests of our executive officers, including our Named Executive Officers, with the interests of our stockholders. Equity awards also serve to retain our executive officers and motivate them to make important contributions to our long-term performance. The realized value of these equity awards is dependent on our stock price, and, therefore, these awards provide an additional incentive for our executive officers to create value for our stockholders. Further, because our equity awards for executive officers, including our Named Executive Officers, typically vest over a multi-year period, equity awards also help us retain our executive officers in a highly competitive market. Historically, our approach to granting equity-based compensation to executives has been solely in the form of stock options. For 2025, the Compensation Committee determined to award a mix of stock options and full value shares (“RSUs”) based on the competitive market analysis, including a review of equity awards granted to executives at the companies in our compensation peer group, and the Compensation Committee’s commitment to putting forth a program that aligns the interests of our executives and stockholders. Specifically, we changed the equity mix for annual long-term incentives to incorporate full-value awards by:
Compensation Elements
| • | Reducing weight of stock options from 100% to 75% of the target total grant date fair value of equity-based compensation; and |
Compensation Elements
| • | Adding RSUs with a weight of 25% of the target total grant date fair value of equity-based compensation. |
Compensation Elements
| Equity Vehicle | Weighting | Features | | Stock Options | 75% | • Stock options are intended to align the interests of award recipients with those of stockholders since stock options only deliver value if our stock price appreciates after they are granted and the award becomes vested and is exercised. • Stock options generally vest on a monthly basis over four years, subject to the Named Executive Officer’s continued employment with us; for new hires, stock options generally vest 25% on the first anniversary of the hire date and the remaining shares vest in equal monthly installments over three years thereafter. | | RSUs | 25% | • RSUs are intended to support our talent retention objectives while also aligning recipients’ interests with those of stockholders since RSUs deliver increased value if our stock price increases. • RSUs generally vest on an annual basis over four years in equal amounts on the anniversary of the grant date, subject to the Named Executive Officer’s continued employment with us. |
Compensation Elements
| Named Executive Officer | Number of Stock Options | Number of RSUs | Total Target Award Value (as approved)(1) | | Mr. Mahoney | 440,565 | 73,428 | $6,491,000 | | Mr. Harmon | 150,407 | 25,068 | $2,216,000 | | Ms. Tousignant | 124,072 | 20,679 | $1,828,000 | | Mr. Beetham | 225,814 | 37,636 | $3,327,000 |
Compensation Elements
| (1) Approved total target award values may differ from amounts reported under the “Stock Awards” column in the Summary Compensation Table. The number of RSU awards granted was calculated by determining the number of stock options granted and then applying a two-for-one option to RSU conversion. |
Compensation Elements
In March 2025, the Board approved the grant of an option to purchase 310,700 shares of our common stock to Dr. Tripuraneni in connection with her appointment as our Chief Medical Officer. The option vests as to 25% on the one-year anniversary of the grant and in equal monthly installments over the thirty-six months following the one-year anniversary, subject to Dr. Tripuraneni’s continued employment with the Company on each vesting date. The Compensation Committee recommended, and the Board approved, compensation for Dr. Tripuraneni, including the value of equity compensation, based on executive compensation setting process, including market data for chief medical officers serving the Company’s peers. We are committed to regularly evaluating our equity mix and evolving it over time to align with market best-practices for our industry and support our business and executive talent retention objectives. The equity awards granted to our Named Executive Officers during 2025 are set forth in the “2025 Summary Compensation Table” and the “2025 Grants of Plan-Based Awards Table” below. Health and Welfare Benefits Our Named Executive Officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as our other employees. These benefits include medical, dental, and vision insurance, an employee assistance program, health and dependent care flexible spending accounts, group life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, and commuter benefits. In addition, our employees, including our executive officers, are eligible to receive remote work stipends on a non-discriminatory basis. We maintain a Section 401(k) defined contribution retirement savings plan for the benefit of our eligible employees under which participants are permitted to contribute a percentage of their compensation on a pre-tax basis, subject to limits in the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Contributions to the Section 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the plan. Our executive officers, including our Named Executive Officers, are eligible to participate in the Section 401(k) plan on the same basis as our other employees. Under the Section 401(k) plan, each participant is fully vested in his or her deferred salary contributions. Participant contributions are held and invested by the plan’s trustee, subject to a participant’s ability to give investment directions by following specified procedures. In 2025, we provided matching contributions of up to 100% of the first 4% of each participant’s eligible contributions to the Section 401(k) plan. We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our executive officers, including our Named Executive Officers, except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of such person’s duties, to make the executive officer more efficient and effective, and for recruitment and retention purposes. In 2025, none of our Named Executive Officers received perquisites or other personal benefits in amounts equal to or greater than $10,000. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.
