DEF 14A of Evommune, Inc.
Filed Apr 21, 2026 · FY20250001193125-26-166747
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Under our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at this Annual Meeting, each Class II director has a term that expires at the Company’s 2027 annual meeting of stockholders and each Class III director has a term that expires at the Company’s 2028 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. There are currently eight members of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the two incumbent directors listed below, all of whom have previously been elected by our stockholders, for election to the Board at the Annual Meeting. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. The Board unanimously recommends a vote “FOR” the election of each of the Class I director nominees.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Our Board of Directors
Our Board of Directors The biographies of each of our nominees for election to the Board as Class I directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
Class I Director Nominees for Election at the Annual Meeting
Class I Director Nominees for Election at the Annual Meeting Luis Peña, age 63, has served as our President and Chief Executive Officer and as a member of our board of directors since inception in April 2020. Prior to joining us, Mr. Peña co-founded Dermira and served as its Chief Development Officer, where he headed the R&D group from inception through to Dermira’s 2020 sale to Eli Lilly & Company (“Lilly”) for $1.1 billion. Before Dermira, Mr. Peña served as Vice President, Head of Global Prescription Development, at Stiefel, a GSK company, and was Senior Vice President, Portfolio Planning and Management, at Stiefel Laboratories Inc. prior to its acquisition by GSK plc. He also held leadership roles in portfolio management and product development at Connetics and Theravance, as well as various leadership positions in manufacturing and research and development at Genentech. Mr. Peña holds a B.S. in biochemistry from San Francisco State University. We believe Mr. Peña is qualified to serve on our board of directors because of his extensive experience in executive leadership and drug development roles in the biopharmaceutical industry. Eugene A. Bauer, M.D., age 83, has served as our Chief Medical Officer and as a member of our board of directors since inception in April 2020. Prior to joining us, Dr. Bauer was Founder, Chief Medical Officer and a member of the board of directors of Dermira from 2010 to 2020. Prior to Dermira, Dr. Bauer was President and Chief Medical Officer of Peplin, a position he held from 2008 through 2009 when Peplin was acquired by LEO Pharma. Peplin focused on an innovative product (Picato) that was approved by the FDA for use in the treatment of actinic keratosis. Prior to Peplin, he was CEO of Neosil, a development stage dermatology pharmaceutical company acquired by Peplin in 2008. Dr. Bauer is Professor Emeritus in the School of Medicine at Stanford University and past Vice President for the Medical Affairs (1997-2001) and Dean of the School of Medicine (1995-2001) of Stanford University. Dr. Bauer received his M.D. from Northwestern University. We believe Dr. Bauer is qualified to serve on our board of directors because of his extensive experience managing biopharmaceutical and life science companies and his vast medical background.
Class II Directors Continuing in Office Until the 2027 Annual Meeting
Class II Directors Continuing in Office Until the 2027 Annual Meeting Rob Hopfner, R.Ph., Ph.D., age 53, has served as a member of our board of directors since July 2020. Dr. Hopfner has been a Managing Partner at Pivotal bioVenture Partners since October 2017, where he focuses on drug discovery and development investments. Dr. Hopfner has a long track record of working successfully with entrepreneurs to progress novel, important medicines through development and onto the market. Prior to joining Pivotal in 2017, Dr. Hopfner was previously a Managing Director at Bay City Capital and prior to that worked in business development and investment roles at DuPont Pharmaceuticals and at Ag-West Biotech. Dr. Hopfner holds a Ph.D. in pharmacology from the University of Saskatchewan and an M.B.A. from the University of Chicago Booth School of Business. Dr. Hopfner completed his postdoctoral work at Harvard Medical School and started his career as a pharmacist. We believe Dr. Hopfner is qualified to serve on our board of directors because of his education and experience in drug development and venture capital