DEF 14A of Stoke Therapeutics, Inc.
Filed Apr 22, 2026 · FY20250001193125-26-170362
Compensation Committee
| • | evaluating and recommending our director compensation arrangements for determination by our Board of Directors; |
Compensation Committee
| • | review our disclosure of executive and director compensation. |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The Nominating and Corporate Governance Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. The Nominating and Corporate Governance Committee will recommend to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board of Directors to fill interim director vacancies. Our Board of Directors encourages selection of directors who will contribute to the Company’s overall corporate goals. The Nominating and Corporate Governance Committee may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as business experience, diversity and personal skills in life sciences and biotechnology, finance, marketing, financial reporting and other areas that are expected to contribute to an effective Board of Directors. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for our Board of Directors, our Nominating and Corporate Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time. In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits, and to review, prior to meetings, material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as such director’s other professional responsibilities, will be considered. Also under our Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Nominating and Corporate Governance Committee considers director tenure. We value a wide range of perspectives and experiences on a company-wide basis and seek to achieve a mix of members to our Board of Directors that represent a breadth of background and experience.
Stockholder Recommendations for Nominations to the Board of Directors
Stockholder Recommendations for Nominations to the Board of Directors The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for candidates for our Board of Directors who meet the minimum qualifications as described above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board of Directors by complying with the procedures in Article I, Section 1.12 of our bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary, Stoke Therapeutics, Inc., 45 Wiggins Avenue, Bedford, MA 01730. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information specified in our bylaws, including the information requirements of Rule 14a-19(b), and a representation that the nominating stockholder is a beneficial or record holder of our stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee. Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth below under “Stockholder Proposals to Be Presented at Next Annual Meeting.”
ELECTION OF CLASS I DIRECTORS
ELECTION OF CLASS I DIRECTORS Our Board of Directors is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class I will stand for election at this meeting. The terms of directors in Class II and Class III do not expire until the annual meetings of stockholders to be held in 2027 and 2028, respectively. Our Nominating and Corporate Governance Committee recommended to our Board of Directors, and our Board of Directors nominated G. Clare Kahn, Ph.D., Adrian R. Krainer, Ph.D., and Julie Anne Smith, each an incumbent Class I director, for election as Class I directors at the Annual Meeting. At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that the Class I nominees be elected as Class I directors for a three-year term expiring at the annual meeting of stockholders to be held in 2029 and until such directors’ successors are duly elected and qualified or until such directors’ earlier resignation or removal. Each director will be elected by a plurality of the votes cast at the Annual Meeting. This means that the three individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL NOMINEES” or vote to “WITHHOLD AUTHORITY FOR ALL NOMINEES” or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Shares represented by proxies will be voted “FOR” the election of the Class I nominees, unless the proxy is marked to withhold authority to so vote. In an uncontested election “WITHHOLD AUTHORITY FOR ALL NOMINEES” votes will have no effect on the outcome of the proposal. You may not cumulate votes in the election of directors. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our Company, might determine. The nominees have consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than three directors.
Nominees to the Board of Directors
Nominees to the Board of Directors The nominees and their ages as of April 7, 2026, are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.
