DEF 14A of Firefly Aerospace Inc., Apr 17, 2026

DEF 14A of Firefly Aerospace Inc.

Filed Apr 17, 2026 · FY20250001193125-26-161474

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Based upon the recommendation of the Nominating and Governance Committee, the Board has nominated the following two directors to be re-elected at the Annual Meeting: Jason Kim and Kevin McAllister. If elected at the Annual Meeting, they will serve for three-year terms, expiring at our 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until his or her earlier death, resignation or removal. Certain biographical information for each of the nominees is set forth in the following section. Also set forth therein is a description of the specific experience, qualifications, attributes and skills of each nominee that were considered by the Nominating and Corporate Governance Committee, in the context of the needs of the Board as a whole, in determining that these individuals were qualified to serve on the Board. Mr. McAllister has been included in the slate of nominees recommended for re-election by the Board pursuant to the terms of the Director Nomination Agreement. Proxies solicited on behalf of the Board will be voted “FOR” the election of each of the two director nominees, unless your proxy card is marked otherwise (if you are a registered stockholder) or you have provided a different instruction to your bank or broker (if you are a beneficial or “street-name” stockholder).

  2. Director Nominees to Serve Three-Year Terms Expiring at the Annual Meeting to be Held in 2029

    Director Nominees to Serve Three-Year Terms Expiring at the Annual Meeting to be Held in 2029 Jason Kim has served as our Chief Executive Officer and as a member of the Board since October 2024. He previously served as Chief Executive Officer of Millennium Space Systems from December 2020 to September 2024 and as Vice President of Strategic Planning from September 2009 to December 2019. Mr. Kim has also held positions with Raytheon and Northrop Grumman. Mr. Kim attended the United States Air Force Academy, where he earned a BS in Electrical Engineering, and served in the United States Air Force from 1999 to 2006. Mr. Kim also earned a MS in Electrical Engineering from the U.S. Air Force Institute of Technology and an MBA from UCLA Anderson School of Management. We believe that Mr. Kim is qualified to serve as a director given his deep industry experience and his insight into our business as our Chief Executive Officer. Kevin McAllister has served as a member of the Board since completion of our IPO in August 2025. Since June 2020, Mr. McAllister has been a Senior Operating Partner and Co-Head of the Portfolio Strategy and Optimization Group at AE Industrial Partners. Mr. McAllister currently serves on the board of directors of Embraer S.A. (NYSE: ERJ). Mr. McAllister previously served as the Chairman of the board of directors of Belcan. Prior to joining AE Industrial in June 2020, Mr. McAllister served as President and Chief Executive Officer of Boeing Commercial Airplanes from December 2016 to October 2019. Prior to that, Mr. McAllister held positions at GE Aerospace (NYSE: GE) from 1989 to 2016, where he most recently served as President and Chief Executive Officer of GE Aviation Services from 2014 to 2016 and was previously Vice President and General Manager of Global Sales and Marketing from 2008 to 2014. He also held multiple leadership roles at GE Aerospace across Global Customer and Product Support, Overhaul & Component Repair Operations, Lean Six Sigma, and Engineering. Mr. McAllister earned a BS in Metallurgical and Materials Engineering from the University of Pittsburgh. We believe Mr. McAllister is qualified to serve as a director given his leadership experience in the aerospace industry.