experience. Derek DiRocco, Ph.D., age 45, has served as a member of our board of directors since October 2024. Dr. DiRocco has been a partner at RA Capital Management since December 2020. Dr. DiRocco works on both public and private investments and serves as a board director for 89Bio, Mineralys, Werewolf Therapeutics, Acrivon Therapeutics, Rivus Pharmaceuticals, Forward Therapeutics and Sera Medicines. Dr. DiRocco joined RA Capital Management in July 2013 and initially covered solid tumor oncology landscapes, later broadening coverage to multiple therapeutic areas. Dr. DiRocco holds a B.A. in Biology from Holy Cross College and a Ph.D. in Pharmacology from the University of Washington. He conducted his postdoctoral research at Brigham and Women’s Hospital/Harvard Medical School, where he researched signaling pathways responsible for chronic and acute kidney disease, as well as cellular mechanisms underlying fibrotic disease. We believe Dr. DiRocco is qualified to serve on our board of directors because of his education and experience in the life sciences industry, venture capital experience, as well as his service on the boards of directors of numerous companies. Felice Verduyn-van Weegen, age 39, has served as a member of our board of directors since September 2021. Ms. Weegen currently serves as a Partner at EQT. Ms. Weegen worked for LSP from 2015 until March 2022, when LSP joined forces with EQT and became EQT Life Sciences. Prior to joining LSP, Ms. Weegen worked as a Consultant at McKinsey & Company in Amsterdam. Prior to working at McKinsey, Ms. Weegen was a Neuroscientist and Statistical Geneticist, working with the prestigious Complex-Traits Genetics Group at the Broad Institute and Harvard Medical School in Cambridge, Massachusetts. Ms. Weegen holds an M.S. (cum laude) in neuroscience from Vrije Universiteit Amsterdam and an M.B.A. (with distinction) from Columbia Business School in New York. We believe Ms. Weegen is qualified to serve on our board of directors because of her education and experience in the life sciences industry and venture capital experience.
Class III Directors Continuing in Office Until the 2028 Annual Meeting
Class III Directors Continuing in Office Until the 2028 Annual Meeting Benjamin F. McGraw, III, Pharma. D., age 77, has served as Chairman of our board of directors since October 2020. Dr. McGraw is the Executive Chairman of Perfuse Therapeutics, a clinical-stage biopharmaceutical company committed to reducing the incidence of blindness. He is also a director at TheraVida, a private pharmaceutical company focused on therapies for dermatologic diseases. Dr. McGraw has served as Executive Chairman of Auration Biotech, a private biotechnology company focused on a regenerative protein and other therapies for ear, nose and throat diseases since 2014. Dr. McGraw is the Lead Independent Director for the board of directors of Aerie Pharmaceuticals, a public pharmaceutical company focused on new treatments for glaucoma and other diseases of the front and back of the eye. He is also Executive Chairman of Trefoil Therapeutics, a private biopharmaceutical company focused on developing an engineered protein as a regenerative treatment for corneal endothelial dystrophies and epithelial disorders. Previously, Dr. McGraw served as the Managing Member of Long Shadows Asset Management, LLC, an investment advisory company; Chairman, President and CEO of Valentis, a public gene therapy company; Vice President of Corporate Development at Allergan, a public pharmaceutical company; and Vice President of Development at Marion Laboratories and Marion Merrell Dow, both public pharmaceutical companies. Dr. McGraw received his B.S. and his Pharm.D. from the University of Tennessee Health Science Center, where he also completed a clinical practice residency. We believe Dr. McGraw is qualified to serve on our board of directors because of his distinguished scientific background, experience in leadership roles in the biopharmaceutical industry as well as his service on the boards of directors of numerous companies. David E. Cohen, M.D., M.P.H., age 61, has served as a member of our board of directors since May 2020. Dr. Cohen has held various positions at the New York University School of Medicine since 1994, including Charles C. and Dorothea E. Harris Professor of Dermatology, Vice Chairman of Clinical Affairs, Chief of Allergy and Contact Dermatitis and Director of Occupational and Environmental Dermatology. He has served as a Lecturer of Environmental Sciences at the Columbia University School of Public Health. He has been an Attending