DEF 14A of Assembly Biosciences, Inc.
Filed Apr 22, 2026 · FY20250001193125-26-170417
Executive Compensation
| | Element of Compensation | Purpose | Relevant Performance Metric | Fixed or Variable? | | Annual/Short Term Incentives | Base Salary | Provide competitive compensation based on individual performance and level of responsibility associated with position | N/A | Fixed | | | Annual Performance-based Cash Bonus | Provide a short-term annual performance-based cash incentive opportunity through a bonus plan that is based upon achievement of established performance goals | Both Company-wide and individual goals | Variable | | Long-Term Incentive | Long-term Equity Incentive Awards | Provide long-term incentive opportunities in the form of equity awards in order to retain those individuals with the leadership abilities necessary for increasing long-term stockholder value while aligning their interests with our stockholders’ interests | Equity awards to our NEOs vest over multiple years, which incentivizes performance because the value of equity awards is tied to the market value of our common stock | Variable |
Proposal No. 1: Election of Directors
Proposal No. 1: Election of Directors Our Bylaws provide that the number of our directors is to be within a range of three to ten, with the exact number set by the Board. Our Board currently consists of ten directors. Our non-executive Chairman of the Board, William R. Ringo, Jr., will not stand for re-election and will retire from the Board at the end of his current term. Mr. Ringo will be succeeded in his role as Chairman by another of our non-executive Board members, Anthony Altig, effective June 4, 2026. Immediately following the Annual Meeting, the number of directors constituting the full Board will be reduced to nine. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director. Tomas Cihlar, Ph.D. and Robert D. Cook II have been designated to serve on the Board by Gilead Sciences, Inc. (Gilead) pursuant to the terms of an Investor’s Rights Agreement entered into between us and Gilead (the Investor’s Rights Agreement) in connection with our collaboration with Gilead. Each of the director nominees was previously elected by the stockholders. Directors are elected by a majority of the votes cast in the election of such director, requiring that the number of votes cast “for” a director nominee exceed the number of votes cast “against” that director nominee.
Nominees for Director
Nominees for Director The Nominating and Governance Committee has recommended, and the Board has approved, the nomination of each of Anthony E. Altig, Tomas Cihlar, Ph.D., Gina Consylman, Robert D. Cook II, Sir Michael Houghton, Ph.D., Lisa R. Johnson-Pratt, M.D., Susan Mahony, Ph.D., John G. McHutchison, A.O., M.D. and Jason A. Okazaki to serve as a director of our Company. The Board has determined that all of these nominees for director, other than Dr. Cihlar, Mr. Cook and Mr. Okazaki, are independent as determined in accordance with the rules of the Nasdaq Stock Market (the Nasdaq listing rules). There are no family relationships among any of our nominees for director or executive officers. The respective names, ages, lengths of service on our Board and brief biographical summaries of our nominees for director are as follows. For more information regarding the experience, qualifications, attributes and skills of the director nominees, see the matrix on page 19.
