DEF 14A of Trevi Therapeutics, Inc., Apr 21, 2026

DEF 14A of Trevi Therapeutics, Inc.

Filed Apr 21, 2026 · FY20250001193125-26-166695

Open on EDGAR

  1. Proposal No. 4 – Approval of the Trevi Therapeutics, Inc. Amended and Restated 2019 Stock Incentive Plan

    Proposal No. 4 – Approval of the Trevi Therapeutics, Inc. Amended and Restated 2019 Stock Incentive Plan The approval the Trevi Therapeutics, Inc. Amended and Restated 2019 Stock Incentive Plan requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “for” or “against” such matter. Abstentions and “broker non-votes” will have no effect on the outcome of this proposal. Proposal No. 5 – Approval of an Amendment to our Restated Certificate of Incorporation, as Amended, to Increase the Number of Authorized Shares of Common Stock The approval of an amendment to our Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares, requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “for” or “against” such matter. Abstentions and “broker non-votes” will have no effect on the outcome of this proposal.

  2. Nominee for Election as a Class I Director

    Nominee for Election as a Class I Director Biographical information, including principal occupation and business experience during the last five years, for our nominee for election as a Class I director at our Annual Meeting is set forth below.

  3. Nominee for Election as a Class I Director

    | | Age | | Michael Heffernan. Mr. Heffernan has served on our Board of Directors since February 2017 and served as our lead independent director from September 2020 until June 2023. Mr. Heffernan is the Founder of Collegium Pharmaceutical, a publicly traded pharmaceutical company, or Collegium, and served as the Chairman of its Board of Directors from July 2018 to May 2025. Mr. Heffernan served as Interim President and Chief Executive Officer of Collegium from May 2024 until November 2024 and as the President, Chief Executive Officer and a director of Collegium from October 2002 until July 2018. Most recently, Mr. Heffernan co-founded Avenge Bio, an oncology-focused biotechnology company, where he has served as Chairman since 2019 and served as Chief Executive Officer from January 2022 until May 2024. He has also been an advisor, investor and board member of a number of biopharmaceutical, medical device and healthcare services companies. Mr. Heffernan has served on the board of directors of Avalo Therapeutics, Inc., a publicly traded clinical stage biotechnology company, since March 2025 and was named the Chairman of the Board in March 2025. Mr. Heffernan has served on the board of directors of enGene Holdings Inc., a publicly traded clinical stage biotechnology company, since July 2025. Mr. Heffernan has served on the board of directors of Par Health, a private pharmaceutical company, since November 2025 and was named the Chairman of the Board in November 2025. Mr. Heffernan has also served on the board of directors of Biohaven LTD, a publicly traded biopharmaceutical company, since January 2020. Mr. Heffernan previously served on the board of directors of Synlogic, Inc., a publicly traded clinical-stage biotechnology company, from December 2020 to February 2025, and Akebia Therapeutics, Inc., a publicly traded biopharmaceutical company, from December 2018 until May 2022. Mr. Heffernan is a current member of the boards of several privately held companies. Mr. Heffernan earned his B.S. in Pharmacy from the University of Connecticut. Our Board of Directors believes that Mr. Heffernan’s experience as an entrepreneur and biopharmaceutical leader with over 30 years of experience building and leading development-stage and commercial companies, including as a member of the boards of publicly traded and privately held companies in the life sciences industry, provide him with the qualifications and skills to serve on our Board of Directors. | 61 |

  4. Nominee for Election as a Class I Director

    The Board of Directors recommends voting “FOR” the election of Mr. Heffernan as a Class I director for a three-year term ending at the Annual Meeting of Stockholders to be held in 2029. Any properly submitted proxy will be voted in favor of the nominee unless a contrary specification is made in the proxy. The nominee has consented to serve as director if elected. However, if the nominee is unable to serve or for good cause will not serve as a director, the persons named in the proxy intend to vote in their discretion for a substitute who will be designated by our Board of Directors.

  5. Directors Continuing in Office

    Directors Continuing in Office Biographical information, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.

  6. Class II Directors (Term Expires at 2027 Annual Meeting)

    Class II Directors (Term Expires at 2027 Annual Meeting)

  7. Class II Directors (Term Expires at 2027 Annual Meeting)

    | | Age | | Dominick Colangelo. Mr. Colangelo has served on our Board of Directors since June 2020. Mr. Colangelo has served as President and Chief Executive Officer and a director of Vericel Corporation, a publicly traded commercial-stage biopharmaceutical company, since March 2013. Mr. Colangelo has more than 20 years of executive management and corporate development experience in the biopharmaceutical industry, including nearly a decade with Eli Lilly and Company, a publicly traded pharmaceutical company. During his career, he has held a variety of executive positions of increasing responsibility in product development, pharmaceutical operations, sales and marketing and corporate development. He has extensive experience in the acquisition, development and commercialization of products across a variety of therapeutic areas. Mr. Colangelo received a B.S.B.A. in Accounting from the State University of New York at Buffalo and a J.D. from the Duke University School of Law. Our Board of Directors believes that Mr. Colangelo’s experience as an executive and his governance experience provide him with the qualifications and skills to serve on our Board of Directors. | 62 |

  8. Class II Directors (Term Expires at 2027 Annual Meeting)

    | Edward Mathers. Mr. Mathers has served on our Board of Directors since July 2017. Mr. Mathers has been a partner at New Enterprise Associates, Inc., a private venture capital firm, since August 2008. Mr. Mathers has served as a director of multiple publicly traded biopharmaceutical companies including Synlogic, Inc., since October 2012, Senti Biosciences, Inc., since July 2016, Onkure Therapeutics (formerly Reneo Pharmaceuticals, Inc.), since December 2017, and MBX Biosciences, since July 2020. He previously served as a director of ObsEva SA,a publicly traded biopharmaceutical company, from November 2015 until June 2023, Akouos, Inc., a publicly traded biopharmaceutical company, from October 2017 until December 2022, Mirum Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from November 2018 until September 2022, Inozyme Pharma, a publicly traded biopharmaceutical company, from January 2017 to July 2025, and Rhythm Pharmaceuticals, a publicly traded biopharmaceutical company, from March 2013 to April 2026. He currently serves, and has previously served, on the board of directors of a number of private life sciences companies. Mr. Mathers earned his B.S. in chemistry from North Carolina State University. Our Board of Directors believes that Mr. Mathers’ experience investing in and advising life sciences companies, as well as his experience as a director of public and private companies in the life sciences industry, provide him with the qualifications and skills to serve on our Board of Directors. | 66 |

  9. Class II Directors (Term Expires at 2027 Annual Meeting)

    | David Meeker, M.D. Dr. Meeker has served as a member of our Board of Directors and our chairman since July 2017. Dr. Meeker has served as President and Chief Executive Officer of Rhythm Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, since July 2020, as a director since November 2015 and as chairman of the board since April 2017. Prior to joining Rhythm Pharmaceuticals, Dr. Meeker was Chief Executive Officer and director of KSQ Therapeutics, Inc., a biotechnology company, from September 2017 to July 2020 and worked at Sanofi Genzyme, a biopharmaceutical company, from October 2011 to June 2017, in a variety of roles, including President and Chief Executive Officer of Genzyme, a Sanofi Company, from October 2011 until January 2016, as a member of Sanofi’s Executive Committee from 2012 to June 2017 and as Executive Vice President and head of Sanofi Genzyme, Sanofi’s specialty care unit with responsibility for rare diseases, multiple sclerosis, oncology and immunology franchises, from January 2016 to June 2017. Prior to the acquisition of Genzyme by Sanofi in 2011, Dr. Meeker worked at Genzyme Corporation beginning in 1994 as medical director, and held positions of increasing responsibility, ultimately serving as Chief Operating Officer. Prior to joining Genzyme, Dr. Meeker was director of the Pulmonary Critical Care Fellowship at the Cleveland Clinic and an Assistant Professor of Medicine at Ohio State University. Dr. Meeker has served as Chairman of Pharvaris B.V., a publicly traded biopharmaceutical company, since January 2021. Dr. Meeker holds a medical degree from the University of Vermont Medical School and completed the Advanced Management Program at Harvard Business School in 2000. He completed his internal medicine training at Harvard University’s Beth Israel Hospital and pulmonary/critical care training at Boston University. Our Board of Directors believes that Dr. Meeker is qualified to serve as the Chairman of our Board of Directors because of his extensive executive experience in the life sciences industry, his medical background and his deep familiarity with our business as an original investor and advisor to our company. | 71 |

