DEF 14A of Taysha Gene Therapies, Inc.
Filed Apr 22, 2026 · FY20250001193125-26-168525
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors is divided into three classes, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified or until their earlier death, resignation or removal. The Board of Directors presently has six members. There are two directors in the class whose term of office expires in 2026. Both of the nominees listed below are currently directors of the Company. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the two incumbent directors listed below, each of whom has been previously elected by our stockholders, for election at the Annual Meeting. If elected at the Annual Meeting, both of these nominees would serve until the 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Taysha. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.
CLASS III NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING
CLASS III NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee of the Board of Directors to recommend that person as a nominee for director. The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the Committee also takes into account gender, age and ethnic diversity. Two of our six directors are women and two of our six directors identify as being racially or ethnically diverse. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Committee to believe that nominee should continue to serve on the Board. Sean P. Nolan, age 58 Sean P. Nolan has served as our Chief Executive Officer since December 2022 and as the Chairman of our Board of Directors since March 2020. He has served as the President of Nolan Capital, LLC, an investment fund, since October 2019. Mr. Nolan most recently served as President, Chief Executive Officer and a member of the board of directors of AveXis, Inc., a publicly traded gene therapy company, from 2015 to May 2018 until its acquisition by Novartis International AG. Mr. Nolan has served on the board of directors of Ventas, Inc., a publicly traded healthcare real estate investment trust company, since July 2019 and previously served on the board of directors of Neoleukin Therapeutics, Inc., a publicly traded biopharmaceutical company, from 2015 to June 2020. Mr. Nolan also served on the board of directors of Social Capital Suvretta Holdings Corp. II, a special purpose acquisition company, from September 2021 until July 2023. Mr. Nolan earned a B.S. in biology from John Carroll University. Our Board of Directors believes that Mr. Nolan is qualified to serve as a director based on his role as our Chief Executive Officer and his more than 35 years of broad leadership and management experience in the biopharmaceutical industry. Laura Sepp-Lorenzino, Ph.D., age 65 Laura Sepp-Lorenzino has served as a member of our Board of Directors since November 2020. Since January, 2025, Dr. Sepp-Lorenzino has held the position of Principal of GNMmeds LLC, consulting on genomic medicine research and development. She served as Executive Vice President, Chief Scientific Officer of Intellia Therapeutics, Inc., a publicly traded biotechnology company, from May 2019 until January 2025 and as Scientific Advisor until December 2025. From 2017 to May 2019, Dr. Sepp-Lorenzino served as Vice President, Head of Nucleic Acid Therapies at Vertex Pharmaceuticals, Inc., a publicly traded biopharmaceutical company. She served as Vice President, Entrepreneur-in-Residence at Alnylam Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from 2014 to 2017. She worked at Merck from 1999 to 2014 with positions of increasing responsibilities in Oncology and RNA Therapeutics. Dr. Sepp-Lorenzino earned a professional degree in biochemistry from the Universidad de Buenos Aires in Argentina and an M.S. and Ph.D. in biochemistry from New York University. Our Board of Directors believes that Dr. Sepp-Lorenzino is qualified to serve as a director based upon her extensive experience in research and development of nucleic acid therapies.