Nominees for Director
| Name | Age | Director Since | Business Experience | | Anthony E. Altig | 70 | 2012 | Mr. Altig joined our Board in January 2012 and, effective June 4, 2026, Mr. Altig will become our non-executive Chairman of the Board. From 2008 until his retirement in December 2017, Mr. Altig was the Chief Financial Officer of Biotix Holdings, Inc., a company that manufactures microbiological consumables, which was acquired by Mettler Toledo in September 2017. From 2004 to 2007, Mr. Altig served as the Chief Financial Officer of Diversa Corporation (subsequently Verenium Corporation), a public company developing specialized industrial enzymes. Prior to joining Diversa, Mr. Altig served as the Chief Financial Officer of Maxim Pharmaceuticals, Inc., a public biopharmaceutical company. Mr. Altig formerly served as a director and chairman of the audit committee of TearLab Corporation (formerly OccuLogix, Inc.), an eyecare technology company that was a public company until it was taken private in July 2020, and as a director of MultiCell Technologies, Inc. and Optimer Pharmaceuticals, Inc., a pharmaceutical company that was a public company until its acquisition by Cubist Pharmaceuticals, Inc. in October 2013. Mr. Altig received his B.B.A. in business from the University of Hawaii at Manoa and is a Certified Public Accountant (inactive). Because of these and other professional experiences, Mr. Altig possesses particular knowledge and experience in finance and accounting, financial audit, public company board service, corporate governance and corporate operations that strengthen the Board’s collective qualifications, skills and experience. He has |
Nominees for Director
| Name | Age | Director Since | Business Experience | | | | | extensive management and financial expertise and has served on the boards of several public pharmaceutical and healthcare companies. Based on these qualifications and his alignment with our business focus and strategy, our Board believes Mr. Altig should serve as a director. | | Tomas Cihlar, Ph.D. | 59 | 2023 | Dr. Cihlar joined our Board in December 2023. Dr. Cihlar was designated to serve on the Board pursuant to the terms of the Investor’s Rights Agreement between us and Gilead. Dr. Cihlar has served in a series of positions of increasing responsibility with Gilead since 1994. Most recently, Dr. Cihlar has served as Gilead’s Senior Vice President, Virology since October 2021. Prior to that, Dr. Cihlar was Gilead’s Vice President, Research Virology from August 2015 until October 2021. Dr. Cihlar has served on a number of advisory boards and committees, as well as on the editorial boards of Antiviral Therapy and Antiviral Research. Dr. Cihlar received his M.Sc. in biotechnology and bioengineering from the Institute of Chemical Technology in Prague, Czech Republic and his Ph.D. from the Institute of Organic Chemistry and Biochemistry in Prague, Czech Republic. Because of these and other professional experiences, Dr. Cihlar possesses particular knowledge and experience in infectious diseases, antiviral research, and drug discovery and development that strengthen the Board’s collective qualifications, skills and experience. Among other experiences, qualifications, attributes and skills, Dr. Cihlar’s extensive experience working in the infectious disease field, leadership of numerous antiviral discovery programs leading to novel drug candidates and contributions to multiple successful filings leading to regulatory approvals, as well as oversight of research programs and strategies in HIV, hepatitis, herpes, respiratory and emerging viral infections, led to the conclusion of the Board that he should serve as a director due to our business focus and strategy. | | Gina Consylman | 54 | 2020 | Ms. Consylman joined our Board in October 2020. Since April 2026, Ms. Consylman has served as Head of Portfolio Analytics, Head of Corporate Strategy (interim) and R&D, Chief Financial Officer (interim) at Takeda Pharmaceutical Company Limited (Takeda). Prior to that, Ms. Consylman served as Chief Financial Officer and Chief Operating Officer of R&D at Takeda from May 2024 until April 2026. Prior to that, Ms. Consylman served as Head, R&D Strategy & External Innovation and R&D Chief Financial Officer at Takeda from June 2023 until May 2024. Prior to joining Takeda, Ms. Consylman served as Chief Financial Officer of Vedere Bio II, Inc. from April 2022 until April 2023. Prior to that, Ms. Consylman served as Chief Financial Officer of bluebird bio, Inc. (bluebird bio) from November 2021 until April 2022. Prior to her service as Chief Financial Officer of bluebird bio, Ms. Consylman served as the Chief Financial Officer of bluebird bio’s Severe Genetic Disease business. Prior to joining bluebird bio, from November 2017 until July 2021, Ms. Consylman served as Senior Vice President, Chief Financial Officer of Ironwood Pharmaceuticals, Inc. (Ironwood). From September 2017 until November 2017, Ms. Consylman was Ironwood’s interim |