Employment Agreements
Employment Agreements We have entered into written employment agreements with each of our Named Executive Officers. We believe that these agreements were necessary to secure the service of these individuals in a highly competitive job market. Each of these employment agreements does not have a specific term and provides for “at will” employment (meaning that either the Company or the executive officer may terminate the employment relationship at any time, including by the Company with or without cause). These employment agreements generally set forth the Named Executive Officer’s base salary, target annual cash bonus opportunity, and eligibility to receive annual equity awards based upon performance and award guidelines as established by our Board or the Compensation Committee. These employment agreements also provide that each Named Executive Officer is eligible to receive severance payments and benefits upon a qualifying termination of employment. In February 2025, the Board approved amendments to each of the employment agreements described below, to amend the benefits payable to each of our Named Executive Officers upon a termination of employment in connection with a change in control. Each of these terms are more fully described in “Potential Payments upon Termination or Change in Control” below. In addition, each employment agreement also requires each Named Executive Officer to enter into our standard form of Invention Assignment, Non-Disclosure, and Business Protection Agreement, which contains provisions requiring assignment of intellectual property, various restrictive covenants, and a prohibition on the unauthorized use or disclosure of our confidential information and trade secrets, among other obligations. For detailed descriptions of the employment arrangements with our Named Executive Officers who were employed as of the end of 2025, see “—Narrative to 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table” below.
Other Compensation Policies
Other Compensation Policies Insider Trading Policy and Hedging and Pledging Policies We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by the Company and our directors, executive officers, and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. Our Insider Trading Policy generally prohibits our directors and executive officers subject to Section 16 of the Securities and Exchange Act (our “Section 16 Officers”) from engaging in any hedging or pledging transactions involving our equity securities. An exception may be granted where an individual wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. If an individual wishes to pledge Company securities as collateral for a loan, she or he must submit a request for approval to our Chief Legal Officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge. Our Chief Legal Officer will then determine whether the transaction may proceed. Our Insider Trading Policy prohibits our directors and Section 16 Officers from engaging in short sales and transactions in puts, calls, or other derivative securities (whether on an exchange or in any other organized market) with respect to our equity securities. A copy of our Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2025. Compensation Recovery (“Clawback”) Policy We maintain an incentive compensation recovery (“clawback”) policy which complies with the requirements of Exchange Act Rule 10D-1 and the applicable Nasdaq listing standards (the “Clawback Policy”). Our policy sets forth the circumstances and procedures under which we must recover certain erroneously awarded compensation paid to “covered executives” (as defined in the Clawback Policy). The Clawback Policy provides that if we are required to prepare an accounting restatement of our financial statements due to our material non-compliance with any financial reporting requirement under the securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), we will recover on a reasonably prompt basis the amount of any incentive-based compensation received by a covered executive during the recovery period that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. The recovery of such compensation applies regardless of whether a covered executive engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. For purposes of the Clawback Policy, “incentive-based compensation” means any compensation granted, earned, or vested based in whole or in part on our attainment of a financial reporting measure that was received by a person (i) on or after October 2, 2023 and after such person began service as a covered executive and (ii) who served as a covered executive at any time during the performance period for the incentive-based compensation. Equity Award Grant Policy We generally maintain a structured equity grant timing process designed to ensure compliance with applicable securities laws and corporate governance best practices, and to avoid taking advantage of material nonpublic information (“MNPI”) in granting equity awards. Our Board generally grants annual equity-based awards to our executive officers in March of each year although the exact timing may change from year to year. Our Compensation Committee or Board may also grant equity awards, including stock options and RSUs, at different times of the year for new hires and in connection with promotions, or grants made for other purposes, including recognition for exceptional performance. Our Board does not grant equity awards in anticipation of the release of MNPI and we have not timed the disclosure of MNPI for the purpose of affecting the value of executive compensation. Except as disclosed below, we did not grant any stock options, stock appreciation rights, or similar option-like instruments to our Named Executive Officers during a period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form) that disclosed any MNPI:
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs during the last three fiscal years ended December 31, 2025, 2024, and 2023, respectively (or such shorter period of the NEO’s service).