Nominees to the Board of Directors
| Name | Age | Class | | G. Clare Kahn, Ph.D.(1)(2) | 74 | Class I Director | | Adrian R. Krainer, Ph.D.(1)(2) | 67 | Class I Director | | Julie Anne Smith(3)(4) | 55 | Class I Director |
Nominees to the Board of Directors
| (1) Member of our Nominating and Corporate Governance Committee. |
Nominees to the Board of Directors
| (2) Member of our Research and Development Committee. |
Nominees to the Board of Directors
| (3) Member of our Compensation Committee. |
Nominees to the Board of Directors
| (4) Member of our Audit Committee. |
Nominees to the Board of Directors
G. Clare Kahn, Ph.D. has served as a member of our Board of Directors since March 2026. Prior to that, Dr. Kahn served as a consultant from April 2025 to October 2025. She has also served as a director for Solid Biosciences Inc., a life science company focused on advancing a portfolio of neuromuscular and cardiac programs, since March 2021. Dr. Kahn has also been the president of Clare Kahn Pharma Consulting LLC, through which she provides consulting services on regulatory strategy since July 2016. Previously, Dr. Kahn also served as R&D Strategy Officer at X-VAX Technology Inc. (“X-VAX”), a biotechnology company developing vaccines against pathogens acquired by mucosal infection such as herpes, from September 2019 until November 2023. Prior to that, she served as Chief Regulatory and Preclinical Development Officer at X-VAX from September 2018 to September 2019. Dr. Kahn was previously Vice President, Worldwide Regulatory Strategy, Global Innovative Pharma at Pfizer from January 2014 to June 2016 and Vice President, Worldwide Regulatory Strategy, Specialty Care Business at Pfizer from June 2010 to December 2013. Prior to Pfizer, she was Vice President of Regulatory Affairs for a variety of therapeutic areas including cardiovascular, metabolic, urology, oncology and vaccines at GlaxoSmithKline from 1999 to 2010. Dr. Kahn has a Ph.D. in Biochemical Pharmacology from The Royal Postgraduate Medical School, London and served as Assistant Professor of Pharmacology and of Pathology and Laboratory Medicine at The University of Pennsylvania from 1981 to 1985. Dr. Kahn is qualified to serve on our Board of Directors because of her extensive leadership experience and her experience working in the healthcare sector. Adrian R. Krainer, Ph.D., co-founded Stoke Therapeutics, Inc. and has served as a member of our Board of Directors since June 2014. Professor Krainer is the St. Giles Professor at Cold Spring Harbor Laboratory, a biological research institution, where he has served since 1986 and where his work led directly to the invention and development of SPINRAZA. Professor Krainer holds a B.A. in Biochemistry from Columbia University and a Ph.D. in Biochemistry from Harvard University. We believe that Professor Krainer is qualified to serve on our Board of Directors because of his extensive experience in biopharmaceutical research and development and experience in RNA splicing and antisense therapies. Julie Anne Smith is a seasoned biotech executive with more than a decade of leadership experience across public and private life sciences companies. She currently serves as founder of Parteo Therapeutics, Inc. Previously, she served as Chief Executive Officer of Nuvig Therapeutics Inc. from January 2023 to September 2024, where she led the development of novel immunotherapies. Prior to that, Ms. Smith served as the President and Chief Executive Officer of ESCAPE Bio, Inc. from August 2018 to August 2022, and President and Chief Executive Officer at Nuredis, Inc. from August 2017 to July 2018. Earlier in her career, Ms. Smith served as President and Chief Executive Officer at Raptor Pharmaceutical Corp., a public, commercial stage biopharmaceutical company focused on therapies for orphan diseases, from September 2012 to October 2016. She joined Raptor as Chief Operating Officer in 2012 before being appointed CEO. Prior to Raptor, Ms. Smith held roles of increasing responsibility at Enobia Pharmaceuticals until its acquisition by Alexion Pharmaceuticals, Inc., as well as positions at Jazz Pharmaceuticals plc, Genzyme Novazyme and Bristol-Myers Squibb Company. Ms. Smith currently serves as an independent director of Exelixis, Inc., a public oncology-based drug discovery company. She previously served on the board of directors of Audentes Therapeutics, Inc. and as a director on the Health and Emerging Companies Sections of the Biotechnology Industry Organization (BIO) board. Ms. Smith holds a B.S. in Biological and Nutritional Sciences from Cornell University. We believe that Ms. Smith is qualified to serve on the Board of Directors because of her extensive executive leadership and deep experience in the biotechnology sector. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF G. CLARE KAHN, PH.D., ADRIAN R. KRAINER, PH.D., AND JULIE ANNE SMITH TO SERVE AS CLASS I DIRECTORS.
Continuing Directors
Continuing Directors The directors who are serving for terms that end following the Annual Meeting and their ages as of April 7, 2026, are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.