Nominees for Director
| Name | Age | Director Since | Business Experience | | | | | Chief Financial Officer, from August 2015 until November 2017, she served as Ironwood’s Vice President of Finance and Chief Accounting Officer and from June 2014 until July 2015, she served as Ironwood’s Vice President, Corporate Controller and Chief Accounting Officer. Prior to joining Ironwood, Ms. Consylman served as Vice President, Corporate Controller and Principal Accounting Officer of Analogic Corporation from February 2012 until June 2014. Prior to that, Ms. Consylman served in various roles of increasing responsibility at Biogen Inc. from November 2009 until February 2012, culminating in her role as Senior Director, Corporate Accounting. Prior to that, Ms. Consylman served as Corporate Controller at Varian Semiconductor Equipment Associates, Inc. From October 2018 until November 2021, Ms. Consylman served on the board of directors and as chair of the audit committee of Verastem, Inc., a public company. Ms. Consylman received her B.S. in accounting from Johnson & Wales University and a M.S. in taxation from Bentley University. Ms. Consylman is a Certified Public Accountant. Because of these and other professional experiences, Ms. Consylman possesses particular knowledge and experience in finance and accounting, financial audit, public company board service, corporate governance and corporate operations that strengthen the Board’s collective qualifications, skills and experience. She has extensive management and financial expertise and has served on the board of directors of Verastem, Inc. Based on these qualifications and her alignment with our business focus and strategy, the Board believes Ms. Consylman should serve as a director. | | Robert D. Cook II | 67 | 2024 | Mr. Cook joined our Board in March 2024. Mr. Cook was designated to serve on the Board pursuant to the terms of the Investor’s Rights Agreement between us and Gilead. Mr. Cook has served as Vice President, Risk Governance and Audit at Gilead since March 2012. Prior to joining Gilead, Mr. Cook served as Vice President, Internal Audit and Risk Management at Yahoo Inc. from October 2006 until March 2012. Prior to that, Mr. Cook served as Vice President, Internal Audit at Chiron Corporation from 2005 until 2006. Prior to that, Mr. Cook worked at KPMG LLP from 1994 to 1997 and served as a Partner at KPMG LLP from 1997 until 2005. Mr. Cook holds an M.B.A. from the University of Southern California and a B.S. in Accounting from Indiana University and is a Certified Public Accountant (inactive). Because of these and other professional experiences, Mr. Cook possesses particular knowledge and experience in risk management, process and controls, and internal audit that strengthen the Board’s collective qualifications, skills and experience. Among other experiences, qualifications, attributes and skills, Mr. Cook’s extensive risk management and internal audit experience led to the conclusion of our Board that he should serve as a director due to our business focus and strategy. |
Nominees for Director
| Name | Age | Director Since | Business Experience | | Sir Michael Houghton, Ph.D. | 75 | 2021 | Sir Michael Houghton, Ph.D. joined our Board in July 2021. Since 2010, Dr. Houghton has served as the La Ka Shing Professor in the Department of Medical Microbiology and Immunology at the University of Alberta. Dr. Houghton is also the director of the La Ka Shing Applied Virology Institute. Dr. Houghton has also served as Chief Scientific Officer at Applied Pharmaceutical Innovation in Canada since 2023 and has served as CEO of Aurora Vaccines Inc., a private start-up in Canada, since 2013. In 2020, Dr. Houghton was jointly named the 2020 Nobel Prize winner in Physiology or Medicine along with Harvey J. Alter and Charles M. Rice in recognition of the discovery of hepatitis C virus (HCV). Between 2010 and 2018, Dr. Houghton was also the Canada Excellence Research Chair in Virology at the University of Alberta. Prior to joining the University of Alberta, Dr. Houghton served as Chief Scientific Officer at Epiphany Biosciences, Inc. (Epiphany) from 2007 until 2009. Before joining Epiphany, Dr. Houghton served as Vice President, Hepatitis C and Virology Research at Novartis Vaccines & Diagnostics, Inc. (Novartis). Prior to that, Dr. Houghton served in a number of positions of increasing responsibility at Chiron Corporation (Chiron) from 1982 