  3. Continuing Directors (whose terms expire at the annual meeting of stockholders to be held in 2027)

    Continuing Directors (whose terms expire at the annual meeting of stockholders to be held in 2027) Christopher Emerson has served as a member of the Board since September 2022. Since January 2024, Mr. Emerson has been a Senior Partner at AE Industrial Partners and was an Operating Partner from October 2022 to January 2024. Mr. Emerson currently serves as Chairman of the board of ALL.SPACE, Chairman of the board of Spirent Federal Systems, and on the board of directors of Belcan and The Atlas Group. Previously, Mr. Emerson served on the board of directors at Hidden Level Inc. from May 2022 to October 2024 and HawkEye 360 from September 2019 to November 2021. Mr. Emerson served as Chairman of the board of Airbus U.S. Space & Defense, Inc. (OTCMKTS: EADSY) from October 2021 to February 2022, Chairman of the Board and President of Airbus U.S. Space & Defense, Inc. from July 2019 to October 2021, and President of Airbus Helicopters, Inc. from June 2015 to July 2019. From 2003 to 2015, Mr. Emerson served in various roles at Airbus U.S. Space & Defense, Inc., including as Senior Vice President and Chief Financial Officer. Mr. Emerson earned a BAS in International Economics from the University of Alabama. We believe that Mr. Emerson is qualified to serve as a director given his experience in the aerospace industry and extensive leadership experience. Jon Lusczakoski has served as a member of the Board since completion of our IPO in August 2025. Since February 2026, Mr. Lusczakoski has been a Partner at AE Industrial Partners and previously was a Principal from August 2024 to February 2026, a Vice President from August 2021 to August 2024, a Senior Associate from October 2020 to August 2021 and an Associate from August 2018 to October 2020. Mr. Lusczakoski currently serves on the board of directors of Calca Solutions and the National Security Space Association. Prior to joining AE Industrial Partners in August 2018, Mr. Lusczakoski was a Lead Engineer in the Program Development group at Williams International from June 2012 to July 2018. Mr. Lusczakoski earned a BS in Mechanical Engineering from Michigan State University and an MBA from the University of Michigan. We believe Mr. Lusczakoski is qualified to serve as a director given his technical background. Pamela Braden has served as a member of the Board since completion of our IPO in August 2025. Since February 2022, Ms. Braden has been an Operating Partner at AE Industrial Partners. Ms. Braden currently serves on the board of directors of BigBear.ai (NYSE: BBAI) and REDLattice and previously served on the board of directors of Belcan. Prior to joining AE Industrial Partners, Ms. Braden was the Chief Executive Officer and Founder of the digital engineering services firm Gryphon Technologies from January 1998 to December 2021. Prior to that, Ms. Braden served as an executive at various government sector-focused startups. Ms. Braden earned a BA in Political Science from the University of Akron. We believe Ms. Braden is qualified to serve as a director given her experience in the defense industry and as an executive for complex technology companies.

  4. Continuing Directors (whose terms expire at the annual meeting of stockholders to be held in 2028)

    Continuing Directors (whose terms expire at the annual meeting of stockholders to be held in 2028) Kirk Konert has served as a member of the Board since March 18, 2022. Since December 2023, Mr. Konert has been a Managing Partner at AE Industrial Partners. Prior to that, Mr. Konert was a Partner at AE Industrial Partners from October 2019 to December 2021, and a Principal from August 2014 to October 2019. Mr. Konert currently serves on the board of directors of BigBear.ai (NYSE: BBAI), Calca Solutions, Redwire (NYSE: RDW), ThayerMahan, and York Space Systems (NYSE: YSS). Previously, Mr. Konert was a Senior Associate at Sun Capital Partners from July 2011 to July 2014 and was an analyst with Wells Fargo Securities’ Industrial Group from June 2009 to June 2011. Mr. Konert earned a BA in Economics at Davidson College. We believe that Mr. Konert is qualified to serve as a director given his leadership and transactional experience. Ryan Boland has served as a member of the Board since completion of our IPO in August 2025. Since January 2024, Mr. Boland has served as Chief Executive Officer of ElementUSA Minerals and has served on its board of directors since April 2022. Mr. Boland has served on the board of directors of Lulu Snacks, Inc. since January 2025. Mr. Boland has served as the Chief Executive Officer of a private family office since December 2016. Prior to that, Mr. Boland worked at J.P Morgan from July 2005 to December 2016 in various executive roles across the Investment Bank and Private Bank departments, most recently as Executive Director of Global Investments, Private Bank. Mr. Boland earned a BS in Accounting from Villanova University. We believe Mr. Boland is qualified to serve as a director given his financial expertise and management credentials. Thomas Zurbuchen has served as a member of the Board since May 2025. Since June 2023, Dr. Zurbuchen has led the ETH Space initiative at ETH Zürich Space, a public university in Germany. Dr. Zurbuchen currently serves as a member of the board of advisors of Voyager Space, as a member of the board of McKinley Inc., and serves on the board of directors of the Schindler Group. Prior to that, Dr. Zurbuchen was Associate Administrator at the National Aeronautics and Space Association Science Mission Directorate from October 2016 to December 2022. Prior to that, from September 2014 to October 2016, Dr. Zurbuchen worked as a Talent Acquisition Specialist at eLab Ventures. From February 1998 to October 2016, Dr. Zurbuchen held various educational leadership positions at the University of Michigan, including as a Research Scientist from January 1998 to September 2003, as the Director of the Center for Entrepreneurship from October 2007 to August 2009, and as a professor from September 2003 to October 2016. Dr. Zurbuchen earned an MS and a PhD in physics from the University of Bern. We believe Dr. Zurbuchen is qualified to serve as a director given his technical background and extensive leadership experience in private and public institutions.