CLASS III NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE. |
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING Alison Long, M.D., Ph.D., age 63 Alison Long has served as a member of our Board of Directors since November 2023. Dr. Long is the Principal Consultant at Long Biopharma Consulting, LLC and currently holds the position of SVP, Clinical Development at DiaMedica Therapeutics, Inc. Dr. Long’s consulting clients within the past two years include Papillon Therapeutics, Inc. and Navega Therapeutics, Inc. She most recently served as the Chief Medical Officer of Flightpath Biosciences, Inc., from January 2023 until September 2025. Dr. Long previously served as Chief Medical Officer of Anokion, SA from June 2022 to January 2023. From December 2021 to April 2022, Dr. Long served as Chief Medical Officer at Kaleido Biosciences, a publicly traded biotechnology company which ceased operations in April 2022. She served as Interim Chief Medical Officer at Freeline Therapeutics, Inc., from September 2021 to November 2021, and previously served as Freeline Therapeutics, Inc.’s SVP Head of Clinical Development from June 2020 to August 2021. Prior to joining Freeline Therapeutics, Inc., Dr. Long served as Head of Clinical R&D of Spark Therapeutics, Inc. from October 2019 to June 2020. Dr. Long earned a Bachelor of Medicine, Bachelor of Surgery from the University of the Witwatersrand in Johannesburg, South Africa and a Ph.D. in Biodefense from George Mason University. Our Board of Directors believes Dr. Long is qualified to serve as a director based upon her extensive experience in research and development of several gene therapy programs. Sean Stalfort, age 56 Sean Stalfort has served as a member of our Board of Directors since June 2023. He is the President of PBM Capital Group, LLC (“PBM Capital”), a private equity and venture capital investment firm in the business of investing in healthcare and life-science related companies, which was founded in 2010. Mr. Stalfort currently serves on the boards of directors of Verrica Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company, and Acumen Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company. Additionally, he previously served as a member of the board of directors of Dova Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company, from September 2016 to November 2019. Mr. Stalfort received a B.A. in business economics and political science from Brown University. Our Board of Directors believes Mr. Stalfort is qualified to serve as a director based on his experience in venture capital, particularly related to healthcare.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING Phillip B. Donenberg, CPA, age 65 Phillip B. Donenberg has served as a member of our Board of Directors since August 2020. Mr. Donenberg served as Senior Vice President and Chief Financial Officer of Jaguar Gene Therapy, LLC, a privately held early-stage gene therapy company, from February 2020 to March 2023. Mr. Donenberg has served on the board of directors and as chairman of the audit committee of Tectonic Therapeutic, Inc. (formerly AVROBIO, Inc.), a publicly traded biotechnology company, since June 2018, and on the board of directors of Sensei Biotherapeutics, Inc. since February 2026. Previously, Mr. Donenberg served as Chief Financial Officer and Senior Vice President of Assertio Therapeutics, Inc., a pharmaceutical company, from July 2018 to November 2018. He served as Senior Vice President and Chief Financial Officer of AveXis, Inc., a publicly traded gene therapy company, from 2017 to June 2018 and as Vice President, Corporate Controller from 2016 to 2017. Mr. Donenberg earned a B.S. in accountancy from the University of Illinois Champaign-Urbana College of Business and is a Certified Public Accountant. Our Board of Directors believes that Mr. Donenberg is qualified to serve as a director based on his financial expertise and his experience as a director and executive of companies in the biotechnology and pharmaceutical industries. Sukumar Nagendran, M.D., age 60 Sukumar Nagendran has served as our President, and Head of Research and Development since December 2022 and as a member of our Board of Directors since July 2020. Dr. Nagendran previously served as President, Research and Development and Chief Medical Officer at Jaguar Gene Therapy, LLC, from February 2020 to December 2022. Prior to that, Dr. Nagendran served as Chief Medical Officer of AveXis, Inc. from 2015 to May 2018. Dr. Nagendran currently serves on the board of directors of Solid Biosciences Inc., a publicly traded life sciences company, a position he has held since September 2018. He holds an undergraduate degree in Biochemistry from Rutgers University and earned his M.D. from Rutgers Medical School, and he trained in Internal Medicine at Mayo Clinic, Rochester. Our Board of Directors believes that Dr. Nagendran is qualified to serve as a director based upon his more than 30 years of experience with gene therapy development and clinical development strategy.