until 2006. Dr. Houghton serves as the Chairman of Aurora Vaccines, Inc. and also serves as a director of Egerio Pharmaceuticals, Inc., Avisgasvax, Inc., Heka Pharmaceuticals, Achyls, Inc., Prophysis, Inc. and Alcuranex, all private Canadian startup companies. Dr. Houghton received his B.Sc. in Biological Sciences from the University of East Anglia and his Ph.D. in Biochemistry from King’s College at the University of London and was awarded an Honorary Doctorate of Sciences from the University of East Anglia. Because of these and other professional experiences, Dr. Houghton possesses particular knowledge and experience with our business and industry, as well as in innovation and academia. He has scientific training, extensive experience in the pharmaceutical industry, and has served on the boards of several private pharmaceutical companies. Based on these qualifications and his alignment with our business focus and strategy, the Board believes Dr. Houghton should serve as a director. | | Lisa R. Johnson-Pratt, M.D. | 62 | 2021 | Dr. Johnson-Pratt was elected to our Board in May 2021. Dr. Johnson-Pratt has served as Chief Commercial Officer of Aspen Neuroscience since January 2026. Prior to that, Dr. Johnson-Pratt served as Executive Vice President, Therapeutic Program Lead at Aspen Neuroscience from October 2024 until January 2026. Prior to that, Dr. Johnson-Pratt served as Senior Vice President, Therapeutic Program Lead at Aspen Neuroscience from January 2024 until October 2024. Also, since September 2019, Dr. Johnson-Pratt has served as a founder, and since June 2020, as Biotechnology, Cell and Gene Therapy Strategic Commercial Advisor, of Ananias Ventures. From November 2020 until May 2022, Dr. Johnson-Pratt served as Senior Vice President, Commercial of Ionis Pharmaceuticals, Inc. (Ionis). Prior to that, Dr. Johnson-Pratt served as Senior Vice President of Akcea Therapeutics, Inc. (Akcea) from March 2020 until Ionis’s |
Nominees for Director
| Name | Age | Director Since | Business Experience | | | | | acquisition of Akcea, which was consummated in October 2020. Prior to that, Dr. Johnson-Pratt served as Vice President of Global Franchise Operations at GlaxoSmithKline plc (GSK) from January 2018 until July 2019, and from June 2015 until July 2019, she served as GSK’s Head, Pipeline and Oncology Commercial Strategy. From 2013 until 2015, Dr. Johnson-Pratt was the Global Marketing Director at Stiefel Laboratories, Inc. Dr. Johnson-Pratt worked for Merck & Co., Inc. from 2004 until 2013, in a series of positions of increasing responsibility, culminating in her role as Business Unit Director (Mature Brands). Dr. Johnson-Pratt served on the board of directors of Tracon Pharmaceuticals, Inc., then a public company, from March 2021 until July 2024. Dr. Johnson-Pratt earned a B.S. in science from Howard University, a Diploma of Pharmaceutical Medicine from the Royal College of Physicians, and an M.D. from Howard University. Because of these and other professional experiences, Dr. Johnson-Pratt possesses particular knowledge and experience with the medical and pharmaceutical industries. She has medical training and extensive commercial experience in the pharmaceutical industry. Based on these qualifications and her alignment with our business focus and strategy, the Board believes Dr. Johnson-Pratt should serve as a director. | | Susan Mahony, Ph.D. | 61 | 2017 | Dr. Mahony joined our Board in December 2017. From 2011 until her retirement in August 2018, Dr. Mahony served as Senior Vice President and President of Oncology at Eli Lilly & Co. (Lilly) and was a member of the executive committee at Lilly. Prior to that, from 2000 until 2011, Dr. Mahony served in a variety of leadership roles at Lilly, including Senior Vice President Human Resources and Diversity, President and General Manager Lilly Canada, and Executive Director Global Development. Dr. Mahony worked in sales and marketing at Bristol-Myers Squibb Company from 1995 to 2000, at Amgen Limited from 1991 to 1995, and at Schering Plough from 1989 to 1991. Dr. Mahony has served on the board of directors of four public companies in the last five years. Dr. Mahony has served on the board of directors of Zymeworks, Inc. since June 2019, and on the board of directors of Axsome Therapeutics, Inc. since October 2023, and she served on the board of directors of Vifor Pharma from May 2019 until August 2022 and Horizon Therapeutics plc from August 2019 until October 2023. Dr. Mahony earned a B.Sc. and Ph.D. in pharmacy and was awarded an Honorary Doctorate from Aston University, and she earned an M.B.A. from London Business School. Because of these and other professional experiences, Dr. Mahony possesses particular knowledge and experience in corporate functions and company operations that strengthen the Board’s collective qualifications, skills and experience. She has extensive management experience at public pharmaceutical companies and has served on the boards of both public and private companies. Based on these qualifications and her alignment with our business focus and strategy, the Board believes Dr. Mahony should serve as a director. |