  10. Class III Directors (Term Expires at 2028 Annual Meeting)

    Class III Directors (Term Expires at 2028 Annual Meeting)

  11. Class III Directors (Term Expires at 2028 Annual Meeting)

    | | Age | | Jennifer Good. Ms. Good is our co-founder and has served as a member of our Board of Directors and as our President and Chief Executive Officer since our inception in March 2011. Previously, Ms. Good served at Penwest Pharmaceuticals Co., or Penwest, from 1997 to 2010, where she held various positions including President and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. Ms. Good has served on the board of Rhythm Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, since June 2019. Ms. Good has also served as a board member of the Friedreich’s Ataxia Research Alliance (FARA), a patient advocacy group advancing treatments for the cure of Friedreich’s Ataxia, since 2011. Ms. Good received a Bachelor of Business Administration degree with a concentration in accounting from Pacific Lutheran University in 1987 and is a Certified Public Accountant licensed by the State of Washington, although her license is currently inactive. Our Board of Directors believes that Ms. Good’s in-depth knowledge of our business from serving as our founder, President and Chief Executive Officer and her perspective and experience as an executive and a director at publicly traded and | 61 |

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

    | privately held companies in the life sciences industry, provide her with the qualifications and skills to serve on our Board of Directors. |

  13. Class III Directors (Term Expires at 2028 Annual Meeting)

    | Anne VanLent. Ms. VanLent has served on our Board of Directors since October 2018. Since May 2008, Ms. VanLent has been President of AMV Advisors, providing corporate strategy and financial consulting services to emerging growth life sciences companies. Ms. VanLent was the Executive Vice President and Chief Financial Officer of Barrier Therapeutics, Inc., a publicly traded pharmaceutical company, from 2002 through 2008. Ms. VanLent served as a member of the board of directors and audit committee chair of ObsEva SA, a publicly traded biopharmaceutical company, from May 2021 until June 2023. Ms. VanLent also served as a member of the board of directors and audit committee chair of Applied Genetics Technologies Corporation, a publicly traded biotechnology company, from August 2016 until it was acquired by Syncona Limited in December 2022. Ms. VanLent received a B.A. in physics from Mount Holyoke College. Our Board of Directors believes that Ms. VanLent’s financial and accounting expertise and her experience as an executive and a member on the boards of publicly traded life sciences companies provides her with the qualifications and skills to serve on our Board of Directors. | 78 |

  14. Class III Directors (Term Expires at 2028 Annual Meeting)

    There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.

  15. Executive Officers Who Are Not Directors

    Executive Officers Who Are Not Directors Biographical information for our executive officers who are not directors is listed below.

  16. Executive Officers Who Are Not Directors

    | | Age | | James Cassella, Ph.D. Dr. Cassella has served as our Chief Development Officer since September 2024 and served as a member of our Board of Directors from February 2020 to September 2024. Prior to joining us as our Chief Development Officer, Dr. Cassella served as Chief Development Officer of Sun Pharmaceutical Industries Inc., a publicly traded biotechnology company, from March 2023 to September 2024, and as Chief Development Officer of Concert Pharmaceuticals, Inc., a publicly traded biotechnology company, from February 2015 until it was acquired by Sun Pharmaceutical Industries Inc. in March 2023. Prior to joining Concert, Dr. Cassella served as Executive Vice President, Research and Development and Chief Scientific Officer of Alexza Pharmaceuticals, Inc., a pharmaceutical company, from July 2012 to January 2015 and as its Senior Vice President, Research and Development from June 2004 to July 2012. From April 1989 to April 2004, Dr. Cassella held various management positions, including Senior Vice President of Clinical Research and Development at Neurogen Corporation, a publicly traded biotechnology company. Dr. Cassella received a Ph.D. in Physiological Psychology from Dartmouth College, completed a postdoctoral fellowship in the Department of Psychiatry at the Yale University School of Medicine and received a B.A. in Psychology from the University of New Haven. | 71 |

  17. Executive Officers Who Are Not Directors

    | David Hastings. Mr. Hastings has served as our Chief Financial Officer since January 2026. Prior to joining us as our Chief Financial Officer, Mr. Hastings served as Chief Financial Officer at Arbutus Biopharma Corporation, a publicly traded biotechnology company, from June 2018 to March 2025. Prior to joining Arbutus, Mr. Hastings served as Chief Financial Officer at Unilife Corporation, which was a publicly traded medical device company, before it ceased operations in 2017, from February 2015 to June 2017. Prior to Unilife, Mr. Hastings served as Chief Financial Officer and Executive Vice President at Incyte Corporation, a publicly traded biotechnology company, from October 2003 to October 2014. Prior to Incyte, Mr. Hastings served as Chief Financial Officer and Treasurer of ArQule Inc., a publicly traded biopharmaceutical company later acquired by Merck & Co. Inc., from February 2000 to October 2003. From 1994 to February 2000, Mr. Hastings held various management positions, including Vice President, Corporate Controller at Genzyme Inc., a publicly traded biotechnology company, and Director of Finance at Sepracor Inc., a specialty pharmaceutical company. Mr. Hastings started his career at Coopers & Lybrand (now PwC), where he worked for nine years, completing his time as a Senior Manager. Mr. Hastings has served as a member of the board of directors and the audit committee chair of Scynexis, Inc., a publicly traded biotechnology company, since September 2015. Previously, Mr. Hastings has served as a member of the board of directors and the audit committee chair of Entasis Therapeutics, a publicly traded biotechnology company, from April 2018 to July 2022 and a member of the board of directors and the audit committee chair of VBL Therapeutics, a publicly traded biotechnology company, from January 2018 to October 2023. Mr. Hastings received a B.A. in economics from the University of Vermont. | 64 |

  18. Executive Officers Who Are Not Directors

    | Thomas Sciascia, M.D. Dr. Sciascia is our co-founder and has served as our Chief Scientific Officer since November 2022. Prior to that, he served as our Chief Medical Officer from our inception, in March 2011, until November 2022. Previously, Dr. Sciascia was the Senior Vice President of Clinical Development and Regulatory and Chief Medical Officer at Penwest from 2001 to 2010. Dr. Sciascia received a B.S. in biology from the Massachusetts Institute of Technology and a medical degree from Columbia University. He is a board-certified neurologist licensed to practice medicine in the Commonwealth of Massachusetts. | 72 |

  19. Executive Officers Who Are Not Directors

    | Farrell Simon, Pharm. D. Dr. Simon has served as our Chief Commercial Officer since February 2023. Prior to that, he served as our Senior Vice President, Head of Commercial and Strategy, from February 2022 until February 2023 and Vice President, Head of US Marketing, from September 2020 until February 2022. Previously, Dr. Simon was the Senior Director, Chief of Staff to the Biopharma Group President at Pfizer Inc. and a member of the biopharmaceutical executive leadership team from January 2018 to September 2020. Prior to joining Pfizer, Dr. Simon gained general management, marketing, and medical affairs experience at Procter & Gamble. Dr. Simon is the founder and Chief Executive Officer of The Simon Cancer Foundation and is on the board of directors for the Greater New Haven Chamber of Commerce. He previously held positions on the advisory boards for the business school and the College of Pharmacy at the University of Florida. Dr. Simon holds both an M.B.A. and a Pharm.D. from the University of Florida. | 44 |