Physician at the Ronald O. Perelman Department of Dermatology at the Tisch Hospital at New York University Medical Center and Bellevue Hospital Center. Dr. Cohen has served as a clinical consultant to numerous companies and on the boards and committees of many professional organizations, including President of the American Dermatological Association, American Contact Dermatitis Society, Dermatology Section of the New York Academy of Medicine. He is also a founding board member of the American Acne and Rosacea Society and served on several committees of the American Academy of Dermatology and the American College of Allergy, Asthma and Immunology. He is also a member of the editorial board of the Journal of Drugs in Dermatology and the editorial advisory boards of Dermatitis and Skin and Allergy News. He also served on the boards of directors of Timber, Connetics, Vyteris, Kadmon and Dermira. Dr. Cohen earned a B.S. in biomedical science from the City University of New York, an M.D. from Stony Brook School of Medicine at SUNY and an M.P.H. in environmental science from Columbia University School of Public Health. We believe Dr. Cohen is qualified to serve on our board of directors because of his education and experience in the life sciences and dermatology fields, as well as his service on the boards of directors of numerous companies. Arthur Kirsch, age 74, has served as a member of our board of directors since November 2025. Mr. Kirsch currently serves as a board member of Liquidia Corporation. Mr. Kirsch has served as a director on the board and as a member of the audit and compensation committees for Atea Pharmaceuticals, Inc. (Nasdaq: AVIR) since February 2025. Mr. Kirsch previously served as a director of Anavasi Diagnostics, a private company, from August 2022 through June 2023, as a director of POZEN Inc. (Nasdaq: POZN) from May 2004 until May 2015, as a director of Aralez Pharmaceuticals, Inc. (Nasdaq: ARLZ) from February 2016 until May 2019, as a director of Kadmon Corporation (NYSE: KDMN) from May 2019 to November 2021 and as a director of Immunomedics, Inc. (Nasdaq: IMMU) from August 2015 until October 2016. Mr. Kirsch has served as a consultant at Alvarez & Marsal since 2019. From June 2005 until June 2019, Mr. Kirsch served as a managing director and senior advisor for GCA Global, LLC, a global investment banking firm. From May 1994 to May 2004, he served as executive vice president, head of research at Vector Securities, LLC, a brokerage firm. From February 1990 to May 1993, Mr. Kirsch served as president of Natwest Securities Limited, a brokerage firm. From June 1979 to February 1990, Mr. Kirsch worked at Drexel Burnham Lambert, Inc., an investment banking firm, where he held the position of executive vice president, head of equity division. Mr. Kirsch graduated from the University of Rhode Island with a Bachelor of Science and also holds a Master of Business Administration from Baruch College. We believe Mr. Kirsch is qualified to serve on our board of directors because of his business and financial expertise and his experience serving on the boards of directors of several public pharmaceutical and life sciences companies.
Summary Compensation Table
Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers for fiscal years 2025 and 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock awards ($)(2) | Option awards ($)(2) | All other compensation ($)(3) | Total ($) | | Luis Peña | 2025 | 588,462 | 740,675 | — | 9,693,533 | — | 11,022,670 | | Chief Executive Officer | 2024 | 546,083 | 382,200 | 565,119 | 5,950,489 | 714 | 7,444,605 | | Gregory S. Moss | 2025 | 515,042 | 508,433 | — | 3,570,591 | 6,900 | 4,600,966 | | Chief Business & Legal Officer | 2024 | 480,500 | 269,080 | 222,632 | 382,548 | 714 | 1,355,474 | | Kyle Carver | 2025 | 501,875 | 496,658 | — | 3,399,210 | 6,900 | 4,404,643 | | Chief Financial Officer | 2024 | 470,000 | 263,200 | 217,149 | 286,008 | 714 | 1,237,071 |
Summary Compensation Table
(1) Amounts reported for 2025 represent discretionary bonuses paid to our named executive officers with respect to 2025. (2) Amounts reported represent the aggregate grant date fair value of stock and option and stock appreciation right awards granted to our named executive officers in each respective fiscal year as determined in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. Amounts reported for 2025 include 401(k) contributions paid by the Company for the benefit of Messrs. Moss and Carver, respectively.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2025:
Outstanding Equity Awards as of December 31, 2025