Nominees for Director
| Name | Age | Director Since | Business Experience | | John G. McHutchison, A.O., M.D. | 68 | 2019 | Dr. McHutchison joined our Board in August 2019. Dr. McHutchison has served as the Chief Executive and Chairman of the Board of Tune Therapeutics, Inc. since March 2025. Prior to that, he served as the Chief Executive Officer and President of Velia Inc. from July 2023 until March 2025. Prior to that, Dr. McHutchison served as our Chief Executive Officer and President from August 2019 until he stepped down in December 2022. Prior to joining us, Dr. McHutchison was the Chief Scientific Officer and Head of Research and Development at Gilead. Prior to joining Gilead in 2010, Dr. McHutchison worked at Duke University Medical Center, where he served as Associate Director of the Duke Clinical Research Institute. He also held the positions of Professor of Medicine in the Division of Gastroenterology at Duke University Medical Center, Associate Director at Duke Clinical Research Institute and Co-Director of the Duke Clinical and Translational Science Awards. Prior to his positions at Duke University, Dr. McHutchison spent nearly ten years at Scripps Clinic, most recently as Medical Director, Liver Transplantation. He also previously held an Assistant Professorship in Medicine at the University of Southern California. In June 2018, Dr. McHutchison was appointed an Officer of the Order of Australia in recognition of his distinguished service to medical research in gastroenterology and hepatology. Dr. McHutchison has undergraduate degrees in medicine and surgery from the University of Melbourne in Australia and completed his residency in internal medicine and fellowship in gastroenterology at the Royal Melbourne Hospital. He is a member of the Royal Australasian College of Physicians. Dr. McHutchison served on the board of directors of Metacrine, Inc., then a public company, from February 2020 until December 2023. Because of these and other professional experiences, Dr. McHutchison possesses extensive knowledge of our business and industry, as well as significant experience in senior leadership, clinical development, innovation and technology development, corporate operations and academia. He is an internationally recognized leader in infectious, liver and gastrointestinal diseases and demonstrated strong leadership at Gilead, where he led the successful filing of numerous New Drug Applications across multiple therapeutic areas, including curative treatments for chronic HCV and therapies for chronic hepatitis B. Based on these qualifications and his alignment with our business focus and strategy, our Board believes Dr. McHutchison should serve as a director. | | Jason A. Okazaki | 50 | 2023 | Mr. Okazaki has served on our Board and as our Chief Executive Officer and President since January 2023. Prior to his promotion to Chief Executive Officer and President, Mr. Okazaki served as our President and Chief Operating Officer from August 2022 until January 2023. Mr. Okazaki served as our Chief Operating Officer from August 2021 until August 2022. Prior to that, Mr. Okazaki served as our Chief Legal and Business Officer from March 2020 until his promotion to Chief Operating Officer in August 2021. Prior to joining us, Mr. Okazaki served in a series of positions of |
Nominees for Director
| Name | Age | Director Since | Business Experience | | | | | increasing responsibility in Gilead’s legal department from 2006 until March 2020, culminating in his role as Senior Vice President, Legal, and Assistant Secretary. While at Gilead, Mr. Okazaki advised on strategic transactions, corporate governance, SEC matters and operational matters. He also led the Asia and Latin America legal organizations. Prior to joining Gilead, Mr. Okazaki was a senior associate at Skadden, Arps, Slate, Meagher & Flom LLP, where he represented companies in connection with mergers, acquisitions and corporate finance matters. Mr. Okazaki received a B.A. in Economics from Stanford University and a J.D. from U.C. College of the Law, San Francisco (formerly known as U.C. Hastings College of the Law). Because of these and other professional experiences, Mr. Okazaki possesses extensive knowledge of our business and industry. He has significant experience in senior leadership, strategy, finance, complex strategic transactions, corporate governance, business operations and corporate law. Based on these qualifications and his alignment with our business focus and strategy, the Board believes Mr. Okazaki should serve as a director. |