  20. PROPOSAL NO. 4—APPROVAL OF THE TREVI THERAPEUTICS, INC. AMENDED AND RESTATED 2019 STOCK INCENTIVE PLAN

    PROPOSAL NO. 4—APPROVAL OF THE TREVI THERAPEUTICS, INC. AMENDED AND RESTATED 2019 STOCK INCENTIVE PLAN On April 10, 2026, or the Board Approval Date, our Board of Directors unanimously approved, subject to stockholder approval, an amendment and restatement of the Trevi Therapeutics, Inc. 2019 Stock Incentive Plan, as amended, or the 2019 Plan. The amendments reflected in the Trevi Therapeutics, Inc. Amended and Restated 2019 Stock Incentive Plan, or the A&R 2019 Plan, (i) increase the number of shares available for issuance thereunder by 8,000,000 shares, (ii) limit non-employee director compensation, (iii) prohibit liberal share recycling by providing that shares delivered to the Company in satisfaction of an exercise price or tax withholding do not become available under the plan for future grants and (iv) clarify that any dividends or dividend equivalents paid with respect to awards under the plan are subject to the same vesting and forfeiture provisions as the award with respect to which the dividend or dividend equivalent is paid. We are asking our stockholders to approve the A&R 2019 Plan because we think our equity compensation program is critical to the recruitment, retention and motivation of our employees, directors and consultants, all of whom drive the advancement of the Company’s business objectives and stockholder value.

  21. Why We are Requesting Stockholder Approval

    Why We are Requesting Stockholder Approval Our Board of Directors believes that our success depends, in large part, on our ability to maintain a competitive position by attracting, retaining and motivating the best talent in what is a competitive labor market. Central to these objectives is our equity-based compensation program, which is consistent with our compensation philosophy and the compensatory practices of other companies in our peer group and other companies that we compete with for talent. We and our Board of Directors understand that our equity-compensation needs must be balanced against the dilutive effect of such programs on our stockholders and the interests of our stockholders in the structure of such programs. To that end, and based on careful weighing of these considerations, as more fully described below, on the Board Approval Date, upon the recommendation of the compensation committee of our Board of Directors, and subject to stockholder approval, our Board of Directors approved the A&R 2019 Plan. If the A&R 2019 Plan is approved by our stockholders, we intend to register the additional shares reserved for issuance under the A&R 2019 Plan by filing a Registration Statement on Form S-8 as soon as practicable following such approval. The 2019 Plan is our existing equity incentive plan, which became effective on May 7, 2019 in connection with our initial public offering. The 2019 Plan was amended by our Board of Directors on April 24, 2025 to increase the shares available for grant under the plan and also to remove the “evergreen” provision in the plan, which amendments were approved by our stockholders on June 11, 2025. When the 2019 Plan was amended in 2025, we expected that the increased share pool would allow us to grant equity awards for one to two years. Consistent with that expectation, the remaining shares currently available for grant under the 2019 Plan are insufficient to meet our equity compensation needs. The A&R 2019 Plan increases the share pool under the 2019 Plan by 8,000,000 shares of common stock and makes certain stockholder-focused changes to the plan, as described below. If approved, the new 8,000,000 shares reserved under the A&R 2019 Plan would represent approximately 6.23% of our 128,411,048 outstanding shares as of March 31, 2026. Our Board of Directors believes the proposed dilution to stockholders as a result of the proposed increased pool is judicious and sustainable and, importantly, critical to meeting our business goals. We intend to utilize the A&R 2019 Plan as we have utilized the 2019 Plan: specifically, to grant equity awards to our employees, non-employee directors, consultants, and advisors in order to recruit, incentivize, retain and reward those who are critical to our success. Our compensation committee determined the requested increased number of shares under the A&R 2019 Plan based on projected new-hire equity awards, projected annual equity awards to our employees and non-employee directors, projected employee recognition and promotion awards, and an assessment of the magnitude of the share reserve under the A&R 2019 Plan that our stockholders would likely find acceptable. If stockholders approve the A&R 2019 Plan, subject to adjustment in the event of stock splits and other similar events, awards may be made under the A&R 2019 Plan for up to a number of shares of common stock equal to the sum of: (i) 29,000,000 shares of common stock; and (ii) such additional number of shares of common stock (up to 11,000,000 shares) as is equal to the number of shares of common stock subject to awards granted under our 2012 Stock Incentive Plan, as amended, or the 2012 Plan, that were outstanding as of the date that the 2019 Plan originally became effective and which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right (subject, however, in the case of incentive stock options, to any limitations under the Internal Revenue Code of 1986, as amended, and any regulations thereunder, or the Code). The 2019 Plan included several features that are consistent with protecting the interests of our stockholders and sound corporate governance practices and the A&R 2019 Plan further enhances those stockholder-focused provisions by adding to the plan provisions that prohibit liberal share recycling, limit the amount of non-employee director compensation and require that any dividend or dividend equivalents paid in respect of awards granted under the A&R 2019 Plan is subject to the same vesting and forfeiture provisions as the award with respect to which the dividend or dividend equivalent is paid. The following table includes information, as of March 31, 2026, regarding all of our outstanding equity awards under all of our equity-based compensation plans and arrangements under which shares of common stock may be issued. This includes shares subject to outstanding awards under the 2012 Plan, the 2019 Plan and the number of shares available under the 2019 Plan for future awards, but does not include shares issuable or otherwise available for issuance under our 2019 Employee Stock Purchase Plan.

  22. Why We are Requesting Stockholder Approval

    | Number of outstanding stock options | 12,041,686 | | Weighted average exercise price of outstanding stock options | $5.41 | | Weighted average remaining contractual term of outstanding stock options (years) | 7.6 | | Shares available under the 2019 Plan for the grant of new awards | 4,065,967 | | New shares requested for approval pursuant to the A&R 2019 Plan | 8,000,000 | | Estimated total number of shares available for the grant of new awards under all equity-based compensation plans, assuming stockholder approval of the A&R 2019 Plan | 12,065,967 | | Number of shares of common stock outstanding (1) | 128,411,048 |

  23. Why We are Requesting Stockholder Approval

    (1) The number of shares outstanding on March 31, 2026 does not include the 13,340,000 additional shares of common stock issued in our underwritten public offering on April 20, 2026. As of March 31, 2026, there were no outstanding (i) shares of restricted stock, (ii) restricted stock units, or RSUs, (iii) stock appreciation rights, or SARs, or (iv) other stock-based awards. We expect that the proposed share pool under the A&R 2019 Plan will allow us to continue to grant equity awards at our historic rates for approximately two years, but the actual duration of the share pool may vary based on changes in participation, our stock price and market practice. We believe that our stock-based compensation programs have been integral to our success in the past and will be important to our ability to succeed in the future. The A&R 2019 Plan will expire on May 6, 2029. If the A&R 2019 Plan is not approved by our stockholders, we will not be able to make equity incentive awards to meet our hiring and retention needs in a highly competitive market, which could have an adverse impact on our business. Further, if the A&R 2019 Plan is not approved, we could be forced to increase cash compensation, which will reduce the resources we are able to allocate to meet our business needs and objectives. Therefore, the approval of the A&R 2019 Plan is vital to our future success. The Board of Directors recommends voting “FOR” the approval of the Trevi Therapeutics, Inc. Amended and Restated 2019 Stock Incentive Plan. Following below is a discussion of: • Highlights of the A&R 2019 Plan; • Reasons Why Stockholders Should Approve the A&R 2019 Plan; • Information Regarding Overhang and Burn Rate; and • Description of the A&R 2019 Plan.