| | | Option Awards (1) | | | | | Stock Awards (1) | | | Name | Grant Date | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price per share($)(2) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(2) | | Luis Peña | 5/11/2022(3) | 5/11/2022 | 353,701 | 41,129 | 3.07 | 5/10/2032 | | | | | 1/13/2023(3) | 1/13/2023 | 74,879 | 27,813 | 3.58 | 1/12/2033 | | | | | 5/12/2023(3) | 5/12/2023 | 124,073 | 68,041 | 3.84 | 5/11/2033 | | | | | 1/6/2024(3) | 1/6/2024 | 11,402 | 12,395 | 1.71 | 1/5/2034 | | | | | 12/9/2024(3) | 12/9/2024 | 72,693 | 218,081 | 2.99 | 12/8/2034 | | | | | 11/5/2025(3) | 11/5/2025 | — | 796,841 | 16.00 | 11/4/2035 | | | | | 12/9/2024(4) | 12/9/2024 | — | — | — | — | 141,753 | 2,426,811 | | | 12/9/2024(5) | 12/9/2024 | — | 444,992 | 2.99 | 12/8/2034 | | | | Gregory S. Moss, Esq. | 7/15/2022(3) | 6/27/2022 | 117,104 | 16,730 | 3.07 | 7/14/2032 | | | | | 1/13/2023(3) | 1/13/2023 | 25,756 | 9,567 | 3.58 | 1/12/2033 | | | | | 5/12/2023(3) | 5/12/2023 | 42,184 | 23,134 | 3.84 | 5/11/2033 | | | | | 1/6/2024(3) | 1/6/2024 | 3,876 | 4,214 | 1.71 | 1/5/2034 | | | | | 3/22/2024(3) | 3/22/2024 | 27,154 | 34,914 | 1.71 | 3/21/2034 | | | | | 12/9/2024(3) | 12/9/2024 | 28,638 | 85,914 | 2.99 | 12/8/2034 | | | | | 11/5/2025(3) | 11/5/2025 | — | 293,496 | 16.00 | 11/4/2035 | | | | | 12/9/2024(4) | 12/9/2024 | — | — | — | — | 55,845 | 956,066 | | Kyle Carver, | 5/11/2022(3) | 3/2/2022 | 111,045 | 7,404 | 3.07 | 5/10/2032 | | | | M.B.A., C.P.A. | 1/13/2023(3) | 1/13/2023 | 22,463 | 8,344 | 3.58 | 1/12/2033 | | | | | 5/12/2023(3) | 5/12/2023 | 37,221 | 20,413 | 3.84 | 5/11/2033 | | | | | 1/6/2024(3) | 1/6/2024 | 3,569 | 3,570 | 1.71 | 1/5/2034 | | | | | 12/9/2024(3) | 12/9/2024 | 27,932 | 83,799 | 2.99 | 12/8/2034 | | | | | 11/5/2025(3) | 11/5/2025 | — | 279,408 | 16.00 | 11/4/2035 | | | | | 12/9/2024(4) | 12/9/2024 | — | — | — | — | 54,469 | 932,509 |
Outstanding Equity Awards as of December 31, 2025
(1) All of the equity awards were granted under our 2020 Plan or 2025 Plan, except for the stock appreciation rights (“SARs”) awarded to Mr. Peña on December 9, 2024, which were granted outside of our 2020 Plan. All of the option awards were granted with a per share exercise price equal to the fair value of one share of our common stock on the date of grant, as determined in good faith by our Board. (2) Amounts are calculated by multiplying the number of shares shown in the table by $17.12, the closing market price of our common stock on the NYSE as of December 31, 2025. (3) This stock option vests over a period of four years, with 25% of the shares underlying the option vesting on the one-year anniversary of the vesting commencement date, and 1/48 of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. (4) The restricted stock units (“RSUs”) vest based on the satisfaction of all of the following: (i) a liquidity event requirement; (ii) a Series C Preferred Stock requirement that was met in June 2025; and (iii) a service-based requirement, which is satisfied in equal annual installments on the first four anniversaries of the grant date. (5) The SARs vest upon the satisfaction all of the following: (i) a liquidity event requirement, which will be satisfied upon the first to occur of: (a) a Change in Control (as defined in the applicable SAR award agreement) or (b) at such time as the 30-day volume-weighted average price of our common stock is greater than $40.75 and (ii) a continued service requirement, which will be satisfied as to 25% of the shares subject to the SAR award on each of the first four anniversaries of the vesting commencement date, subject to Mr. Peña’s continued service with us through each such date. In addition to both the liquidity event and continued service requirements, 251,517 shares underlying such SAR award are subject to a Series C Preferred Stock requirement, which was met in June 2025. All unvested SARs are forfeited upon termination or resignation for any reason. See “—Employment Arrangements with Named Executive Officers” for a description of vesting acceleration applicable to stock awards held by our named executive officers.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, each of our named executive officers is entitled to receive amounts earned during his term of service, including unpaid salary and any vested benefits. In the event of certain termination scenarios, each named executive officer will be entitled to receive the additional benefits summarized below pursuant to his employment agreement, subject to the timely execution and non-revocation of a separation agreement and general release of claims.