2025 Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards(1) ($) | Option awards(2) ($) | Nonequity incentive plan compensation(3) ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation(4) ($) | Total ($) | | Stephen Mahoney, Chief Executive Officer (5) | 2025 | 700,000 | — | 1,058,098 | 4,381,713 | 630,000 | — | 6,438 | 6,776,249 | | | 2024 | 650,000 | — | — | — | 464,750 | — | 2,704 | 1,117,454 | | | 2023 | 112,847 | 63,762 | — | 12,302,728 | — | — | 184 | 12,479,521 | | Seth Harmon, Chief Financial Officer | 2025 | 480,000 | — | 361,230 | 1,495,898 | 288,000 | — | 17,651 | 2,642,779 | | | 2024 | 419,600 | 123,000 | — | — | 218,192 | — | 9,867 | 770,659 | | | 2023 | 241,427 | 372,200 | — | 5,930,567 | — | — | 4,332 | 6,548,526 | | Jennifer Tousignant, Chief Legal Officer (6) | 2025 | 469,911 | 50,000 | 297,985 | 1,233,979 | 281,946 | — | 18,094 | 2,351,915 | | | 2024 | 400,568 | 150,000 | — | 4,117,147 | 234,000 | — | 9,309 | 4,911,024 | | Thomas Beetham, Chief Operating Officer | 2025 | 545,001 | — | 542,335 | 2,245,871 | 408,750 | — | 19,225 | 3,761,182 | | | 2024 | 500,000 | — | — | — | 292,500 | — | 17,000 | 809,500 | | | 2023 | 86,806 | 40,130 | — | 4,634,282 | — | — | 184 | 4,761,402 | | Dr. Radhika Tripuraneni (7) | 2025 | 430,636 | 50,000 | — | 3,341,410 | 253,529 | — | 4,891 | 4,080,466 |
2025 Summary Compensation Table
| (1) Amounts shown in this column represent the aggregate grant date fair value of RSUs granted during 2025, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, “Stock Compensation” (“FASB ASC Topic 718”), disregarding the effects of estimated forfeitures. Amounts do not represent the actual amounts paid to or realized by the named executive officer for these awards. The grant date fair value was calculated by multiplying the closing price of the underlying shares of our common stock on the date of grant by the number of RSUs granted. No RSUs were granted to our named executive officers prior to 2025. |
2025 Summary Compensation Table
| (2) Amounts shown in this column reflect the aggregate grant date fair value of stock options to purchase common stock that were granted during the applicable fiscal year, in each case computed in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. Our methodology, including our underlying estimates and assumptions used in calculating these values, is set forth in Note 12, “Share-Based Compensation” in our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on February 26, 2026. Amounts shown do not reflect the dollar amounts, if any, that will be received by our Named Executive Officers under the stock options awards. |
2025 Summary Compensation Table
| (3) Amounts shown reflect payments under our 2025 Annual Bonus Plan. Please see “Annual Cash Bonuses” in the Compensation Discussion and Analysis section of this proxy statement for additional information. |
2025 Summary Compensation Table
| (4) The dollar amounts shown in this column for the fiscal year ended December 31, 2025 consist of: (i) $1,600 in technology and office stipends for Mr. Mahoney, Mr. Harmon, Ms. Tousignant, Mr. Beetham and Dr. Tripuraneni; (ii) Company-paid life and disability insurance premiums of $3,670 for Mr. Mahoney, $2,050 for Mr. Harmon, $2,493 for Ms. Tousignant, $3,624 for Mr. Beetham, and $1,523 for Dr. Tripuraneni; and (iii) Company matching contributions with respect to our 401(k) Plan of $1,166.67 for Mr. Mahoney, $14,000 for Mr. Harmon, $14,000 for Ms. Tousignant, $14,000 for Mr. Beetham, and $1,766.70 for Dr. Tripuraneni. |
2025 Summary Compensation Table
| (5) Each of Mr. Mahoney and Mr. Beetham commenced employment with us on October 30, 2023. |
2025 Summary Compensation Table
| (6) Ms. Tousignant commenced employment with us on February 16, 2024. |
2025 Summary Compensation Table
| (6) Dr. Tripuraneni commenced employment with us on March 10, 2025. |
Grants of Plan-Based Awards for Fiscal Year 2025 Table
Grants of Plan-Based Awards for Fiscal Year 2025 Table The following table shows potential payouts under our annual cash incentive awards and information regarding grants of equity awards that we made during the fiscal year ended December 31, 2025 to each of our Named Executive Officers.