  24. Highlights of the A&R 2019 Plan

    Highlights of the A&R 2019 Plan The A&R 2019 Plan would add several additional features to the 2019 Plan that are consistent with protecting the interests of our stockholders and sound corporate governance practices, in addition to the 2019 Plan’s existing stockholder-focused provisions. These features are highlighted below and are more fully described in the summary of the A&R 2019 Plan further below in this proposal. These descriptions assume and give effect to stockholder approval of the A&R 2019 Plan and are qualified in their entirety by the specific language of the A&R 2019 Plan in Appendix A to this proxy statement. No Evergreen. The A&R 2019 Plan does not include an “evergreen” or other provision that automatically increases the number of shares available for grant under the plan and therefore any increase to the maximum share reserve in the A&R 2019 Plan is subject to approval by our stockholders, allowing stockholders to have a say in our equity compensation programs. Clawback Policy. In accepting an Award under the A&R 2019 Plan, a participant agrees to be bound by any clawback policy that we have in effect or may adopt in the future. We have adopted a Dodd-Frank Compensation Recovery Policy, or Clawback Policy, in accordance with Rule 10D-1 of the Exchange Act, and Nasdaq listing standards that is applicable to our current and former executive officers, or the Covered Persons. The Clawback Policy is administered and interpreted by our compensation committee. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under U.S. federal securities laws, including any required restatement to correct an error in previously issued financial statements 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, it is our policy to attempt to recover reasonably promptly the amount of erroneously awarded incentive-based compensation received by Covered Persons. The recovery of such compensation applies regardless of whether an executive engaged in misconduct or otherwise caused or contributed to the requirement for the accounting restatement. No Automatic Vesting of Awards on a Change in Control Event. The A&R 2019 Plan does not provide for the automatic vesting of awards in connection with a change in control event. No Repricing of Awards. The A&R 2019 Plan prohibits the direct or indirect repricing of stock options or SARs without stockholder approval. No Liberal Share Recycling. The A&R 2019 Plan prohibits the re-granting of (i) shares withheld or delivered to satisfy the exercise price of an award or to satisfy tax withholding obligations and (ii) shares that were subject to a stock appreciation right, or SAR, and were not issued upon the net settlement or net exercise of such award. Limit on Non-Employee Director Compensation. The maximum aggregate amount of cash earned or paid and value of awards (calculated based on grant date fair value for financial reporting purposes) granted to any non-employee director in any calendar year may not exceed $750,000 in the case of an incumbent director. However, such maximum aggregate amount shall not exceed $1,000,000 in any calendar year for an individual non-employee director in such non-employee director’s initial year of election or appointment. Exceptions to these limitations may only be made by our Board of Directors in extraordinary circumstances, provided that the non-employee director receiving any additional compensation may not participate in the decision to award such compensation. Dividends and Dividend Equivalents on Awards Not Paid Until Award Vests. Any dividends or dividend equivalents paid with respect to awards under the A&R 2019 Plan are subject to the same vesting and forfeiture provisions as the award with respect to which the dividend or dividend equivalent is paid. No Discounted Stock Options or SARs. All stock options and SARs granted under the A&R 2019 Plan must have an exercise or measurement price that is at least equal to the fair market value of the underlying common stock on the date of grant. Material Amendments Require Stockholder Approval. Stockholder approval is required prior to an amendment of the A&R 2019 Plan that is required to be approved by our stockholders under the rules of the Nasdaq Global Market or any other exchange or marketplace on which our stock is listed or traded. Administered by an Independent Committee. The A&R 2019 Plan is administered by the compensation committee, as delegated by our Board of Directors. The compensation committee is made up entirely of independent directors.

  25. Reasons Why Stockholders Should Approve the A&R 2019 Plan

    Reasons Why Stockholders Should Approve the A&R 2019 Plan Incentivizes, Retains and Motivates Talent. It is critical to our success that we incentivize, retain and motivate the best talent in what is a competitive labor market. Our equity-based compensation program has always been and will continue to be a key component in our ability to pay market-competitive compensation to our employees. Aligns with Our Pay-for-Performance Compensation Philosophy. We believe that equity-based compensation is inherently performance-based. As the value of our stock appreciates, our employees receive greater compensation at the same time that our stockholders are receiving a greater return on their investment. Conversely, if the stock price does not appreciate following the grant of an equity award, then our employees would not receive any compensation in respect of stock options. Aligns Employee and Director Interests with Stockholder Interests. Providing our employees and non-employee directors with compensation in the form of equity directly aligns the interests of those employees and non-employee directors with the interests of our stockholders. If the A&R 2019 Plan is approved by our stockholders, we will be able to continue granting equity-based incentives that foster this alignment between our employees and non-employee directors and our stockholders. Consistent with Stockholder Interests and Sound Corporate Governance. As described under the heading “Highlights of the A&R 2019 Plan” and more thoroughly below, the A&R 2019 Plan was purposefully designed to include features that are consistent with the interests of our stockholders and sound corporate governance practices.

  26. Equity Compensation Plan Information

    Equity Compensation Plan Information For more information on our equity compensation plans, please see the section titled “Executive Compensation—Equity Incentives” contained elsewhere in this proxy statement.

  27. Types of Awards; Shares Available for Awards; Share Counting Rules

    Types of Awards; Shares Available for Awards; Share Counting Rules The A&R 2019 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, SARs, restricted stock, RSUs and other stock-based awards as described below, which we refer to, collectively, as awards or Awards. Subject to adjustment in the event of stock splits, stock dividends and other similar events, awards may be made under the A&R 2019 Plan (any or all of which awards may be in the form of incentive stock options) for up to a number of shares of common stock equal to the sum of: (i) 29,000,000 shares of our common stock; and (ii) such additional number of shares of common stock (up to 11,000,000 shares) as is equal to the number of shares of common stock subject to awards granted under our 2012 Plan, that were outstanding as of the date that the 2019 Plan originally became effective and which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right (subject, however, in the case of incentive stock options to any limitations under the Code). Shares of common stock issued under the A&R 2019 Plan may consist in whole or in part of authorized but unissued shares or treasury shares. The A&R 2019 Plan provides that the maximum aggregate amount of cash and value of awards (calculated based on grant date fair value for financial reporting purposes) granted to any individual non-employee director in any calendar year may not exceed $750,000 in the case of an incumbent director. However, such maximum aggregate amount shall not exceed $1,000,000 in any calendar year for any individual non-employee director in such non-employee director’s initial year of election or appointment. Moreover, fees paid by the Company on behalf of any non-employee director in connection with regulatory compliance, any amounts paid to a non-employee director as reimbursement of an expense and any financial statement expense associated with the modification of an outstanding award will not count against this limit. Exceptions to this limitation may only be made by our Board of Directors in extraordinary circumstances provided that the non-employee director receiving additional compensation does not participate in the decision to award such compensation. This limitation does not apply to cash or awards granted to a non-employee director in his or her capacity as an advisor or consultant to the Company. For purposes of counting the number of shares available for the grant of awards under the A&R 2019 Plan, all shares of common stock covered by SARs shall be counted against the number of shares available for the grant of awards under the A&R 2019 Plan. However, SARs that may be settled only in cash will not be so counted. In addition, if we grant a SAR in tandem with a stock option for the same number of shares of our common stock and provide that only one such award may be exercised, referred to as a tandem SAR, only the shares covered by the stock option, and not the shares covered by the tandem SAR, will be so counted, and the expiration of one in connection with the other’s exercise will not restore shares to the A&R 2019 Plan. Shares covered by awards under the A&R 2019 Plan that expire or are terminated, surrendered, or cancelled without having been fully exercised or are forfeited in whole or in part (including as the result of shares subject to such award being repurchased by us at the original issuance price pursuant to a contractual repurchase right) or that result in any shares not being issued (including as a result of an award being settled in cash rather than stock) will again be available for the grant of awards under the A&R 2019 Plan (subject, in the case of incentive stock options, to any limitations under the Code). In the case of the exercise of a SAR, the number of shares counted against the shares available for the grant of awards under the A&R 2019 Plan will be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle the SAR upon exercise, and the shares covered by a tandem SAR will not again become available for grant upon the expiration or termination of the tandem SAR. Shares of common stock that are delivered (by actual delivery, attestation, or net exercise) to us by a participant to purchase shares of common stock upon exercise of an award or to satisfy tax withholding obligations (including shares retained from the award creating the tax obligation) will not be added back to the number of shares available for the future grant of awards under the A&R 2019 Plan. In connection with a merger or consolidation of an entity with us or our acquisition of property or stock of an entity, our Board of Directors may grant awards under the A&R 2019 Plan in substitution for any stock options or other stock or stock-based awards granted by such entity or an affiliate thereof on such terms as our Board of Directors determines appropriate in the circumstances, notwithstanding any limitation on awards contained in the A&R 2019 Plan. No such substitute awards shall count against the overall share limit contained in the A&R 2019 Plan, except as required by reason of Section 422 and related provisions of the Code.