Nominees for Director
Assuming a quorum is present, directors will be elected by the affirmative vote of the majority of the votes cast (meaning the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” that nominee). All elected nominees will serve until the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified or, if sooner, until the director’s death, resignation or removal. If any current director receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, our Corporate Governance Guidelines require that person to promptly tender his or her written resignation to the Chairman of the Board within five days following the certification of the vote. Abstentions and broker non-votes are not considered votes cast for the election of directors and will have no effect on the election of nominees. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NINE NAMED NOMINEES FOR DIRECTOR.
Board Committees
* Chairman of the Board until June 3, 2026 ** Chairman of the Board effective June 4, 2026 † Committee Chair + “Audit Committee Financial Expert” as defined in Item 407(d) of Regulation S-K ‡ Mr. Ringo is not standing for re-election to the Board. Audit Committee The Audit Committee oversees: our corporate accounting and reporting practices; our systems of internal accounting and financial controls; the quality and integrity of our financial statements and reports; the qualifications, independence and performance of the independent registered public accounting firm engaged as our independent outside auditors; cybersecurity; and our processes for assessing key strategic, operational and compliance risks. Our Audit Committee is also responsible for reviewing and approving all related person transactions, including transactions with executive officers and directors, for potential conflicts of interests. At the direction of the Nominating and Governance Committee, the Audit Committee conducts an annual performance evaluation of itself and reports to the Board on the results of such evaluation. Our Audit Committee charter requires that the Audit Committee have at least three independent directors. Our Audit Committee currently consists of Mr. Altig (Chair), Ms. Consylman and Mr. Ringo. The Board annually reviews the Nasdaq listing rules’ definition of independence for Audit Committee members and has determined that Mr. Altig, Ms. Consylman and Mr. Ringo are each independent under the Nasdaq listing rules for audit committee membership and within the meaning of Section 10A-3(b)(1) of the Exchange Act. Due to Mr. Ringo’s retirement from the Board as of the Annual Meeting, the Board will appoint a director that meets the Nasdaq and Exchange Act requirements to serve as the third member of the Audit Committee. The Board has also determined that Mr. Altig and Ms. Consylman each qualify as an “audit committee financial expert” as that term is defined in Item 407(d) of Regulation S‑K promulgated by the SEC. In making that determination, the Board relied on the past experience of Mr. Altig and Ms. Consylman. The Board made a qualitative assessment of Mr. Altig’s level of knowledge and experience based on several factors, including his experience as the chief financial officer of several public companies and having been a certified public accountant. The Board made a qualitative assessment of Ms. Consylman’s level of knowledge and experience based on a number of factors, including her past roles as Chief Financial Officer and Chief Operating Officer, R&D at Takeda, Head, R&D Strategy & External Innovation and R&D Chief Financial Officer of Takeda, Chief Financial Officer of Vedere Bio II, Inc., bluebird bio, bluebird bio’s Severe Genetic Disease business and Ironwood Pharmaceuticals and the series of accounting and finance roles of increasing responsibility at Ironwood Pharmaceuticals, Analogic, Biogen and Varian Semiconductor Equipment Associates, her past role as the audit committee chair at Verastem, Inc. and her experience as a certified public accountant at Ernst & Young LLP. Compensation Committee The purpose of our Compensation Committee is to approve and evaluate our compensation plans, policies and programs applicable for the Company’s senior employees and non-employee Board members. In carrying out these responsibilities, our Compensation Committee reviews all components of executive officer compensation for consistency with our Compensation Committee’s primary objectives of attracting and