Grants of Plan-Based Awards for Fiscal Year 2025 Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Stephen Mahoney | — | — | $420,000 | — | — | — | — | — | | | 3/3/2025 | — | — | — | 73,428 | — | — | $1,058,097 | | | 3/3/2025 | — | — | — | — | 440,565 | $14.41 | $4,381,712 | | Seth Harmon | — | — | $192,000 | — | — | — | — | — | | | 3/3/2025 | — | — | — | 25,068 | — | — | $361,230 | | | 3/3/2025 | — | — | — | — | 150,407 | $14.41 | $1,495,898 | | Jennifer Tousignant | — | — | $187,964 | — | — | — | — | — | | | 3/3/2025 | — | — | — | 20,679 | — | — | $297,984 | | | 3/3/2025 | — | — | — | — | 124,072 | $14.41 | $1,233,979 | | Thomas Beetham | — | — | $272,500 | — | — | — | — | — | | | 3/3/2025 | — | — | — | 37,636 | — | — | $542,335 | | | 3/3/2025 | — | — | — | — | 225,814 | $14.41 | $2,245,871 | | Radhika Tripuraneni (3) | — | — | $169,019 | — | — | — | — | — | | | 3/10/2025 | — | — | — | — | — | $15.58 | $3,341,409 |
Grants of Plan-Based Awards for Fiscal Year 2025 Table
| (1) Non-Equity Incentive Plan amounts above reflect short-term cash incentives granted under our 2025 Annual Bonus Plan as discussed above in the Compensation Discussion and Analysis. Actual amounts earned under such awards are shown in footnote 3 to the 2025 Summary Compensation Table. |
Grants of Plan-Based Awards for Fiscal Year 2025 Table
| (2) Reflects the grant date fair value of stock options to purchase common stock, as computed in accordance with FASB ASC Topic 718. |
Grants of Plan-Based Awards for Fiscal Year 2025 Table
| (3) Dr. Tripuraneni’s 2025 target annual cash bonus opportunity was established in connection with her commencement of employment. Pursuant to the terms of her employment agreement, dated February 23, 2025, Dr. Tripuraneni was eligible to receive a pro-rata annual cash bonus payment with respect to 2025. Dr. Tripuraneni’s 2025 Target Payout Under Non-Equity Incentive Plan Awards reflects the prorated opportunity value. |
Narrative Disclosure to 2025 Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2025 Table
Narrative Disclosure to 2025 Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2025 Table
Outstanding Equity Awards at 2025 Fiscal-Year End Table
Outstanding Equity Awards at 2025 Fiscal-Year End Table The following table sets forth information regarding outstanding equity awards as of December 31, 2025, for each of our Named Executive Officers.