  5. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation awarded to, earned by, or paid to our Named Executive Officers for the fiscal year 2025, as well as the fiscal year 2024, where applicable.

  6. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jason Kim | 2025 | 488,462 | 500,000(5) | 36,053,338 | 1,134,849 | — | 42,866(6) | 38,219,515 | | Chief Executive Officer | 2024 | 115,385 | 250,000 | — | 1,778,398 | — | 100,291 | 2,244,074 | | Darren Ma | 2025 | 408,308 | 252,000(5) | 9,048,737 | 1,613,963 | — | 3,433(7) | 11,326,441 | | Chief Financial Officer | 2024 | 383,846 | — | — | 16,292 | 175,000 | 6,085 | 581,223 | | Ramon Sanchez(8) | 2025 | 13,077 | 175,000(9) | 11,122,197 | — | — | 1,635(10) | 11,311,909 | | Chief Operating Officer | 2024 | — | — | — | — | — | — | — |

  7. Summary Compensation Table

    (1) Amounts in the “Stock Awards” column reflect the aggregate grant date fair values of restricted stock units (“RSUs”) and for Mr. Sanchez, performance stock units (“PSUs”), as computed in accordance with ASC Topic 718, Compensation-Stock Compensation. Mr. Sanchez’s PSUs are valued based on the probable outcome of the performance conditions applicable to such PSUs as of the date of grant. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in the Stock Awards column are set forth in Note 14 “Share Based Compensation” to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). See the “Equity Incentive Compensation” section below for additional details on the RSUs and PSUs. For additional information on these awards, see the “Outstanding Equity Awards at 2025 Fiscal Year-End Table” below. (2) The amounts reported in the “Option Awards” column represent the grant date fair value of the stock options (“Options”) granted to the applicable Named Executive Officers during the fiscal years ended December 31, 2024 and December 21, 2025, respectively, as computed in accordance with ASC Topic 718, Compensation-Stock Compensation, and for Mr. Kim, a portion of which represents $250,000 of his 2024 annual bonus. The assumptions used in calculating the grant date fair value of the Options reported in the Option Awards column are set forth in Note 14 “Share Based Compensation” to the consolidated financial statements included in the 2025 Annual Report. See the “Equity Incentive Compensation” section below for additional details on the Options. For additional information on these awards, see the “Outstanding Equity Awards at 2025 Fiscal Year-End Table” below. (3) The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect bonuses paid to the Named Executive Officers under the Firefly Aerospace, Inc. Performance-Based, Incentive Compensation Plan with respect to the fiscal years ended December 31, 2024. (4) Amounts in the “All Other Compensation” column for the fiscal year 2025 include Company paid life insurance premiums for all of our Named Executive Officers ($222 for Mr. Kim, $186 for Mr. Ma, and $384 for Mr. Sanchez). (5) Amounts represent discretionary annual bonuses paid to Messrs. Kim and Ma taking into account our overall performance. (6) Includes discretionary tax gross up payment of $42,644 that the Company paid in connection with Mr. Kim’s relocation reimbursements, which he received in 2024 for relocating to the vicinity of our former Cedar Park, Texas location. Includes a matching 401(k) contribution (100% of elective deferrals up to a maximum per participant per calendar year equal to 4% of the participant’s eligible compensation), which for Mr. Ma was $3,246 for the fiscal year 2025. Mr. Sanchez commenced employment with the Company on December 22, 2025. He was not a named executive officer for the fiscal year 2024. His salary reflects partial year of service. Represents the guaranteed annual bonus Mr. Sanchez is entitled to receive for the fiscal year ended December 31, 2025 per the terms of his employment agreement. (10) Mr. Sanchez was compensated with a $1,635 cash payment, which was based on an assumed hourly rate, for attending a Company All-Hands meeting on December 19, 2025, prior to the start of his employment.