retaining key management personnel, driving long-term strategic values and enhancing stockholder value. The Compensation Committee charter specifies that the Compensation Committee will, among other things: • take actions with respect to the compensation of the Company's senior employees, including its executive officers; • approve and administer all incentive compensation plans, including all equity plans, performance-based cash incentive plans, severance plans and similar plans; • approve the appointment, hiring, promotion and removal of any C-Level employees, Senior Vice Presidents, Vice Presidents and other employees subject to Section 16 of the Exchange Act (together, the Executive Officers), and approve all employment agreements to be entered into between the Company and its C-Level employees; • determine, review and approve the compensation of the Company’s executive officers, including, but not limited to, annual base salaries, annual cash-based incentive awards, equity awards and any other compensation, retention, benefit, severance or perquisite arrangements; • in consultation with our management team, recommend to the Board a set of corporate goals and objectives, weighted to reflect the goals' relative importance to the achievement of our goals, measured over a 12-month period; • review our executive compensation practices periodically to determine whether they are properly coordinated and to establish, oversee and periodically review policies for the administration of our executive compensation program; • annually approve a peer group of companies to use as one of several datapoints to inform our compensation program; • oversee succession planning with respect to the Chief Executive Officer and other C-Level employees; • oversee our strategies related to human capital management; • review and discuss with management the Compensation Discussion and Analysis (CD&A) and related disclosures to be included in our proxy statement, as and if required by SEC rules and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included; • if required by SEC rules and regulations, oversee production of the annual Compensation Committee Report for inclusion in the Company's proxy statement; and appoint, compensate and oversee the work of an independent compensation consultant to assist the Compensation Committee in carrying out its duties. The charter for our Compensation Committee requires the committee to have at least two independent members, subject to the Nasdaq listing rules. Our Compensation Committee currently consists of Dr. Mahony (Chair), Ms. Consylman and Mr. Ringo. Our Board has determined that Dr. Mahony, Ms. Consylman and Mr. Ringo are each independent under the Nasdaq listing rules for compensation committee membership and that each is a “non-employee director” as defined in Rule 16b‑3 promulgated under the Exchange Act. Under the Compensation Committee charter, the Compensation Committee may, in its discretion, delegate its duties to a subcommittee consisting of one or more of its members and delegate authority to specified executive officers to review and approve the compensation of non-executive officer employees. At the direction of the Nominating and Governance Committee, the Compensation Committee conducts an annual performance evaluation and reports to the Board on its results. The charter of the Compensation Committee grants the Compensation Committee full authority to obtain, at our expense, advice and assistance from compensation consulting firms, legal counsel and other advisors as it deems appropriate to assist it in the evaluation of the compensation of directors, the principal executive officer or the other executive and non-executive officers of the Company, and the fulfillment of its other duties. Nominating and Governance Committee
Director Compensation
Director Compensation Our directors play a critical role in guiding our strategic direction and overseeing the management of our Company. The many responsibilities and risks and the substantial time commitment of being a director require that we provide adequate compensation commensurate with our directors’ workload and opportunity costs. Non-employee directors receive a combination of annual cash retainers and equity awards in amounts that correlate to their responsibilities and levels of Board participation, including service on Board committees. Mr. Okazaki does not receive separate compensation for service as a director because he is a Company employee. Neither Dr. Cihlar nor Mr. Cook, as Gilead designees to the Board, receive compensation for their service on the Board. The following table sets forth the annual cash compensation payable to our non-employee directors in 2025.