  28. Descriptions of Awards

    Descriptions of Awards Stock Options. A participant who is awarded a stock option receives the right to purchase a specified number of shares of common stock at a specified exercise price and subject to the other terms and conditions that are specified in connection with the award agreement. A stock option that is not intended to be an “incentive stock option” is a “nonstatutory stock option.” Stock options may not be granted at an exercise price that is less than 100% of the fair market value of our common stock on the date of grant. If our Board of Directors approves the grant of a stock option with an exercise price to be determined on a future date, the exercise price may not be less than 100% of the fair market value of our common stock on that future date. Under present law, incentive stock options may not be granted at an exercise price less than 110% of the fair market value in the case of stock options granted to participants who hold more than 10% of the total combined voting power of all classes of our stock or any of our subsidiaries. Under the terms of the A&R 2019 Plan, stock options may not be granted for a term in excess of ten years (and, under present law, five years in the case of incentive stock options granted to participants who hold greater than 10% of the total combined voting power of all classes of our stock or any of our subsidiaries). The A&R 2019 Plan permits participants to pay the exercise price of stock options using one or more of the following manners of payment: (i) payment by cash or by check, (ii) except as may otherwise be provided in the applicable award agreement or approved by our Board of Directors, in connection with a “cashless exercise” through a broker, (iii) to the extent provided in the applicable award agreement or approved by our Board of Directors, and subject to certain conditions, by delivery to us (either by actual delivery or attestation) of shares of common stock owned by the participant valued at their fair market value, (iv) to the extent provided in an applicable nonstatutory stock option award agreement or approved by our Board of Directors, by delivery of a notice of “net exercise” as a result of which we will retain a number of shares of common stock otherwise issuable pursuant to the stock option equal to the aggregate exercise price for the portion of the stock option being exercised divided by the fair market value of our common stock on the date of exercise, (v) to the extent permitted by applicable law and provided for in the applicable award agreement or approved by our Board of Directors, by any other lawful means, or (vi) by any combination of these forms of payment. Stock Appreciation Rights. A participant who is awarded a SAR receives, upon exercise, a number of shares of our common stock, or cash (or a combination of shares of our common stock and cash) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of our common stock over the measurement price. The A&R 2019 Plan provides that the measurement price of a SAR may not be less than 100% of the fair market value of our common stock on the date the SAR is granted (provided, however, that if our Board of Directors approves the grant of a SAR effective as of a future date, the measurement price shall not be less than 100% of the fair market value on such future date) and that SARs may not be granted with a term in excess of 10 years. Limitation on Repricing of Stock Options or SARs. Unless such action is approved by our stockholders or otherwise permitted under the terms of the A&R 2019 Plan in connection with certain changes in capitalization and reorganization events, we may not (i) amend any outstanding stock option or SAR granted under the A&R 2019 Plan to provide an exercise price or measurement price per share that is lower than the then-current exercise price or measurement price per share of such outstanding stock option or SAR, (ii) cancel any outstanding stock option or SAR (whether or not granted under the A&R 2019 Plan) and grant in substitution therefor new awards under the A&R 2019 Plan (other than certain substitute awards issued in connection with a merger or consolidation of an entity with us or an acquisition by us, described above) covering the same or a different number of shares of our common stock and having an exercise price or measurement price per share lower than the then-current exercise price or measurement price per share of the cancelled stock option or SAR, (iii) cancel in exchange for a cash payment any outstanding stock option or SAR with an exercise price or measurement price per share above the then-current fair market value of our common stock, or (iv) take any other action under the A&R 2019 Plan that constitutes a “repricing” within the meaning of the rules of the Nasdaq Global Market or any other exchange or marketplace on which our stock is listed or traded. Restricted Stock Awards. A participant who is granted a restricted stock award is entitled to acquire shares of our common stock, subject to our right to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost), in the event that the conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period established for such award. Dividends (whether paid in cash, stock or property) declared and paid by us with respect to shares of restricted stock will be paid to the participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Restricted Stock Unit Awards. A participant who is granted an RSU award is entitled to receive shares of our common stock, or cash equal to the fair market value of such shares or a combination thereof, in the event that the conditions specified in the applicable award are satisfied, with such shares to be delivered at the time such award vests or on a deferred basis pursuant to the terms and conditions established by our Board of Directors. Our Board of Directors may provide that settlement of RSUs will be deferred, on a mandatory basis or at the election of the participant, in a manner that complies with Section 409A of the Code. A participant has no voting rights with respect to any RSU. An RSU award agreement may provide the applicable participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of our common stock. Any such dividend equivalents may be settled in cash and/or shares of our common stock and will be subject to the same restrictions on transfer and forfeitability as the RSUs with respect to which such dividend equivalents are awarded. Other Stock-Based Awards. Under the A&R 2019 Plan, our Board of Directors may grant other awards of shares of our common stock, and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares of our common stock or other property, having such terms and conditions as our Board of Directors may determine. We refer to these types of awards as other stock-based awards. Other stock-based awards may be available as a form of payment in settlement of other awards granted under the A&R 2019 Plan or as payment in lieu of compensation to which a participant is otherwise entitled. Other stock-based awards may be paid in shares of our common stock or in cash, as our Board of Directors may determine.

  29. Eligibility to Receive Awards

    Eligibility to Receive Awards All of our employees, officers, and directors, as well as our consultants and advisors, are eligible to receive awards under the A&R 2019 Plan. However, incentive stock options may only be granted to our employees, employees of our present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and employees of any other entities the employees of which are eligible to receive incentive stock options under the Code. As of March 31, 2026, approximately 44 persons were eligible to receive awards under the A&R 2019 Plan, including five executive officers (who are current employees), 33 employees (excluding executive officers), five non-employee directors, one consultant and zero advisors (excluding consultants). On March 31, 2026, the last reported sale price of our common stock on the Nasdaq Global Market was $11.93.

  30. Awards Granted under the 2019 Plan

    | Name and Position | Number of Shares of Common Stock Underlying Stock Options | | Jennifer Good President and Chief Executive Officer | 4,186,084 | | James Cassella, Ph.D. Chief Development Officer | 1,056,184 | | Farrell Simon, Pharm. D. Chief Commercial Officer | 840,837 | | All current executive officers as a group | 7,488,999 | | All current directors who are not executive officers as a group | 984,469 | | Our nominee for election as a director, Michael Heffernan | 222,367 | | Each associate of any of such directors, executive officers or nominees | — | | Each other person who received or is to receive 5 percent or more of such stock options, warrants or rights | — | | All employees, including all current officers who are not executive officers, as a group | 11,018,512 |

  31. New Plan Benefits Table

    | Name and Position | Number of Shares of Common Stock Underlying Stock Options | | Jennifer Good President and Chief Executive Officer | - | | James Cassella, Ph.D. Chief Development Officer | - | | Farrell Simon, Pharm. D. Chief Commercial Officer | - | | All current executive officers as a group | - | | All current directors who are not executive officers as a group (1) | 175,000 | | All employees, including all current officers who are not executive officers, as a group | - |