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by and paid to our Named Executive Officers with respect to the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Sean Nolan Chief Executive Officer and Director | 2025 | 645,840 | 1,651,125 | 1,258,425 | 542,506 | 1,169 | 4,099,065 | | | 2024 | 621,000 | 2,025,816 | 1,670,410 | 409,860 | 774 | 4,727,861 | | Kamran Alam Chief Financial Officer | 2025 | 473,331 | 797,350 | 607,710 | 265,066 | 3,507 | 2,146,964 | | | 2024 | 455,126 | 1,009,606 | 832,482 | 210,942 | 10,620(4) | 2,518,777 | | Sukumar Nagendran, M.D. President and Head of Research and Development and Director | 2025 | 608,166 | 600,325 | 457,545 | 425,716 | 1,138 | 2,092,890 | | | 2024 | 584,775 | 1,476,785 | 1,217,700 | 321,626 | 774 | 3,601,660 |
Summary Compensation Table
| (1) This column reflects the aggregate grant date fair value of restricted stock units granted during the year measured pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the basis for computing stock-based compensation in our financial statements. This calculation assumes that the Named Executive Officer will perform the requisite service for the restricted stock unit to vest in full as required by SEC rules. The assumptions we used in valuing restricted stock units are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K (File No. 001-39536) filed with the SEC on March 19, 2026. These amounts do not reflect the actual economic value that will be realized by the Named Executive Officer upon settlement of such restricted stock units or the sale of the common stock issuable upon the settlement of such restricted stock units. |
Summary Compensation Table
| (2) This column reflects the aggregate grant date fair value of option awards granted during the year measured pursuant to ASC Topic 718, the basis for computing stock-based compensation in our financial statements. This calculation assumes that the Named Executive Officer will perform the requisite service for the award to vest in full as required by SEC rules. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The significant factors and assumptions incorporated in the Black-Scholes-Merton model used to estimate the value of the options are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K (File No. 001-39536) filed with the SEC on March 19, 2026. These amounts do not reflect the actual economic value that will be realized by the Named Executive Officer upon vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. |
Summary Compensation Table
| (3) See “—Narrative to Summary Compensation Table-Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program pursuant to which this compensation was awarded. |
Summary Compensation Table
| (4) Represents $10,350 in Company matching contributions to 401(k) benefit plans and $270 in life insurance premiums for employee benefit. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information about outstanding equity awards granted to our Named Executive Officers that were outstanding as of December 31, 2025. All awards listed in the below table were granted under our 2020 Stock Incentive Plan.
Outstanding Equity Awards as of December 31, 2025
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Sean Nolan | 9/23/2020 | 31,000 | — | 20.00 | 9/22/2030 | | | | | | | 6/17/2021 | 15,500 | — | 25.04 | 6/16/2031 | | | | | | | 6/17/2022 | 15,500 | — | 2.81 | 6/16/2032 | | | | | | | 12/30/2022 | 829,598 | 276,533(3) | 2.26 | 12/29/2032 | | | | | | | 12/14/2023 | 311,001 | 355,499(4) | 0.70 | 12/13/2033 | | | | | | | 1/2/2024 | 567,663 | 617,025(5) | 1.71 | 1/1/2034 | | | | | | | 1/2/2024 | | | | | 888,516(9) | 4,886,838 | | | | | 1/2/2025 | — | 892,500(12) | 1.85 | 1/2/2035 | | | | | | | 1/2/2025 | | | | | 892,500(11) | 4,908,750 | | | | | 8/22/2025 | | | | | | | 1,403,000(13) | 7,716,500 | | Kamran Alam | 1/19/2021 | 70,000 | — | 31.00 | 1/18/2031 | | | | | | | 2/23/2022 | 71,666 | 8,334(6) | 5.96 | 2/22/2032 | | | | | | | 4/6/2022 | 36,666 | 3,334(7) | 6.52 | 4/5/2032 | | | | | | | 2/2/2023 | 106,179 | 43,721(8) | 1.18 | 2/1/2033 | | | | | | | 2/2/2023 | 17,653 | 7,270(8) | 1.18 | 2/1/2033 | | | | | | | 2/2/2023 | 12,462 | — | 1.18 | 2/1/2033 | | | | | | | 2/2/2023 | | | | | 6,231(10) | 34,271 | | | | | 12/14/2023 | 125,054 | 62,528(4) | 0.70 | 12/13/2033 | | | | | | | 1/2/2024 | 282,906 | 307,507(5) | 1.71 | 1/2/2034 | | | | | | | 