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| | | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($) (2) | | Stephen Mahoney | 3/3/2025 | 3/3/2025(4) | 82,605 | 357,960 | $14.41 | 3/3/2035 | — | — | | | 3/3/2025 | 3/3/2025(5) | — | — | — | — | 73,428 | $2,285,079 | | | 10/30/2023 | 10/30/2023(3) | 682,175 | 577,225 | $13.02 | 10/30/2033 | — | — | | Seth Harmon | 3/3/2025 | 3/3/2025(4) | 28,201 | 122,206 | $14.41 | 3/3/2035 | — | — | | | 3/3/2025 | 3/3/2025(5) | — | — | — | — | 25,068 | $780,116 | | | 11/10/2023 | 11/10/2023(4) | 140,625 | 129,375 | $13.76 | 11/10/2033 | — | — | | | 6/1/2023 | 5/22/2023(3) | 113,020 | 61,980 | $24.50 | 6/1/2033 | — | — | | Jennifer Tousignant | 3/3/2025 | 3/3/2025(4) | 23,263 | 100,809 | $14.41 | 3/3/2035 | — | — | | | 3/3/2025 | 3/3/2025(5) | — | — | — | — | 20,679 | $643,530 | | | 2/12/2024 | 2/12/2024(3) | 132,916 | 157,084 | $19.68 | 2/12/2034 | — | — | | Thomas Beetham | 3/3/2025 | 3/3/2025(4) | 42,340 | 183,474 | $14.41 | 3/3/2035 | — | — | | | 3/3/2025 | 3/3/2025(5) | — | — | — | — | 37,636 | $1,171,232 | | | 10/30/2023 | 10/30/2023(3) | 256,966 | 217,434 | $13.02 | 10/30/2033 | — | — | | Radhika Tripuraneni | 3/10/2025 | 3/10/2025(3) | — | 310,700 | $15.58 | 3/10/2035 | — | — | | | 7/1/2024 | 7/1/2024(6) | 40,000 | — | $13.21 | 7/1/2034 | — | — |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (1) The unvested shares subject to these option awards may be subject to accelerated vesting upon a qualifying termination of employment, see “Potential Payments Due Upon Termination of Employment or a Change-in-Control” below. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (2) Amount is based on the closing market price of the Company’s common stock on December 31, 2025 of $31.12. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (3) The option vests as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date and then in monthly installments thereafter over the following three years, generally subject to continuous service through each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (4) The option vests in equal monthly installments over the four-year period following the vesting commencement date, generally subject to continuous service through each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (5) The award vests on an annual basis over four years in equal amounts on the anniversary of the grant date, generally subject to continuous service through each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (6) The option was granted to Dr. Tripuraneni in connection with consulting services provided to the Company prior to her employment. The option was fully vested as of December 31, 2025. |
Option Exercises and Stock Vested in 2025 Table
Option Exercises and Stock Vested in 2025 Table None of our Named Executive Officers exercised options to purchase our common stock during the fiscal year ended December 31, 2024. During this same period, there was no vesting of stock awards held by our Named Executive Officers.
Potential Payments Upon Termination of Employment or a Change-in-Control
Potential Payments Upon Termination of Employment or a Change-in-Control We have entered into employment agreements with our Named Executive Officers pursuant to which we agreed to make certain payments to our executive officers upon termination of their employment or a change of control of the Company, as described below.
General
| Name | Executive Benefits and Payment upon Termination | Termination by Company without Cause or by Executive for Good Reason Absent a Change in Control ($) | Involuntary Termination by the Company or by Executive for Good Reason in Connection with a Change in Control ($) | | Stephen Mahoney | Cash Severance Payment (1) | 1,050,000 | 2,240,000 | | | Healthcare continuation | 59,488 | 79,317 | | | Acceleration of equity vesting (2) | 5,689,785 | 18,714,363 | | | Total | 6,808,273 | 21,033,680 | | Seth Harmon | Cash Severance Payment (1) | 480,000 | 672,000 | | | Healthcare continuation | 39,659 | 39,659 | | | Acceleration of equity vesting (2) | 289,625 | 5,478,436 | | | Total | 809,284 | 6,190,095 | | Jennifer Tousignant | Cash Severance Payment (1) | 469,910 | 657,874 | | | Healthcare continuation | 39,659 | 39,659 | | | Acceleration of equity vesting (2) | 829,400 | 4,125,090 | | | Total | 1,338,969 | 4,822,623 | | Thomas Beetham | Cash Severance Payment (1) | 545,000 | 817,500 | | | Healthcare continuation | 39,659 | 39,659 | | | Acceleration of equity vesting (2) | 2,146,660 | 8,172,638 | | | Total | 2,731,319 | 9,029,797 | | Radhika Tripuraneni | Cash Severance Payment (1) | 530,000 | 742,000 | | | Healthcare continuation (3) | — | — | | | Acceleration of equity vesting (2) | 2,112,368 | 4,828,278 | | | Total | 2,642,368 | 5,570,278 |
Pay Ratio Disclosure
Pay Ratio Disclosure For 2025, we determined that the median of the annual total compensation of all of our employees, other than our CEO, Mr. Mahoney, was $439,114; Mr. Mahoney’s 2025 annual total compensation, as reported in the 2025 Summary Compensation Table above, was $6,776,249 and the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees other than our CEO was 15.4 to 1. To identify our median employee, we reviewed our employee population on December 31, 2025 and aggregated each employee’s 2025 base salary, annual bonus paid for 2025 performance, stock-based compensation granted in 2025 (based on grant date fair value), and other payments made in 2025. We annualized the compensation of employees who joined the Company during 2025. The annual total compensation of our median employee (other than the CEO) for 2025 was then determined in accordance with the SEC rules in the same manner that Mr. Mahoney’s compensation was determined for purposes of the 2025 Summary Compensation Table and compared to the total annual compensation for Mr. Mahoney as reported in the 2025 Summary Compensation Table above. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.