  32. Administration

    Administration The A&R 2019 Plan will be administered by our Board of Directors. Our Board of Directors has the authority to grant awards and to adopt, amend and repeal the administrative rules, guidelines and practices relating to the A&R 2019 Plan that it deems advisable and to construe and interpret the provisions of the A&R 2019 Plan and any award agreements entered into under the A&R 2019 Plan. Our Board of Directors may correct any defect, supply any omission or reconcile any inconsistency in the A&R 2019 Plan or any award in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. All decisions by our Board of Directors will be made in our Board of Directors’ sole discretion and will be final and binding on all persons having or claiming any interest in the A&R 2019 Plan or in any award. Pursuant to the terms of the A&R 2019 Plan, our Board of Directors may delegate any or all of its powers under the A&R 2019 Plan to one or more committees or subcommittees of our Board of Directors. The Board of Directors has authorized the compensation committee to administer the A&R 2019 Plan. Subject to any requirements of applicable law, the Board of Directors may delegate to one or more officers of the Company the power to grant awards (subject to any limitations under the A&R 2019 Plan) to employees or officers of the Company and to exercise such other powers under the A&R 2019 Plan as the Board of Directors may determine, provided that the Board of Directors shall fix the terms of awards to be granted by such officers, the maximum number of shares subject to awards that the officers may grant, and the time period in which such awards may be granted; and provided further that no officer shall be authorized to grant awards to any “executive officer” (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended, or the Exchange Act), or to any “officer” (as defined by Rule 16a-1(f) under the Exchange Act). Subject to applicable limitations contained in the A&R 2019 Plan, the Board of Directors, the compensation committee, or any other committee or subcommittee or Company officer to whom the Board of Directors has delegated authority pursuant to the A&R 2019 Plan, as the case may be, selects the recipients of awards and determines (i) the number of shares of common stock, cash or other consideration covered by awards and the terms and conditions of such awards, including the dates upon which such awards become exercisable or otherwise vest, (ii) the exercise or measurement price of awards, if any, and (iii) the duration of awards. Except as otherwise provided in the A&R 2019 Plan, each award under the A&R 2019 Plan may be made alone or in addition or in relation to any other award. The terms of each award need not be identical, and our Board of Directors need not treat participants uniformly. Our Board of Directors will determine the effect on an award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a participant, and the extent to which, and the period during which, the participant (or the participant’s legal representative, conservator, guardian or designated beneficiary) may exercise rights under an award. The Board of Directors may at any time provide that any award shall become immediately exercisable in whole or in part, free from some or all restrictions or conditions or otherwise realizable in whole or in part, as the case may be. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of our common stock, other than an ordinary cash dividend, we are required to make equitable adjustments (or make substituted awards, as applicable), in the manner determined by our Board of Directors, to (i) the number and class of securities available under the A&R 2019 Plan, (ii) the share counting rules set forth in the A&R 2019 Plan, (iii) the number and class of securities and exercise price per share of each outstanding stock option, (iv) the share and per share provisions and the measurement price of each outstanding SAR, (v) the number of shares subject to and the repurchase price per share subject to each outstanding award of restricted stock and (vi) the share and per share related provisions and purchase price, if any, of each outstanding RSU award and each outstanding other stock-based award. In the event we effect a split of our common stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding stock option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then a participant who exercises a stock option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of common stock acquired upon such stock option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. We will indemnify and hold harmless each director, officer, employee or agent to whom any duty or power relating to the administration or interpretation of the A&R 2019 Plan has been or will be delegated against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with our Board of Directors’ approval) arising out of any act or omission to act concerning the A&R 2019 Plan unless arising out of such person’s own fraud or bad faith. Amendment of Awards. Except as otherwise provided under the A&R 2019 Plan with respect to repricing outstanding stock options or SARs and with respect to actions requiring stockholder approval, our Board of Directors may amend, modify or terminate any outstanding award, including but not limited to, substituting therefor another award of the same or a different type, changing the date of exercise or realization, and converting an incentive stock option to a nonstatutory stock option, provided that the participant’s consent to any such action will be required unless our Board of Directors determines that the action, taking into account any related action, does not materially and adversely affect the participant’s rights under the A&R 2019 Plan or the change is otherwise permitted under the terms of the A&R 2019 Plan in connection with certain corporate events.

  33. Reorganization Events

    Reorganization Events The A&R 2019 Plan contains provisions addressing the consequences of any reorganization event. A reorganization event is defined under the A&R 2019 Plan as (i) any merger or consolidation of us with or into another entity as a result of which all of our common stock is converted into or exchanged for the right to receive cash, securities or other property, or is cancelled, (ii) any transfer or disposition of all of our common stock for cash, securities or other property pursuant to a share exchange or other transaction or (iii) our liquidation or dissolution. Provisions Applicable to Awards Other than Restricted Stock. Under the A&R 2019 Plan, if a reorganization event occurs, our Board of Directors may take any one or more of the following actions as to all or any (or any portion of) outstanding awards other than restricted stock on such terms as our Board of Directors determines (except to the extent specifically provided otherwise in an applicable award agreement or another agreement between a participant and us): (i) provide that awards shall be assumed, or substantially equivalent awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a participant, provide that all of the participant’s unvested awards will be forfeited immediately before the reorganization event and/or that all unexercised awards will terminate immediately prior to the consummation of such reorganization event unless exercised by the participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an award shall lapse, in whole or in part prior to or upon such reorganization event, (iv) in the event of a reorganization event under the terms of which holders of shares of common stock will receive upon consummation thereof a cash payment for each share surrendered in the reorganization event, or the Acquisition Price, make or provide for a cash payment to participants with respect to an award held by a participant equal to (I) the number of shares of our common stock subject to the vested portion of the award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such reorganization event) multiplied by (II) the excess, if any, of (A) the Acquisition Price over (B) the exercise, measurement or purchase price of such award and any applicable tax withholdings, in exchange for the termination of such award, (v) provide that, in connection with our liquidation or dissolution, awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. Our Board of Directors is not obligated to treat all awards, all awards held by a participant, or all awards of the same type, identically. Certain RSU awards that are subject to Section 409A of the Code will be settled in accordance with the terms of the applicable award agreement or as otherwise specified in the A&R 2019 Plan. Provisions Applicable to Restricted Stock. Upon the occurrence of a reorganization event other than our liquidation or dissolution, our repurchase and other rights with respect to outstanding restricted stock will inure to the benefit of our successor and will, unless our Board of Directors determines otherwise, apply to the cash, securities or other property which our common stock was converted into or exchanged for pursuant to such reorganization event in the same manner and to the same extent as they applied to such restricted stock. However, our Board of Directors may provide for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any restricted stock or any other agreement between a participant and us, either initially or by amendment. Upon the occurrence of a reorganization event involving our liquidation or dissolution, except to the extent specifically provided to the contrary in the instrument evidencing any award of restricted stock or any other agreement between the participant and us, all restrictions and conditions on all restricted stock then outstanding shall automatically be deemed terminated or satisfied.

  34. Withholding

    Withholding The participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before we will deliver stock certificates or otherwise recognize ownership of common stock under an award. We may elect to satisfy the withholding obligations through additional withholding on salary or wages. If we elect not to or cannot withhold from other compensation, the participant must pay us the full amount, if any, required for withholding or have a broker tender to us cash equal to the withholding obligations. Payment of withholding obligations is due before we will issue any shares on exercise, vesting or release from forfeiture of an award or at the same time as payment of the exercise or purchase price, unless we determine otherwise. If provided for in an award or approved by the compensation committee, a participant may satisfy the tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of common stock, including shares retained from the award creating the tax obligation, valued at their fair market value. However, except as otherwise provided by the compensation committee, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed our minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), except that, to the extent that we are able to retain shares of common stock having a fair market value that exceeds the statutory minimum applicable withholding tax without financial accounting implications or we are withholding in a jurisdiction that does not have a statutory minimum withholding tax, we may retain such number of shares (up to the number of shares having a fair market value equal to the maximum individual statutory rate of tax) as we shall determine in our sole discretion to satisfy the tax liability associated with any award. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

  35. Director Compensation

    Director Compensation We do not pay any compensation to our President and Chief Executive Officer in connection with her service on our Board of Directors. Ms. Good is one of our named executive officers and, accordingly, the compensation that we pay to Ms. Good is discussed under “—Executive Compensation—2025 Summary Compensation Table” and “Executive Compensation—Narrative to Summary Compensation Table.” Under our director compensation program, we pay our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee on which the director is a member. The chairman of the board and the chairman of each committee receive higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director was not serving on our Board of Directors or on such committee. The fees paid to non-employee directors in 2025 as a retainer for service on the Board of Directors and for service on each committee of the Board of Directors on which the director was a member were as follows:

  36. Director Compensation

    | | Member Annual Fee | Chairman Annual Fee | | Board of Directors | $40,000 | $70,000 | | Audit Committee | $10,000 | $20,000 | | Compensation Committee | $7,500 | $15,000 | | Nominating and Corporate Governance Committee | $5,000 | $10,000 |

  37. Director Compensation

    We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending board of director and committee meetings. In addition, under our director compensation program, each non-employee director elected or appointed to our Board of Directors receives upon his or her initial election or appointment to our Board of Directors an option to purchase shares of our common stock under our 2019 Plan. Each of these options vests as to 50% of the shares of our common stock underlying such option at the earlier of the first anniversary of the date of grant or the date of the first Annual Meeting of Stockholders held following the date of grant, with the remainder vesting on the earlier of the second anniversary of the date of grant or the date of the second Annual Meeting of Stockholders held following the date of grant, subject to the non-employee director’s continued service as a director, employee or consultant. Further, on the date of each Annual Meeting of Stockholders, each non-employee director that has served on our Board of Directors for at least six months receives an option to purchase shares of our common stock under the 2019 Plan. Each of these options fully vests on the earlier of the first anniversary of the date of grant or the date of the next Annual Meeting of Stockholders, subject to the non-employee director’s continued service as a director, employee or consultant. All options granted to our non-employee directors under our director compensation program are issued at exercise prices equal to the fair market value of our common stock on the date of grant and become exercisable in full in the event of a change in control. In 2025, each non-employee director elected or appointed to our Board of Directors was eligible to receive upon his or her initial election or appointment to our Board of Directors an option to purchase 90,000 shares of our common stock under the 2019 Plan. Further, on the date of the 2025 Annual Meeting of Stockholders, each non-employee director was eligible to, and did receive, an option to purchase 45,000 shares of our common stock under the 2019 Plan. The table below shows all compensation paid to our non-employee directors for the year ended December 31, 2025.

  38. Director Compensation

    | Name | Fees earned or paid in cash ($) | Option awards ($) (1) (2) | Total ($) | | David Meeker, M.D. | 75,000 | 218,430 | 293,430 | | Anne VanLent | 65,000 | 218,430 | 283,430 | | Michael Heffernan | 65,000 | 218,430 | 283,430 | | Dominick Colangelo | 57,500 | 218,430 | 275,930 | | Edward Mathers | 47,500 | 218,430 | 265,930 |

  39. Director Compensation

    (1) The amounts reported in the “Option awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. See note 2 and note 8 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions underlying the valuation of equity awards. (2) As of December 31, 2025, the aggregate number of shares of our common stock subject to outstanding option awards held by each individual who served as a non-employee director during 2025 was as follows: Dr. Meeker 209,209 shares, Ms. VanLent 201,315 shares, Mr. Heffernan 222,367 shares, Mr. Colangelo 168,684 shares, and Mr. Mathers 182,894 shares. On February 19, 2026, our Board of Directors approved certain modifications to our director compensation program. As part of these modifications, effective as of April 1, 2026, the retainer paid to non-employee directors for serving on the compensation committee was increased to $10,000 and the retainer paid to the chair of the compensation committee was increased to $20,000 and the number of shares underlying option awards to be granted to our non-employee directors was decreased, effective February 19, 2026. Under the modified director compensation program, each non-employee director elected or appointed to our Board of Directors will receive upon his or her initial election or appointment to our Board of Directors an option to purchase 70,000 shares of our common stock, and on the date of each Annual Meeting of Stockholders, each non-employee director that has served on our Board of Directors for at least six months will receive an option to purchase 35,000 shares of our common stock. The vesting terms for both of these option grants remain unchanged.

  40. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information regarding compensation awarded to and earned by our named executive officers for the years ended December 31, 2025 and December 31, 2024:

  41. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Option awards ($) (2) | All other compensation ($) (3) | Total ($) | | Jennifer Good | 2025 | 622,382 | 343,750 | 2,968,260 | 10,500 | 3,944,892 | | President and Chief Executive Officer | 2024 | 607,930 | 368,974 | 1,601,781 | 10,350 | 2,589,035 | | James Cassella, Ph.D. (4) | 2025 | 488,270 | 196,000 | 942,450 | 10,500 | 1,637,220 | | Chief Development Officer | 2024 | 120,000 | 53,666 | 1,161,707 | 105,746 | 1,441,119 | | Farrell Simon, Pharm. D. (5) | 2025 | 370,067 | 150,000 | 825,330 | 10,500 | 1,355,897 | | Chief Commercial Officer | 2024 | — | — | — | — | — |

  42. 2025 Summary Compensation Table

    (1) The amounts reported in the “Bonus” column reflect discretionary annual cash bonuses paid to our executive officers for their performance. (2) The amounts reported in the “Option awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See note 2 and note 8 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions underlying the valuation of our equity awards. (3) These amounts reflect the cost to us of 401(k) matching contributions and, for Dr. Cassella, also include compensation that he earned with respect to his service as a director during 2024 under our director compensation program prior to his resignation from our Board of Directors as of September 30, 2024 in connection with his appointment as our Chief Development Officer. (4) Dr. Cassella served on our Board of Directors until he was appointed as our Chief Development Officer on September 30, 2024 and resigned from our Board of Directors in connection with this appointment (5) Dr. Simon was not a named executive officer for 2024. The Summary Compensation Table includes compensation information for Dr. Simon for 2025 only.

  43. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, 2025. No unvested restricted stock awards were outstanding as of December 31, 2025.

  44. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Jennifer Good | 173,684 | — | 3.33 | 12/19/2027 | | | 310,000 | — | 10.12 | 6/2/2029 | | | 200,000 | — | 5.50 | 2/12/2030 | | | 320,000 | — | 3.21 | 2/16/2031 | | | 263,541 | 11,459(2) | 0.51 | 2/13/2032 | | | 265,625 | 109,375(3) | 2.67 | 2/15/2033 | | | 288,750 | 341,250(4) | 2.38 | 2/14/2034 | | | 156,400 | — | 2.38 | 2/14/2034 | | | — | 811,000(5) | 4.22 | 2/18/2035 | | James Cassella, Ph.D (6) | 23,684 | — | 5.50 | 2/12/2030 | | | 20,000 | — | 2.25 | 6/15/2031 | | | 20,000 | — | 2.27 | 6/22/2032 | | | 30,000 | — | 2.27 | 6/27/2033 | | | 30,000 | — | 2.77 | 6/12/2034 | | | 125,000 | 275,000(7) | 3.34 | 9/29/2034 | | | — | 257,500(5) | 4.22 | 2/18/2035 | | Farrell Simon, Pharm. D. | 11,187 | — | 3.91 | 9/21/2030 | | | 15,625 | 3,125(1) | 0.51 | 2/10/2032 | | | 70,833 | 29,167(3) | 2.67 | 2/15/2033 | | | 80,208 | 94,792(4) | 2.38 | 2/14/2034 | | | 110,400 | — | 2.38 | 2/14/2034 | | | — | 225,500(5) | 4.22 | 2/18/2035 |

  45. Outstanding Equity Awards at December 31, 2025

    (1) Granted on February 11, 2022 and vested as to 25% of the shares underlying the option on February 11, 2023. The remaining 75% of the shares underlying the option are scheduled to vest in equal monthly installments thereafter through February 11, 2026. (2) Granted on February 14, 2022 and vested as to 25% of the shares underlying the option on February 14, 2023. The remaining 75% of the shares underlying the option are scheduled to vest in equal monthly installments thereafter through February 14, 2026. (3) Granted on February 16, 2023 and vested as to 25% of the shares underlying the option on February 16, 2024. The remaining 75% of the shares underlying the option are scheduled to vest in equal monthly installments thereafter through February 16, 2027. (4) Granted on February 15, 2024 and vested as to 25% of the shares underlying the option on February 15, 2025. The remaining 75% of the shares underlying the option are scheduled to vest in equal monthly installments thereafter through February 15, 2028. (5) Granted on February 19, 2026 and vests in equal monthly installments through February 19, 2030. (6) Dr. Cassella served as a member of our Board of Directors from February 2020 to September 30, 2024. On September 30,2024, he was appointed as our Chief Development Officer. All options held by Dr. Cassella as of December 31, 2024 were granted pursuant to our director compensation program except for the option granted to Dr. Cassella on September 30, 2024 in connection with his appointment as our Chief Development Officer. (7) Granted on September 30, 2024 and scheduled to vest as to 25% of the shares underlying the option on September 30, 2025. The remaining 75% of the shares underlying the option are scheduled to vest in equal monthly installments thereafter through September 30, 2028.