Continuing Directors
| Name | Age | Class | | Jennifer C. Burstein(1) | 54 | Class II Director | | Arthur A. Levin, Ph.D.(2)(3) | 72 | Class II Director | | Ian F. Smith(4) | 60 | Class II Director | | Edward M. Kaye, M.D.(3) | 76 | Class III Director | | Seth L. Harrison, M.D.(3)(5) | 65 | Class III Director | | Arthur O. Tzianabos, Ph.D.(1)(5)(6) | 63 | Class III Director |
Continuing Directors
| (1) Member of our Audit Committee. |
Continuing Directors
| (2) Member of our Nominating and Corporate Governance Committee. |
Continuing Directors
| (3) Member of our Research and Development Committee. |
Continuing Directors
| (4) Chief Executive Officer of the Company. |
Continuing Directors
| (5) Member of our Compensation Committee. |
Continuing Directors
| (6) Chairman of the Board of Directors. |
Continuing Directors
Jennifer C. Burstein, CPA, has served as a member of our Board of Directors since June 2019. Ms. Burstein serves as Chief Accounting Officer at Treeline Biosciences, Inc., a biotechnology company, where she has been since April 2021. From January 2018 to February 2019, Ms. Burstein served as Senior Vice President of Finance and principal financial officer at Loxo Oncology, Inc., a biotechnology company, until its acquisition by Eli Lilly and Company. Ms. Burstein previously served as Vice President of Finance and principal financial officer of Loxo Oncology since May 2015. Prior to Loxo Oncology, Ms. Burstein served as Vice President of Finance at Acorda Therapeutics, Inc., a public biotechnology company, from July 2010 until April 2015, where she held several positions of increasing responsibility in Finance from 2006 until being appointed Vice President of Finance. Prior to joining Acorda, from 2002 to 2006, she was with Eyetech Pharmaceuticals, Inc., a public biotechnology company, now a subsidiary of Bausch Health, where she held several positions of increasing responsibility in Finance. Ms. Burstein received her B.S. in Business Administration and M.B.A. in Accounting from the State University of New York at Buffalo and has a CPA license in New York. We believe that Ms. Burstein is qualified to serve on our Board of Directors because of her expertise in financial and accounting matters and her extensive experience in the biotechnology industry. Arthur A. Levin, Ph.D., has served as a member of our Board of Directors since September 2015. From January 2014 to February 2023, Dr. Levin served as Chief Scientific Officer at Avidity Biosciences, Inc., a biotechnology company, and has served as their Distinguished Scientist and Strategic Leader from February 2023 through December 2024. Dr. Levin served on the Board of Directors of Avidity Biosciences from February 2023 to the present. From April 2012 to January 2014, Dr. Levin served as Executive Vice President at miRagen Therapeutics, Inc., an RNA-focused therapeutics company. Prior to joining miRagen Therapeutics, Inc., Dr. Levin served in various senior management positions at Santaris Pharma A/S Corp., a biopharmaceutical company, and Ionis Pharmaceuticals, Inc., a public, RNA-focused biopharmaceutical company. Dr. Levin holds a B.S. in Biology from Muhlenberg College and a Ph.D. in Toxicology from the University of Rochester. We believe that Dr. Levin is qualified to serve on our Board of Directors because of his biopharmaceutical industry experience, including his expertise in nucleic-acid-based therapeutics. Ian F. Smith has served as our Chief Executive Officer since October 2025 and prior to that served as our Interim Chief Executive Officer since March 2025. Mr. Smith has also served as a member of our Board of Directors since September 2023 and prior to that served as a consultant since June 2023. Mr. Smith is the Chair of the Board of Directors for Rivus Pharmaceutical, a position he has held since September 2023 and is Executive Chair of the Board of Directors of Solid Biosciences, which position