  8. Outstanding Equity Awards at 2025 Fiscal Year-End

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

  9. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Jason Kim | 10/24/2024(4) | 2,240,467 | — | 0.9112 | 10/23/2034 | — | — | | | 5/6/2025(4) | 631,740 | — | 2.3106 | 5/5/2035 | — | — | | | 9/24/2025(5) | — | — | — | — | 888,889 | 19,884,447 | | Darren Ma | 10/28/2020(4) | 54,286 | — | 0.4231 | 8/25/2030 | — | — | | | 1/8/2021(4) | 33,233 | — | 0.4882 | 1/7/2031 | — | — | | | 7/21/2021(4) | 61,247 | — | 1.0089 | 7/20/2031 | — | — | | | 7/21/2021(4) | 107,547 | — | 1.0089 | 7/20/2031 | — | — | | | 2/17/2022(4) | 46,092 | — | 1.0089 | 2/16/2032 | — | — | | | 6/17/2022(4) | 47,244 | — | 0.8787 | 6/16/2032 | — | — | | | 6/17/2022(4) | 153,639 | — | 0.8787 | 6/16/2032 | — | — | | | 6/20/2024(4) | 23,046 | — | 0.8136 | 6/19/2034 | — | — | | | 5/6/2025(4) | 898,450 | — | 2.3106 | 5/5/2035 | — | — | | | 8/24/2025(6) | — | — | — | — | 768 | 17,180 | | | 9/24/2025(5) | — | — | — | — | 222,222 | 4,971,106 | | Ramon Sanchez | 12/22/2025(6) | — | — | — | — | 100,000 | 2,237,000 | | | 12/22/2025(7) | — | — | — | — | 228,833 | 5,118,994 |

  10. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Amount reflects all previous reverse stock splits effected prior to our IPO. (2) This column represents the fair market value of a share of our common stock on the date of the grant, as determined by the administrator of the 2017 Plan. (3) This column represents the fair market value of the shares underlying the RSUs or PSUs as of December 31, 2025, based on the closing price of our common stock, as reported on Nasdaq, of $22.37 on December 31, 2025. (4) Amount reflects shares of our common stock subject to an Option granted pursuant to the terms of the 2017 Plan and a stock option agreement thereunder. The Options are fully vested. (5) The RSUs vest in four installments on each of September 16, 2026, 2027, 2028 and 2029, subject to each of Messrs. Kim’s and Ma’s, as applicable, continued employment through the respective vesting date. (6) The RSUs vest as to (i) one-third on the one-year anniversary of the grant date, and (ii) 1/12 quarterly thereafter (such that the RSUs will be fully vested at the third anniversary of the grant date), subject in each case to continued employment through the respective vesting date. (7) PSUs vest when certain operational goals and milestones are met during three separate one-year measurement periods, in each case generally subject to Mr. Sanchez’s continued employment through the applicable vesting date, except as otherwise set forth in the applicable award agreement.