Non-Employee Director Compensation
Non-Employee Director Compensation
Director Compensation Table
Director Compensation Table The following table sets forth information regarding the compensation of our non-employee directors earned for service on our Board during the year ended December 31, 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Benjamin F. McGraw, III, Pharm.D. | 50,833 | 439,994 | 490,827 | | David E. Cohen, M.D., M.P.H. | 44,583 | 439,994 | 484,577 | | Derek DiRocco, Ph.D. | | | — | | Rob Hopfner, R.Ph., Ph.D. | | | — | | Felice Verduyn-van Weegen | | | — | | Arthur Kirsch | 11,250 | 439,994 | 451,244 | | François Beaubien, Ph.D., C.F.A. (2) | | | — | | Yuexin Yu (2) | | | — |
Director Compensation Table
(1) The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our non-employee directors, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 9 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts do not reflect dollar amounts actually received by the non-employee director or the economic value that may be received by the non-employee director upon stock option exercise or any sale of the underlying shares of common stock. The following table provides information regarding the number of shares of common stock underlying options held by our non-employee directors that were outstanding as of December 31, 2025:
Director Compensation Table
| | Shares underlying Outstanding Options as of December 31, 2025 | | Benjamin F. McGraw, III, Pharm.D. | 137,467 | | David E. Cohen, M.D., M.P.H. | 122,793 | | Derek DiRocco, Ph.D. | — | | Rob Hopfner, R.Ph., Ph.D. | — | | Felice Verduyn-van Weegen | — | | Arthur Kirsch | 37,960 | | François Beaubien, Ph.D., C.F.A. | — | | Yuexin Yu | — |
Director Compensation Table
(2) Dr. Beaubien and Mr. Yu served as members of our Board until their respective resignations in connection with our IPO. No compensation was paid or earned by any other directors. 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 of directors and of each committee receive higher retainers for such service. These fees will be payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:
Director Compensation Table
| | Member Annual Fee ($) | Chairman Annual Fee ($) | | Board of Directors | 40,000 | 35,000 | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 7,500 | 15,000 | | Nominating and Corporate Governance Committee | 5,000 | 10,000 |
Director Compensation Table
We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which he or she serves. In addition, under our director compensation program, each non-employee director will receive, upon his or her initial election or appointment to our board of directors, an option to purchase the largest whole number of shares of our common stock that results in such option having an aggregate Black-Scholes value not exceeding $440,000. One-third of each of these options will vest on the one-year anniversary of the date of grant, with the remainder vesting in twenty-four equal monthly installments thereafter until the third anniversary of the grant date, subject to the non-employee director’s continued service as a director. Further, on the date of the first board meeting held after each annual meeting of stockholders, each non-employee director will receive an option to purchase the largest whole number of shares of our common stock that results in such option having an aggregate Black-Scholes value not exceeding $220,000. Each of these options will vest the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the non-employee director’s continued service as a director. All options issued to our non-employee directors under our director compensation program will be issued at exercise prices equal to the fair market value of our common stock on the date of grant and will become exercisable in full upon specified change in control events.
Equity Grants to Directors and Executive Officers
Equity Grants to Directors and Executive Officers We have granted stock options and restricted stock awards to our executive officers and certain members of our Board. For more information regarding the options granted to our executive officers and directors, see the sections titled “Non-Employee Director Compensation” and “Executive Compensation.”