he has held since April 2020. He also serves as a member of the Board of Directors of Foghorn Therapeutics, since April 2021, Alkeus Pharmaceuticals, since 2022, and Odyssey Therapeutics, since 2024. Mr. Smith also serves as a Senior Advisor to Bain Capital Life Sciences, which position he has held since January 2021. Prior to his current roles, Mr. Smith served as Executive Chair of the Board of Directors of Viacyte, a private biotechnology company, from July 2019 to September 2022 (acquired). He was Executive Vice President and Chief Operating Officer of Vertex Pharmaceuticals, from September 2017 to January 2019, and, before that, served as Chief Financial Officer from October 2001 to September 2017. Mr. Smith holds a B.A. with honors in accounting and finance from Manchester Metropolitan (UK). We believe Mr. Smith is qualified to serve on our Board of Directors due to his knowledge and experience across multiple roles for public biotechnology companies. Edward M. Kaye, M.D., has served as a member of our Board of Directors since October 2017 and also served as our Chief Executive Officer from October 2017 to March 2025. Dr. Kaye has served as the CEO of Aurora Therapeutics since October 2025. Previously, Dr. Kaye served as President and Chief Executive Officer of Sarepta Therapeutics, Inc., a medical research and drug development company, from September 2016 to July 2017, Interim Chief Executive Officer from April 2015 to September 2016 and Chief Medical Officer from June 2011 to March 2017. From 2001 to 2011, Dr. Kaye served in various positions at Genzyme Corporation, a biotechnology company, including most recently as Group Vice President of Clinical Development. Previously, Dr. Kaye served as Chief of Biochemical Genetics at Children’s Hospital of Philadelphia, Chief of Neurology at St. Christopher’s Hospital for Children, and as a member of the research staff at Massachusetts General Hospital and Tufts University Medical Center. Dr. Kaye currently serves as a Neurological Consultant at the Children’s Hospital of Boston. Dr. Kaye is also a member of the boards of directors of Cytokinetics, Inc., a public biopharmaceutical company, Avidity Biosciences, Inc. a public biotechnology company, and the Massachusetts Biotechnology Council, a private non-profit life sciences industry organization. Dr. Kaye holds a B.S. in Biology/Chemistry from Loyola University and a M.D. from the Loyola University Stritch School of Medicine. We believe that Dr. Kaye is qualified to serve on our Board of Directors because of his extensive leadership and clinical experience in the medical and biotechnology fields. Seth L. Harrison, M.D., has served on our Board of Directors since July 2015 and served as the Chair of our Board of Directors from July 2015 to September 2024. Dr. Harrison serves as Managing Partner at Apple Tree Partners, a venture capital firm, which he founded in 1999. In December 2025, ATP Life Science Ventures, L.P. and Apple Tree Life Sciences, Inc. filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Prior to founding Apple Tree Partners, Dr. Harrison served as a General Partner at Oak Investment Partners, a venture capital and private equity firm, and as a Venture Partner at Sevin Rosen Funds, a technology-focused venture capital firm. Dr. Harrison serves as the chair of the boards of directors of Braeburn Inc., a pharmaceutical company, Marengo Therapeutics, Inc., an immunotherapy company, and Galvanize Therapeutics, Inc., a medical device company, as well as a director for numerous other private companies. Dr. Harrison holds an A.B. from Princeton University and an M.D. and M.B.A. from Columbia University. We believe that Dr. Harrison is qualified to serve on our Board of Directors because of his experience in the life sciences industry, his experience as a venture capitalist, as well as his service on the boards of directors of numerous biopharmaceutical companies.