  11. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Severance Benefits under the Prior Employment Agreements As of December 31, 2025, Messrs. Kim and Ma were entitled to certain severance payments and benefits pursuant to their respective Prior Employment Agreements in the event we terminate him without Cause or he resigns with Good Reason, subject to each of their execution and non-revocation of a general release of claims in favor of us, consisting of the following severance: (i) nine months (for Mr. Ma) or 12 months (for Mr. Kim) of his then-current base salary, (ii) an amount equal to the cost of nine months (for Mr. Ma) or 12 months (for Mr. Kim) of the employee portion of associated COBRA premiums, (iii) a pro-rated Annual Bonus for the year of termination if such termination occurred in the second half of the fiscal year, based on projected actual performance through the date of termination, and (iv) any then-outstanding Options subject to time-based vesting will remain outstanding and have the opportunity to vest for nine months (for Mr. Ma) or 12 months (for Mr. Kim) following such termination of employment. To the extent unpaid as of the date of termination of employment, Mr. Ma will also be entitled to the prior year Annual Bonus. Such severance will be paid in a lump sum no later than 60 days following the applicable termination of employment. The Prior Employment Agreements also provide that, upon a Liquidity Event (which included our IPO) where he is employed, any Options subject solely to time-based vesting shall become fully vested and exercisable, provided, that, any shares issued in respect of such accelerated Options shall be “Restricted Shares.” If he does not elect a method of exercise in connection with such Liquidity Event, he will be deemed to have selected the Net-Exercise method. The clawback on the Restricted Shares generally lapses with respect to 50% of the Restricted Shares on the six-month anniversary of the Liquidity Event, 25% of the Restricted Shares on the nine-month anniversary of the Liquidity Event, and 25% of the Restricted Shares in equal monthly amounts (8.34% per month) at the end of each tenth-, eleventh- and twelfth-month anniversaries of the Liquidity Event. Any Restricted Shares still subject to clawback in the event he terminates his employment other than for Good Reason any time during the 12-month period following the Liquidity Event shall be forfeited. For purposes of the Prior Employment Agreements, “Liquidity Event” means (i) Change of Control (as defined in the 2017 Plan), or (ii) an initial public offering (including via a merger with a special purpose acquisition company or similar). In connection with our IPO, we amended the Prior Employment Agreements to remove the automatic Net-Exercise such that the Options held by Messrs. Kim and Ma remain outstanding and exercisable at any time in accordance with their terms until the expiration date of the Options. Under the Prior Employment Agreements, “Cause” generally means (i) conduct amounting to fraud against us or any of our subsidiaries or affiliates; (ii) intentional misconduct, repeated refusal to follow our reasonable and lawful directions or material breach of the employment agreement or any document referenced therein, provided we notify the applicable individual of the acts deemed to constitute such intentional misconduct, repeated refusal or material breach in writing and he fails to correct such acts (or begin such action as may be necessary to correct such acts and thereafter fails to diligently pursue the completion thereof) within ten business days after written notice has been given; (iii) violation of our material policies that causes or has demonstrated a substantial likelihood to cause material financial or reputational harm to us; or (iv) conviction or plea of guilty or nolo contendere to a felony (other than one arising from the operation of a motor vehicle or resulting from actions taken (or not taken) by such individual in reasonable, good faith in his capacity as our employee or officer). Severance Benefits under the Severance Plan On April 15, 2026, our Board adopted and approved the Firefly Aerospace Inc. Amended Executive Severance Plan (the “Severance Plan”). Our Named Executive Officers are eligible to participate in the Severance Plan, subject to execution of a participation agreement. The Severance Plan would provide the following severance in the event a participant’s employment with the Company is terminated by the Company without cause other than due to death or disability, or in the event of the participant’s resignation for good reason (each, a “Qualifying Termination”), provided that the participant has completed at least one full year of continuous service as of the termination date and subject to the execution and non-revocation of a general release of claims in favor of the Company: a lump sum amount equal to the participant’s annual base salary; • a lump sum bonus payment equal to: (i) in the case of Mr. Kim, the target annual bonus in effect for the year of such termination, and (ii) in the case of other Named Executive Officers, a prorated target annual bonus (if the Qualifying Termination occurs prior to or on June 30), or the prorated bonus in effect for the year which includes the termination date based on actual performance achieved prior to, and prorated through, the termination date (if the Qualifying Termination occurs after June 30); and • a lump sum amount for the difference between the amount the participant pays to effect and continue healthcare coverage under COBRA and the employee contribution amount (the “COBRA Benefit”) for up to one year. In the event the participant’s Qualifying Termination occurs during the 24-month period following a Change in Control (as defined in the 2025 Plan) (the “Change in Control Protection Period”) then, subject to the execution and non-revocation of a general release of claims in favor of the Company, a participant would receive the following enhanced severance: • a lump sum amount equal to: (i) in the case of Mr. Kim, two times his annual base salary, and (ii) in the case of other Named Executive Officers, one times their annual base salary; • a lump sum bonus payment equal to: (i) in the case of Mr. Kim, two times his target annual bonus, and (ii) in the case of other Named Executive Officers, one times their target annual bonus; and • a lump sum amount equal to the total amount of the COBRA Benefit for: (i) in the case of Mr. Kim, up to two years, and (ii) in the case of other Named Executive Officers, up to one year. The Severance Plan also provides that if a participant’s employment with the Company terminates due to his retirement, death or disability then, subject to the execution and non-revocation of a general release of claims in favor of the Company, the participant (or his estate, as applicable) will be entitled to receive a lump sum payment equal to (i) the participant’s annual base salary, (ii) a prorated target annual bonus (if the termination date occurs prior to or on June 30) or the prorated bonus based on actual performance achieved prior to, and prorated through, the termination date (if the termination date occurs after June 30), and (iii) COBRA Benefit for one year.