  46. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control In September 2019, the compensation committee of our Board of Directors adopted our Separation Benefits Plan. The Separation Benefits Plan applies to our Chief Executive Officer and our other officers, who we refer to collectively as our covered executives. Ms. Good, Dr. Cassella, and Dr. Simon are covered executives under the Separation Benefits Plan. The Separation Benefits Plan provides for separation benefits in the event of (i) a termination of a covered executive’s employment by us other than for cause or by reason of such covered executive’s death or disability, or (ii) a resignation by such covered executive for good reason. Except as specifically provided in the Separation Benefits Plan, the separation benefits set forth in the Separation Benefits Plan supersede any separation benefits set forth in any award agreements and/or employment offer letters between us and any covered executive. Under the terms of the Separation Benefits Plan, subject to the execution and effectiveness of a separation and release of claims agreement, if a covered executive’s employment is terminated by us other than for cause or by reason of such covered executive’s death or disability, or the covered executive resigns for good reason, in each case other than upon or within 12 months following a change in control (as defined in the Separation Benefits Plan), which we refer to as the CIC period, we will be obligated to: • continue to pay the covered executive’s most recent base salary for a period, which we refer to as the severance period, of (i) 12 months, in the case of Ms. Good as Chief Executive Officer, or (ii) six months, in the case of the other covered executives; and • provided that the covered executive is eligible for and elects to continue receiving medical insurance pursuant to COBRA, pay on such covered executive’s behalf the share of the monthly premiums for such coverage that we pay for active and similarly situated employees receiving the same type of coverage during the severance period; provided, however, that in the event the covered executive becomes eligible during the severance period for the same or substantially similar group health insurance coverage through another employer, our obligation to make monthly premium payments shall end. Under the terms of the Separation Benefits Plan, subject to the execution and effectiveness of a severance and release of claims agreement, if, during the CIC period, a covered executive’s employment is terminated by us other than for cause (as defined in the Separation Benefits Plan) or by reason of such covered executive’s death or disability, or the covered executive resigns for good reason, we will be obligated to: pay a lump sum equal to the covered executive’s most recent monthly base salary, or, if greater, such covered executive’s highest base salary immediately prior to the change in control or during the CIC period, for a period, which we refer to as the CIC severance period) of (i) 18 months, in the case of Ms. Good as Chief Executive Officer, or (ii) 12 months, in the case of the other covered executives, provided that the severance to be paid to a covered executive shall be reduced by the amount of any other post-termination payments we make to the covered executive, which are made to enforce the covered executive’s non-competition obligation or are otherwise required by law; provided that the covered executive is eligible for and elects to continue receiving medical insurance pursuant to COBRA, pay on such covered executive’s behalf the share of the monthly premiums for such coverage that we pay for active and similarly situated employees receiving the same type of coverage during the CIC severance period; provided, however, that in the event the covered executive becomes eligible during the CIC severance period for the same or substantially similar group health insurance coverage through another employer, our obligation to make monthly premium payments shall end; • pay to the covered executive a lump sum equal to such covered executive’s target bonus award for the year in which the termination of employment occurs, without regard to whether the performance goals applicable to such target bonus had been established or satisfied at the date of termination, multiplied by (i) 1.5 in the case of Ms. Good as the Chief Executive Officer, or (ii) 1.0 in the case of the other covered executives; and • accelerate the vesting of all equity awards held by such covered executive at the date of termination (other than equity awards that vest on the basis of performance and do not provide solely for time-based vesting), such that such equity awards shall become 100% vested. The Separation Benefits Plan is administered by our Board of Directors or our compensation committee. Our Board of Directors or our compensation committee may amend, modify, or terminate the Separation Benefits Plan at any time in its sole discretion; provided that (a) any such amendment, modification or termination made prior to a change in control that adversely affects the rights of any covered executive must be unanimously approved by our Board of Directors, including Ms. Good as Chief Executive Officer, (b) no such amendment, modification or termination may affect the rights of a covered executive then receiving payments or benefits under the Separation Benefits Plan without the consent of such covered executive, and (c) no such amendment, modification or termination made after a change in control will be effective for one year from the date of the change in control.

  47. Pay Versus Performance

    Pay Versus Performance The Company is a smaller reporting company, and its most recent fiscal year ended December 31, 2025. As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the “compensation actually paid”, or CAP, to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.

  48. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides the information required for our NEOs for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023 along with the financial information required for each fiscal year. As a pre-commercial biotechnology company, we do not use Net Income (Loss) performance in determining our executive compensation, and as a smaller reporting company, we are not required to choose a “Company Selected Measure.” Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so by reference to this section.

  49. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs (2) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (3) ($) | Net Income (Loss) ($M) | | 2025 | 3,944,892 | 15,377,546 | 1,496,559 | 5,419,549 | 648.70 | (42.76) | | 2024 | 2,589,035 | 4,954,025 | 1,314,261 | 2,021,363 | 213.47 | (47.91) | | 2023 | 1,687,298 | 1,107,264 | 793,882 | 567,277 | 69.43 | (29.07) |

  50. Pay Versus Performance Table

    (1) Ms. Jennifer Good served as our PEO for the fiscal years ended December 31, 2023, December 31, 2024 and December 31, 2025. Our non-PEO NEOs for the fiscal year ended December 31, 2023 were Dr. David Clark, our former Chief Medical Officer, and Dr. Thomas Sciascia, our Chief Scientific Officer. Our non-PEO NEOs for the fiscal year ended December 31, 2024 were Dr. James Cassella, our Chief Development Officer, and Ms. Lisa Delfini, our former Chief Financial Officer. Our non-PEO NEOs for the fiscal year ended December 31, 2025 were Dr. James Cassella, our Chief Development Officer, and Dr. Farrell Simon, our Chief Commercial Officer. (2) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate compensation actually paid, or CAP, include:

  51. Pay Versus Performance Table

    | | 2025 | | 2024 | | 2023 | | | | PEO ($) | Average non-PEO NEOs ($) | PEO ($) | Average non-PEO NEOs ($) | PEO ($) | Average non-PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 3,944,892 | 1,496,559 | 2,589,035 | 1,314,261 | 1,687,298 | 793,882 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (2,968,260) | (883,890) | (1,601,781) | (872,216) | (851,399) | (212,850) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 8,944,352 | 2,663,454 | 2,825,276 | 1,272,035 | 341,324 | 85,331 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 3,588,846 | 1,549,727 | 744,655 | 192,013 | (120,418) | (87,704) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 1,867,716 | 593,699 | 396,839 | 115,270 | 50,458 | (11,382) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | — | — | | Compensation Actually Paid | 15,377,546 | 5,419,549 | 4,954,025 | 2,021,363 | 1,107,264 | 567,277 |

  52. Pay Versus Performance Table

    (3) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in our common stock made after the market closed on December 31, 2022.

  53. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) for each of the last three completed fiscal years and the following measures: Trevi’s cumulative total shareholder return, or TSR; and • Trevi’s Net Income (Loss). Compensation Actually Paid versus Total Shareholder Return Compensation Actually Paid versus Net Income (Loss)