Continuing Directors
Arthur O. Tzianabos, Ph.D., has served as the Chair of our Board of Directors from September 2024 and has served as a member of our Board of Directors since September 2018. Dr. Tzianabos also served as the Interim Executive Chair of our Board of Directors from March 2025 to October 2025. Dr. Tzianabos has served as the Chief Executive Officer of Lifordi Immunotherapeutics, a biopharmaceutical company, since June 2023. Dr. Tzianabos also serves as a Venture Partner at 5AM Ventures, where he has focused on life sciences investments since September 2022. Dr. Tzianabos serves on the Board of Directors of Q32 Bio Inc. (formerly Homology Medicines, Inc.), a genetic medicines company, where he previously served as President and Chief Executive Officer from April 2016 to September 2022. Prior to joining Homology Medicines, Inc., Dr. Tzianabos served as President and Chief Scientific Officer at OvaScience, Inc., a biotechnology company, from September 2013 to March 2016. Previously, Dr. Tzianabos served in various senior management positions at Shire Plc, a pharmaceutical company, and as a professor at Harvard Medical School. Dr. Tzianabos serves on the Development Board of the College of Life Sciences and Agriculture at the University of New Hampshire. Dr. Tzianabos previously served on the Board of Directors of Akouos, Inc., a public biotechnology company. Dr. Tzianabos holds a B.S. in Biology from Boston College and a Ph.D. in Microbiology from the University of New Hampshire. We believe that Dr. Tzianabos is qualified to serve on our Board of Directors because of his executive and clinical experience, as well as his extensive involvement in the biotechnology industry.
Director Compensation
Director Compensation Our compensation arrangements for non-employee directors are reviewed periodically by our Compensation Committee and approved by our Board of Directors. We use the same peer group discussed below in the Narrative Disclosure to the Summary Compensation Table to provide a broad perspective on competitive director pay levels and practices.
Year Ended December 31, 2025
| • | Cash Compensation. Our non-employee director compensation program provides an annual cash retainer to each non-employee director for service on our Board of Directors, as well as for their committee positions. Non-employee directors may elect to receive their general annual cash retainer in the form of restricted stock units, which will vest quarterly. The following table sets forth a comparison of our non-employee director cash compensation program to our peers at the time the 2025 compensation was approved: |
Year Ended December 31, 2025
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Jennifer C. Burstein, CPA | 60,000 | 223,338 | — | 283,338 | | Adrian R. Krainer, Ph.D. | 45,000 | 223,338 | — | 268,338 | | Garry E. Menzel, Ph.D. | 57,500 | 223,338 | — | 280,838 | | Arthur A. Levin, Ph.D.(3) | 57,912 | 223,338 | — | 281,249 | | Seth L. Harrison, M.D. | 47,500 | 223,338 | — | 270,838 | | Julie Anne Smith | 60,000 | 223,338 | — | 283,338 | | Arthur O. Tzianabos, Ph.D.(4) | 41,657 | — | 737,120 | 778,778 |
Year Ending December 31, 2026
| • | Cash Compensation. Our non-employee director compensation program will provide an annual cash retainer to each non-employee director for service on our Board of Directors, as well as for their committee positions. The following table sets forth a comparison of our non-employee director cash compensation program to our peers at the time the 2026 compensation was approved: |
REPORT OF THE AUDIT COMMITTEE
| * Ms. Smith joined the Audit Committee and Drs. Levin and Menzel stepped off the Audit Committee in April 2026. |
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation that was earned by our named executive officers during the years ended December 31, 2025 and 2024. All amounts are in dollars.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Ian F. Smith Chief Executive Officer | 2025 | 170,625 | 1,197,125 | 11,590,000 | 14,035,067 | — | 38,838 | 27,031,655 | | Thomas Leggett Chief Financial Officer | 2025 | 496,375 | — | 491,470 | 534,881 | 297,825 | 9,824 | 1,830,375 | | | 2024 | 309,470 | — | — | 4,020,915 | 190,001 | — | 4,520,386 | | Jason Hoitt Chief Patient Officer | 2025 | 494,401 | — | 333,200 | 1,121,337 | 306,000 | 15,017 | 2,269,955 | | Edward M. Kaye, M.D.(6) Former Chief Executive Officer | 2025 | 148,726 | — | 1,199,520 | 1,298,138 | — | 587,658 | 3,234,043 | | | 2024 | 650,923 | — | 2,975,700 | 1,614,740 | 358,008 | 12,749 | 5,612,120 |