  12. Potential Payments Upon Termination or Change in Control

    The Severance Plan further provides for the acceleration of the vesting of equity awards in the event of a participant’s Qualifying Termination or termination of employment that occurs outside of a Change in Control Protection Period or a termination of employment due to retirement or disability, with the vesting of time-based RSUs generally accelerating for a one-year period (except RSUs granted on September 24, 2025 in connection with our IPO, which will vest in full upon such termination) and PSUs continuing to vest, on a prorated basis, based on actual performance achieved at the end of the applicable measurement period. In the event of a participant’s Qualifying Termination that occurs during a Change in Control Protection Period or his death, all then-unvested time-based and performance-based equity awards will immediately vest. The Severance Plan provides for a “best-net” cutback in the event any payment to which the participant is entitled thereunder constitutes a “parachute payment” under Section 280G of the Internal Revenue Code.

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table presents the total compensation to our non-employee directors for the fiscal year 2025. Mr. Kim does not receive additional compensation for serving as a director (see the “Summary Compensation Table” above for information in relation to his compensation for the fiscal year 2025).

  14. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(6)(7) | Total ($) | | Kirk Konert(1) | 104,946 | — | 104,946 | | Marc Weiser(1) | 39,946 | — | 39,946 | | Christopher Emerson(2) | 69,973 | — | 69,973 | | Thomas Zurbuchen(3) | 86,708 | 10,835 | 97,543 | | Pamela Braden(4) | 39,946 | — | 39,946 | | Kevin McAllister(4) | 54,946 | — | 54,946 | | Jon Lusczakoski(4) | 39,946 | — | 39,946 | | Ryan Boland(4) | 59,946 | — | 59,946 | | Jed McCaleb(5) | — | — | — | | Thomas Markusic(5) | — | — | — |

  15. DIRECTOR COMPENSATION

    (1) Messrs. Konert and Weiser were appointed to the Board in March 2022 and October 2024, respectively, but did not receive any compensation for service prior to our IPO. Fees reported for them reflect partial years of service following our IPO for the fiscal year 2025. (2) Mr. Emerson was appointed to the Board in September 2022. Fees reported for him reflect compensation of $30,027 (for a partial year of service) prior to our IPO and $39,946 (for a partial year of service) following our IPO. (3) Dr. Zurbuchen was appointed to the Board in May 2025. Fees reported for him reflect compensation of $46,762 (for a partial year of service) prior to our IPO and $39,946 (for a partial year of service) following our IPO. (4) Ms. Braden and Messrs. Boland, Lusczakoski and McAllister were appointed to the Board in connection with our IPO in August 2025. Fees reported for them reflect partial years of service. (5) Messrs. McCaleb and Markusic resigned from the Board in connection with our IPO. They did not receive any compensation for their service. (6) The amount shown represents the grant date fair value of Options granted under the 2017 Plan as computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. the assumptions used in calculating the grant date fair value of the Options are set forth in Note 14 “Share Based Compensation” to the consolidated financial statements included in the 2025 Annual Report. (7) The following table reflects the aggregate number of Options held by each non-employee director at the end of the fiscal year 2025 (those non-employee directors who are not listed in the table did not hold any Options at the end of the fiscal year 2025):

  16. DIRECTOR COMPENSATION

    | Name | Aggregate Number of Option Awards Outstanding at Fiscal Year End(1) | | Christopher Emerson | 15,364 | | Thomas Zurbuchen | 6,146 | | Thomas Markusic | 5,008,700 |

  17. DIRECTOR COMPENSATION

    (1) Amount reflects all previous reverse stock splits effected prior to our IPO.

  18. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table Prior to our IPO, the fees for certain non-employee directors in 2025 consisted of an annual cash retainer equal to $50,000 (with respect to Mr. Emerson) and $175,000 (with respect to Dr. Zurbuchen). Certain of our directors also received grants of Options, which vest in full on the first anniversary of the applicable vesting commencement date.

  19. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Following our IPO, we adopted a non-employee director compensation program, whereby each of our non-employee directors receives an annual director fee, currently equal to $100,000, payable in equal quarterly installments, with the Board chair receiving an additional $50,000. Committee chairs also receive additional annual cash retainers as follows: the Audit Committee chair receives $20,000, the Compensation Committee chair receives $15,000 and the Nominating and Corporate Governance Committee chair receives $15,000. In addition, promptly following each annual meeting of stockholders, each non-employee director will receive a grant of RSUs in an aggregate amount of $150,000, calculated based on the closing price of our common stock on the date of the grant, and the RSUs vest one year from the date of the grant. In addition, each director is reimbursed for out-of-pocket expenses in connection with his or her services.