1/2/2024 | | | | | 442,810(9) | 2,435,455 | | | | | 1/2/2025 | — | 431,000(12) | 1.85 | 1/2/2035 | | | | | | | 1/2/2025 | | | | | 431,000(11) | 2,370,500 | | | | | 8/22/2025 | | | | | | | 279,000(13) | 1,534,500 | | Sukumar Nagendran | 9/2/2020 | 8,171 | — | 14.90 | 9/1/2030 | | | | | | | 9/23/2020 | 31,000 | — | 20.00 | 9/22/2030 | | | | | | | 6/17/2021 | 15,500 | — | 25.04 | 6/16/2031 | | | | | | | 6/17/2022 | 15,500 | — | 2.81 | 6/16/2032 | | | | | | | 12/30/2022 | 592,569 | 197,524(3) | 2.26 | 12/29/2032 | | | | | | | 12/14/2023 | 111,324 | 254,504(4) | 0.70 | 5/31/2033 | | | | | | | 1/2/2024 | 113,816 | 449,801(5) | 1.71 | 1/2/2034 | | | | | | | 1/2/2024 | | | | | 647,713(9) | 3,562,422 | | | | | 1/2/2025 | — | 324,500(12) | 1.85 | 1/2/2035 | | | | | | | 1/2/2025 | | | | | 324,500(11) | 1,784,750 | | | | | 8/22/2025 | | | | | | | 403,000(13) | 2,216,500 |
Outstanding Equity Awards as of December 31, 2025
| (1) All of the option awards listed in the table were granted with a per share exercise price equal to or above the estimated fair market value of our common stock on the date of grant. The fair market value of one share of common stock is determined to be equal to the closing price of our common stock on the Nasdaq Global Market on the date of grant (or the closing price on the last preceding date for which such quotation exists). |
Outstanding Equity Awards as of December 31, 2025
| (2) The market value of our common stock is based on the closing price of our common stock on the Nasdaq Global Market on December 31, 2025 of $5.50 per share. |
Outstanding Equity Awards as of December 31, 2025
| (3) 25% of the total number of shares underlying the option vested and became exercisable on December 16, 2023 and the remainder shall vest and become exercisable in 36 equal monthly installments thereafter, subject to the Named Executive Officer’s continuous service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (4) The shares underlying the options vest and become exercisable in three equal annual installments commencing on December 31, 2024, subject to continuous service through the applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (5) 25% of the total number of shares underlying the option vested and became exercisable on January 2, 2025 and the remainder shall vest and become exercisable in 36 equal monthly installments thereafter, subject to the Named Executive Officer’s continuous service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (6) 25% of the total number of shares underlying the option vested and became exercisable on February 23, 2023 and the remainder shall vest and become exercisable in 36 equal monthly installments thereafter, subject to the Named Executive Officer’s continuous service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (7) 25% of the total number of shares underlying the option vested and became exercisable on April 6, 2023 and the remainder shall vest and become exercisable in 36 equal monthly installments thereafter, subject to the Named Executive Officer’s continuous service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (8) 25% of the total number of shares underlying the option vested and became exercisable on February 2, 2024 and the remainder shall vest and become exercisable in 36 equal monthly installments thereafter, subject to the Named Executive Officer’s continuous service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (9) The restricted stock unit vests in four equal annual installments on January 2, 2025, January 2, 2026, January 2, 2027 and January 2, 2028, subject to the Named Executive Officer’s continuous service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (10) 25% of the shares underlying this restricted stock unit vested on February 2, 2024 and the remaining 75% shall vest in equal installments on February 2, 2025, February 2, 2026 and February 2, 2027, subject to the Named Executive Officer’s continuous service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (11) The restricted stock unit vests in four equal annual installments on January 2, 2026, January 2, 2027, January 2, 2028 and January 2, 2029, subject to the Named Executive Officer’s continuous service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (12) 25% of the total number of shares underlying the option vested and became exercisable on January 2, 2026 and the remainder shall vest and become exercisable in 36 equal monthly installments thereafter, subject to the Named Executive Officer’s continuous service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (13) The restricted stock units vest after the achievement of specific performance milestones. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Each of our Named Executive Officers is eligible to receive severance benefits under the terms of our Change in Control Severance Plan adopted by the Board of Directors in September 2020. Our Change in Control Severance Plan provides for severance benefits upon a “covered termination” that occurs during a “change in control period” (each as described below). Upon a covered termination that occurs during a change in control period, participants will be entitled to a lump sum payment equal to the participant’s base salary for a specified period (18 months for Mr. Nolan, 15 months for Dr. Nagendran and 12 months for Mr. Alam), a lump sum payment equal to a multiple of the participant’s target annual bonus (150% for Mr. Nolan and 100% for each of Dr. Nagendran and Mr. Alam), payment of continued group health benefits for a period of months (18 months for Mr. Nolan, 15 months for Dr. Nagendran and 12 months for Mr. Alam) and full accelerated vesting of all outstanding equity awards (including performance-based awards, which shall vest at 100% of target). All severance benefits under our Change in Control Severance Plan are subject to the participant’s execution of an effective release of claims against the company and compliance with the terms of any confidential information agreement, proprietary information and inventions agreement and any other agreement between the participant and the Company. For purposes of our Change in Control Severance Plan, a “covered termination” is a termination of employment by the Company without “Cause,” as defined in our Change in Control Severance Plan, or as a result of the participant’s resignation for “good reason,” as defined in our Change in Control Severance Plan, in either case, not as a result of death or disability. For purposes of our Change in Control Severance Plan, a “change in control period” is the period of time beginning on the date on which a “change in control,” as defined in the 2020 Stock Incentive Plan, becomes effective (or, in the case of Mr. Nolan and Dr. Nagendran, the period beginning three months prior to the date on which a change in control becomes effective) and ending on the first anniversary of the effective date of such change in control.
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year (1) | Summary Compensation Table Total for PEO (2) ($) | Compensation Actually Paid to PEO (2), (3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (2) ($) | Average Compensation Actually Paid to Non-PEO (2), (3) ($) | Value of Initial Fixed $100 Investment based on: (4) TSR ($) | Net Income (Loss) ($ Thousands) | | 2025 | 4,099,065 | 18,260,853 | 2,119,927 | 9,424,103 | 310.73 | (108,995) | | 2024 | 4,727,861 | 4,668,493 | 3,060,218 | 3,030,722 | 97.74 | (89,298) |
Pay Versus Performance
| 1. | We are a smaller reporting company pursuant to Rule 405 of the Securities Act of 1933, and as such, we are only required to include information for the past two fiscal years for this first filing in which we are required to provide this disclosure. |
Pay Versus Performance
| 2. | Sean Nolan was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are Kamran Alam and Sukumar Nagendran, M.D. |
Pay Versus Performance
| 3. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total and the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 4,099,065 | (2,909,550) | 17,071,338 | 18,260,853 | | 2024 | 4,727,861 | (3,696,226) | 3,636,858 | 4,668,493 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,119,927 | (1,231,465) | 8,535,641 | 9,424,103 | | 2024 | 3,060,218 | (2,268,277) | 2,238,781 | 3,030,722 |
Pay Versus Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 9,099,878 | 6,883,035 | — | 1,088,425 | — | 17,071,338 | | 2024 | 3,548,347 | (12,917) | — | 101,428 | — | 3,636,858 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non- PEO NEOs ($) | | 2025 | 3,851,517 | 4,077,753 | — | 606,371 | — | 8,535,641 | | 2024 | 2,177,536 | (7,807) | — | 69,052 | — | 2,238,781 |
Pay Versus Performance
| 4. | The Total Shareholder Return (“TSR”) assumes $100 was invested in the Company for the period starting December 31, 2023, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
Relationship Between PEO and NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the two most recently completed fiscal years for the Company. Relationship Between PEO and NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income (loss) during the two most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation
Non-Employee Director Compensation The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of our non-employee directors. Compensation information for Sean Nolan and Sukumar Nagendran, who did not earn any additional compensation for their service as directors during fiscal year 2025, is set forth in “Executive Compensation” above.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(3) | Option Awards ($) (2)(3) | Total ($) | | Phillip B. Donenberg, CPA | 55,000 | 157,978 | 232,607 | 445,585 | | Laura Sepp-Lorenzino, Ph.D. | 60,000 | 157,978 | 232,607 | 450,585 | | Alison Long, M.D., Ph.D. | 71,917 | 157,978 | 232,607 | 462,502 | | Sean Stalfort | 50,500 | 157,978 | 232,607 | 441,085 |
Non-Employee Director Compensation
| (1) This column reflects the aggregate grant date fair value of restricted stock units granted during the year measured pursuant to ASC Topic 718, the basis for computing stock-based compensation in our financial statements. This calculation assumes that the director will perform the requisite service for the restricted stock unit to vest in full as required by SEC rules. The assumptions we used in valuing restricted stock units are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K (File No. 001-39536) filed with the SEC on March 19, 2026. These amounts do not reflect the actual economic value that will be realized by the Named Executive Officer upon the settlement of such restricted stock units or the sale of the common stock issuable upon the settlement of such restricted stock units. |
Non-Employee Director Compensation
| (2) The amounts disclosed represent the aggregate grant date fair value of the stock options granted under our 2020 Stock Incentive Plan, computed in accordance with ASC Topic 718. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The significant factors and assumptions incorporated in the Black-Scholes-Merton model used to estimate the value of the options are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K (File No. 001-39536) filed with the SEC on March 19, 2026. This amount does not reflect the actual economic value that may be realized by such director. |
Non-Employee Director Compensation
| (3) The table below shows the aggregate number of option awards and restricted stock unit awards outstanding for each of our directors who is not a Named Executive Officer, as of December 31, 2025: |
Non-Employee Director Compensation
| Name | Number of Outstanding Stock Awards | Number of Outstanding Options | | Phillip B. Donenberg, CPA | 56,623 | 318,057 | | Laura Sepp-Lorenzino, Ph.D. | 56,623 | 309,886 | | Alison Long, M.D., Ph.D. | 56,623 | 198,863 | | Sean Stalfort | 56,623 | 689,195 |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our Board of Directors has adopted an Amended Non-Employee Director Compensation Policy (the “Amended and Restated Non-Employee Director Compensation Policy”), effective December 17, 2025, pursuant to which each of our directors who is not an employee or consultant of our company is eligible to receive compensation for service on our Board of Directors and committees of our Board of Directors. Our Compensation Committee directed Aon to develop updated recommendations regarding our non-employee director compensation policy, considering, among other factors, the Company’s peer group and the underwater status of the directors’ existing equity awards. Following an active dialogue with Aon, the Compensation Committee recommended that the Board of Directors approve Aon’s recommendations. Cash Compensation Each eligible director will receive an annual cash retainer of $40,000 for serving on our Board of Directors, and the independent chairperson of the Board of Directors will receive an additional annual cash retainer of $35,000 for his or her service. The chairperson of the Audit Committee will be entitled to an additional annual cash retainer of $20,000, the chairperson of the Clinical and Scientific Committee, the chairperson of the Compensation Committee and the chairperson of the Special Litigation Committee of our Board of Directors each will be entitled to an additional annual cash retainer of $15,000 and the chairperson of the Nominating and Corporate Governance Committee of our Board of Directors will be entitled to an additional annual cash retainer of $10,000. The members of the Audit Committee of our Board of Directors will be entitled to an additional annual cash retainer of $10,000, the members of the Clinical and Scientific Committee of our Board of Directors and the Compensation Committee of our Board of Directors will be entitled to an additional annual cash retainer of $7,500 and the members of the Nominating and Corporate Governance Committee of our Board of Directors will be entitled to an additional annual cash retainer of $5,000; however, in each case such cash retainer is payable only to members who are not the chairperson of such committee.