Summary Compensation Table
| (1) For 2025, Mr. Smith received a $500,000 sign-on bonus upon becoming our Chief Executive Officer and a $697,125 discretionary bonus, equal to the amount he would have received had he participated in the 2025 |
Summary Compensation Table
| non-equity incentive plan. See the section titled “—Leadership Transition Compensation” regarding our new Chief Executive Officer’s compensation for additional information. |
Summary Compensation Table
| (2) The amounts reported in the Stock Awards column represent (i) the grant date fair value of restricted stock units (“RSUs”) granted to our named executive officers during the years ended December 31, 2025 and 2024; and (ii) the grant date fair value of performance-based stock units (“PSUs”) granted to our named executive officers during the year ended December 31, 2024, each as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in the Stock Awards column are set forth in Note 9 to the audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2025. Note that the amounts reported in this column reflect the accounting cost for these RSUs and PSUs and do not correspond to the actual economic value that may be received by our named executive officers from the awards. |
Summary Compensation Table
| (3) The amounts reported in the Option Awards column represent the grant date fair value of the stock options granted to the named executive officers during the years ended December 31, 2025 and 2024, as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 9 to the audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2025. Note that the amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the named executive officers from the options. |
Summary Compensation Table
| (4) For additional information regarding the non-equity incentive plan compensation, see section entitled “—Non-Equity Annual Incentive Awards.” |
Summary Compensation Table
| (5) The amounts in this All Other Compensation column represent (i) for Mr. Smith, a $8,555 director’s fee for his service as a non-employee director during 2025 prior to being appointed as Interim Chief Executive Officer; a $30,133 reimbursement of legal expenses associated with negotiating his employment agreement and a $150 cellphone allowance for the period after he became our Chief Executive Officer; (ii) for Mr. Legget, a $1,500 cellphone allowance and $8,324 of company contributions under our 401(k) plan; (iii) for Mr. Hoitt, a $1,777 cellphone allowance and $13,240 of company contributions under our 401(k) plan; and (iv) for Dr. Kaye, a $297 cellphone allowance; $5,949 of company contributions under our 401(k) plan; $530,773 in severance; $19,306 of costs of continued health coverage and $31,333 director’s fee when he was a non-employee director during 2025 after ceasing to serve as Chief Executive Officer. |
Summary Compensation Table
| (6) On March 4, 2025 our Board of Directors approved an annual equity grant to Dr. Kaye in his capacity as our Chief Executive Officer to be granted effective two business days following the filing of our Annual Report on Form 10-K for the year ended December 31, 2024, consisting of 144,000 RSUs (the “March 2025 RSU”) and 216,000 shares of our common stock subject to a stock option (the “March 2025 Option”), the fair market value of which are reported in the table above. On March 19, 2025, Dr. Kaye resigned as our Chief Executive Officer and in September 2025, Dr. Kaye voluntarily forfeited and relinquished all of the March 2025 RSUs and all except 37,500 shares subject to the March 2025 Option in order to align the size of his equity compensation with his ongoing role as our advisor and non-employee director and to provide additional shares to the 2019 Plan. The remaining option for 37,500 shares represents a grant date fair value of $225,371, and is in consideration of his services as an advisor and a non-employee director after ceasing to serve as our Chief Executive Officer. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested ($)(1) | | Ian F. Smith | 9/19/2023(2) | 9/19/2023 | 72,255 | 24,085 | 4.76 | 9/18/2033 | | | | | 6/5/2024(3) | 6/5/2024 | 7,639 | | 16.41 | 6/4/2034 | | | | | 3/20/2025(4) | 3/20/2025 | 238,420 | | 8.33 | 3/19/2035 | | | | | 10/8/2025(5) | 10/6/2025 | | 570,000 | 30.50 | 10/7/2035 | | | | | 10/8/2025(6) | 10/6/2025 | | | | | 380,000 | 12,061,200 | | Thomas Leggett | 5/15/2024(5) | 5/7/2024 | 156,829 | 239,371 | 14.13 | 5/14/2034 | | | | | 3/20/2025(7) | 3/15/2025 | 16,687 | 72,313 | 8.33 | 3/19/2035 | | | | | 3/20/2025(6) | 3/15/2025 | | | | | 59,000 | 1,872,660 | | Jason Hoitt | 4/15/2024(5) | 4/8/2024 | 110,416 | 154,584 | 12.21 | 4/14/2034 | | | | | 8/15/2024(5) | 8/15/2024 | 21,666 | 43,334 | 14.25 | 8/14/2034 | | | | | 3/20/2025(7) | 3/15/2025 | 11,250 | 48,750 | 8.33 | 3/19/2035 | | | | | 6/16/2025(7) | 6/16/2025 | 11,250 | 78,750 | 11.70 | 6/15/2035 | | | | | 3/20/2025(6) | 3/15/2025 | | | | | 40,000 | 1,269,600 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested ($)(1) | | Edward M. Kaye, M.D. | 4/2/2018(8) | 10/17/2017 | 542,801 | | 0.60 | 4/2/2028 | | | | | 12/12/2018(9) | 10/22/2018 | 468,382 | | 2.19 | 12/12/2028 | | | | | 3/25/2020(9) | 3/25/2020 | 197,000 | | 20.25 | 3/24/2030 | | | | | 3/15/2022(7) | 3/15/2022 | 288,750 | 19,250 | 20.34 | 3/14/2032 | | | | | 12/7/2022(7) | 12/7/2022 | 125,287 | 41,763 | 7.07 | 12/6/2032 | | | | | 3/15/2023(7) | 3/15/2023 | 146,437 | 66,563 | 9.15 | 3/14/2033 | | | | | 3/27/2024(7) | 3/27/2024 | 69,562 | 89,438 | 14.17 | 3/26/2034 | | | | | 3/20/2025(10) | 3/15/2025 | 37,500 | | 8.33 | 3/19/2035 | | | | | 3/15/2023(6) | 3/15/2023 | | | | | 71,000 | 2,253,540 | | | 3/27/2024(6) | 3/27/2024 | | | | | 78,750 | 2,499,525 | | | 3/27/2024(11) | 3/27/2024 | | | | | 26,250 | 833,175 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (1) The market value of unvested equity awards is calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 31, 2025, which was $31.74. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (2) The option was granted under the 2019 Plan, and 1/12th of the shares subject to the option vest on each-quarter anniversary of the vesting commencement date, subject to the executive’s continued service to us. The options are also subject to double trigger acceleration as described in greater detail under “—Change of Control and Severance Agreements” below. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (3) The option was granted under the 2019 Plan and vested on the earlier of (i) the one-year anniversary of the grant date and (ii) the date of the next annual stockholder meeting, in each case, so long as the non- employee director continued to provide service to us through such date. All the shares subject to the option are fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (4) The option was granted under the 2019 Plan, and 1/12th of the shares subject to the option vest on each one-month anniversary of the vesting commencement date, subject to Mr. Smith’s continued service as our Interim Chief Executive Officer. The shares subject to the option were subject to acceleration upon the earlier of (i) the commencement of service of a permanent chief executive officer and (ii) a Corporate Transaction (as defined in the 2019 Plan). |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (5) The option was granted under the 2019 Plan, and 1/4th of the shares subject to the option vest on the one-year anniversary of the vesting commencement date, and 1/48th of the shares subject to the option vest monthly thereafter. The shares subject to the option are also subject to double trigger acceleration as described in greater detail under “—Change of Control and Severance Agreements” below. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (6) The RSUs were granted under the 2019 Plan, and 1/4th of the RSUs vest on each one-year anniversary of the vesting commencement date, subject to the executive’s continued service to us. The RSUs are also subject to double trigger acceleration as described in greater detail under “—Change of Control and Severance Agreements” below. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (7) The option was granted under the 2019 Plan, and 1/48th of the shares subject to the option vest on each one-month anniversary of the vesting commencement date, subject to the executive’s continued service to us. The shares subject to the option are also subject to double trigger acceleration as described in greater detail under “—Change of Control and Severance Agreements” below. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (8) The option was granted under the 2014 Plan, and 1/4th of the shares subject to the option vested on the one-year anniversary of the vesting commencement date and an additional 1/48th vested monthly thereafter, subject to the executive’s continued service to us. All the shares subject to the option are now fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (9) The option was granted under the 2014 Plan, and 1/48th of the shares subject to the option vested on each one-month anniversary of the vesting commencement date, subject to the executive’s continued service to us. All the shares subject to the option are now fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (10) The option was granted under the 2019 Plan and vested as to 4,500 shares per month until the shares were fully vested. All the shares subject to the option are now fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (11) The PSUs were granted under the 2019 Plan and vested based on achievement of certain milestone performance metrics established by our Compensation Committee. The remaining 26,250 PSUs are only subject to the executive’s continued service to us. See the section entitled “—2024 PSUs” above for additional information. The PSUs are also subject to double trigger acceleration as described in greater detail under “—Change of Control and Severance Agreements” below. |
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 officers (“PEOs”) and non-PEO named executive officers and our performance for the fiscal years listed below. Our 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 | Summary Compensation Table Total for PEO 11 ($) | Summary Compensation Table Total for PEO 21 ($) | Compensation Actually Paid to PEO 11 ($) | Compensation Actually Paid to PEO 21 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on: TSR ($) | Net Income ($ Thousands) | | 2025 | 3,234,043 | 27,031,655 | 10,570,860 | 31,050,352 | 2,050,165 | 9,562,605 | 343.88 | (6,885) | | 2024 | 5,612,120 | — | 7,524,361 | — | 3,494,912 | 3,359,671 | 119.50 | (88,981) | | 2023 | 3,533,210 | — | 1,117,069 | — | 1,623,244 | 847,883 | 56.99 | (104,699) |
Pay Versus Performance
| 1. | Edward M. Kaye, M.D. (“PEO 1”) served as our PEO from January 1, 2023 thru March 19, 2025. Ian F. Smith (“PEO 2”) served as our PEO starting March 19, 2025 and is our current PEO. The individuals comprising the non-PEO named executive officers for each year presented are listed below. |
Pay Versus Performance
| 2023 | 2024 | 2025 | | Stephen J. Tulipano, CPA | Thomas E. Leggett | Thomas E. Leggett | | Barry S. Ticho, M.D., Ph.D., FACC | Barry S. Ticho, M.D., Ph.D., FACC | Jason Hoitt |
Pay Versus Performance
| 2. | 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 our named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the non-PEO named executive officers 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 1 ($) | Exclusion of Stock and Option Awards for PEO 1 ($) | Inclusion of Equity Values for PEO 1 ($) | Compensation Actually Paid to PEO 1 ($) | | 2025 | 3,234,043 | (2,497,658) | 9,834,476 | 10,570,860 |
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock and Option Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2025 | 27,031,655 | (25,625,067) | 29,643,764 | 31,050,352 |
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 | 2,050,165 | (1,240,443) | 8,752,883 | 9,562,605 |
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 1 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 1 ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 1 ($) | Total - Inclusion of Equity Values for PEO 1 ($) | | 2025 | — | 7,671,833 | 562,610 | 1,600,033 | — | — | 9,834,476 | | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) | | 2025 | 24,970,159 | 479,693 | 3,961,921 | 231,991 | — | — | 29,643,764 | | 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 ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 4,263,023 | 3,939,428 | 332,952 | 217,480 | — | — | 8,752,883 |
Pay Versus Performance
| 4. | The comparison assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year, in the Company. Historical stock performance is not necessarily indicative of future stock performance. |
NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO named executive officers, and our cumulative TSR over the three most recently completed fiscal years.
Named Executive Officer Compensation Actually Paid and Net Income
Named Executive Officer Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO named executive officers, and our Net Income during the three most recently completed fiscal years.