Pay Versus Performance
| Year | Summary Compensation Table Total for Ms. Rauch (1) | Compensation Actually Paid to Ms. Rauch (2) | Summary Compensation Table Total for Dr. Violin (1) | Compensation Actually Paid to Dr. Violin (2) | Summary Compensation Table Total for Mr. Myers (1) | Compensation Actually Paid to Mr. Myers (2) | Summary Compensation Table Total for Mr. Mahoney (1) | Compensation Actually Paid to Mr. Mahoney (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (3)(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”) (5) | Peer Group TSR (6) | Net Income (6) | | 2025 | — | — | — | — | — | — | $6,776,249 | $18,846,808 | $3,209,086 | $7,296,272 | $189.18 | $124.75 | $(342.6) | | 2024 | — | — | — | — | — | — | $1,117,454 | $(2,049,900) | $2,052,523 | $788,907 | $116.53 | $93.49 | $(269.9) | | 2023 | — | — | $2,211,072 | $(744,985) | $36,407,990 | $6,248,440 | $12,479,521 | $22,376,680 | $5,654,964 | $8,294,872 | $132.40 | 94.03 | $(237.7) | | 2022 | — | — | $4,646,740 | $7,621,417 | — | — | — | — | $2,067,217 | $3,970,915 | $177.57 | 89.90 | $(129.9) | | 2021 | $1,779,054 | $1,961,634 | $17,408,538 | $14,862,020 | — | — | — | — | $7,938,024 | $7,613,295 | $120.18 | 100.02 | $(79.4) |
Pay Versus Performance
| (1) The dollar amounts reported are the amounts of total compensation reported for (i) Ms. Rauch in the Summary Compensation Table for 2021 (the covered year during which she served as our principal executive officer), (ii) Dr. Violin in the Summary Compensation Table for 2021, 2022 and 2023 (the covered years during which he served as our principal executive officer), (iii) Mr. Myers in the Summary Compensation Table for 2023 (the covered year during which he served as our principal executive officer), and (iv) Mr. Mahoney in the Summary Compensation Table for 2023, 2024 and 2025 (the covered years during which he has served as our principal executive officer). |
Pay Versus Performance
| (2) The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, these amounts reflect the values reported in the “Total” column of the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance
| Compensation Actually Paid to PEO | 2025 (Mr. Mahoney) | | | Summary Compensation Table Total | | 6,776,249 | | Less, value of “Option Awards” and “Stock Awards” reported in Summary Compensation Table | ($ | 5,439,811) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | | 10,788,032 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | | 1,092,874 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | | 5,662,588 | | Plus (less), change in fair value from prior year end to the vesting date of equity awards granted in prior years that vested in the year | ($ | 33,124) | | Less, prior year-end fair value for any equity awards forfeited in the year | | — | | Compensation Actually Paid to PEO | | 18,846,808 |
Pay Versus Performance
| (3) The dollar amounts reported represent the average of the amounts reported for our Named Executive Officers as a group (excluding our Chief Executive Officers) in the “Total” column of the “Summary Compensation Table” in each applicable year. The names of each of the Named Executive Officers (excluding our Chief Executive Officers) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Mr. Beetham, Mr. Harmon, Ms. Tousignant, and Dr. Tripuraneni; (ii) for 2024, Mr. Beetham, Dr. Ciulla, Mr. Harmon, Dr. Katz and Ms. Tousignant; (iii) for 2023, Mr. Beetham and Mr. Harmon; (iv) for 2022, Mr. Humer and Dr. Katz; and (v) for 2021, Mr. Humer and Dr. Katz. |
Pay Versus Performance
| (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the Named Executive Officers as a group (excluding our Chief Executive Officers), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Named Executive Officers as a group (excluding our Chief Executive Officer) during the applicable year. In |
Pay Versus Performance
| accordance with the SEC rules, these amounts reflect the values reported in the “Total” column of the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
Pay Versus Performance
| Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | | Average Summary Compensation Table Total | | 3,209,086 | | Less, average value of “Option Awards” and “Stock Awards” reported in Summary Compensation Table | ($ | 2,379,677) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | | 4,878,420 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | | 310,265 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | | 1,349,730 | | Plus (less), average change in fair value from prior year end to the vesting date of equity awards granted in prior years that vested in the year | ($ | 71,552) | | Less, prior year-end fair value for any equity awards forfeited in the year | | — | | Average Compensation Actually Paid to Non-PEO NEOs | | 7,296,272 |
Pay Versus Performance
| (5) Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. |
Pay Versus Performance
| (6) Reflects the total shareholder return of the Nasdaq Biotechnology Total Return Index, which is the same peer group used for purposes of Item 201(e) of Regulation S-K, from December 31, 2020 through the last trading day for the applicable fiscal year in the table, assuming reinvestment of dividends. |
Pay Versus Performance
| (7) The dollar amounts reported represent the amount of net income, in millions, reflected in the Company’s audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several non-financial performance measures to align executive compensation with Company performance, the Company does not use any financial performance measures to link compensation actually paid to the Company’s Named Executive Officers. As a result, the Company is not presenting a “company-selected measure” as part of this Pay Versus Performance Table, as further described below. The non-financial measures utilized by the Company are not presented in the Pay Versus Performance Table. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.
Compensation Actually Paid and Company Cumulative TSR and Peer Group Cumulative TSR
Compensation Actually Paid and Company Cumulative TSR and Peer Group Cumulative TSR
Compensation Actually Paid and Company Cumulative TSR and Peer Group Cumulative TSR
| * Compensation actually paid in thousands |
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss)
| * Compensation actually paid and net income (loss) in thousands |
Director Compensation
Director Compensation
Director Compensation Table
Director Compensation Table The following table shows the compensation earned in 2025 by the non-employee directors who served on the Board during such year. Mr. Mahoney did not receive any additional compensation for his 2025 Board service. For additional information on the 2025 compensation of Mr. Mahoney, see the “Executive Compensation” section above.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | Total ($) | | Dr. Sarah Gheuens | 47,500 | 201,402 | 248,902 | | Christopher Cain(2) | 57,500 | 653,089 | 710,589 | | Tomas Kiselak(2) | 92,500 | 201,402 | 293,902 | | Arlene M. Morris | 70,000 | 201,402 | 271,402 | | Jennifer K. Moses | 67,500 | 201,402 | 268,902 | | Jeff Ajer | 57,500 | 540,746 | 598,246 |
Director Compensation Table
| (1) The values set forth in this column do not reflect dollar amounts actually received by our non-employee directors and instead, in accordance with the SEC rules, are based on the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. Our methodology, including our underlying estimates and assumptions used in calculating these values, is set forth in Note 12, “Share-Based Compensation” in our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on February 26, 2026. As of December 31, 2025, each of our non-employee directors held the following number of options to purchase shares of our common stock: Dr. Gheuens, 82,000 options, Mr. Cain, 63,000 options, Mr. Kiselak, 113,600 options, Ms. Morris, 116,800 options, Ms. Moses, 99,500 options, and Mr. Ajer, 63,000 options. |
Director Compensation Table
| (2) All or a portion of such director’s fees are remitted directly to Fairmount and such director is obligated to turn over to Fairmount any net cash or stock received from the options pursuant to their arrangement with Fairmount. The director disclaims beneficial ownership of the options and underlying shares. |