Director Compensation
| Director Position | Annual Cash Compensation(1) | | All Non-Employee Directors | $45,000 | | Chair of the Board | $85,000 | | Audit Committee Chair | $20,000 | | Audit Committee Members (other than Chair) | $10,000 | | Chair of Compensation Committee | $15,000 | | Compensation Committee Members (other than Chair) | $7,500 | | Chair of Nominating & Governance or Science and Technology Committees | $10,000 | | Nominating & Governance or Science and Technology Committee Members (other than Chair) | $5,000 |
Director Compensation
The annual cash compensation that we paid to Board members was based on their positions on the Board or the committees of the Board, and we do not compensate the Board members on a per meeting basis. The amounts reflected in the table were in effect for 2025. In 2025, upon appointment or election to the Board, each new non-employee director appointed or elected to serve on the Board would have been granted options to purchase 7,000 shares of our common stock, vesting over three years in three approximately equal installments on each anniversary of the date of grant. Each year, on the date of our annual meeting of stockholders, each non-employee director that is re-elected, other than Gilead designees, receives an equity award grant that vests in full upon the earlier of the first anniversary of the grant date and the next annual meeting of stockholders. The exercise price per share of equity awards that are options is the fair market value of a share of our common stock on the date of the grant of the option. All options have a term of ten years. Non-employee directors elected to serve on the Board at the 2025 Annual Meeting were granted options to purchase 3,500 shares of our common stock. The following table sets forth information regarding cash and non-cash compensation earned by or paid to each of our non‑employee directors serving as directors during 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash | Option Awards(1)(2) | Total | | William R. Ringo, Jr. | $112,500 | $39,465 | $151,965 | | Anthony E. Altig | $70,000 | $39,465 | $109,465 | | Tomas Cihlar, Ph.D | $— | $— | $— | | Gina Consylman | $62,500 | $39,465 | $101,965 | | Robert D. Cook II | $— | $— | $— | | Michael Houghton | $50,000 | $39,465 | $89,465 | | Lisa Johnson-Pratt | $55,000 | $39,465 | $94,465 | | Susan Mahony, Ph.D. | $65,000 | $39,465 | $104,465 | | John G. McHutchison, A.O., M.D | $55,000 | $39,465 | $94,465 |
Director Compensation
(1) As of December 31, 2025, our non‑employee directors held the following unexercised options to purchase shares of our common stock: Mr. Ringo, 14,581 shares; Mr. Altig, 14,581 shares; Ms. Consylman, 12,498 shares; Dr. Houghton, 12,082 shares; Dr. Johnson-Pratt, 12,082 shares; Dr. Mahony, 14,789 shares; and Dr. McHutchison, 111,246 shares, which includes unexercised options granted in connection with his former employment with the Company. Dr. Cihlar and Mr. Cook, as Gilead designees, do not receive option grants in connection with their appointments to, or service on, the Board. The reported amounts in the table above represent the aggregate grant date fair value of the options granted in 2025 computed in accordance with Financial Accounting Standards Boards (FASB) Accounting Standards Codification Topic 718, Compensation—Stock Compensation (ASC Topic 718). For a discussion of the assumptions used in calculating these values, see Notes 2 and 7 to the consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Proposal No. 4: Approval of Amendment NO. 3 to the ASSEMBLY BIOSCIENCES, INC. AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN
Proposal No. 4: Approval of Amendment NO. 3 to the ASSEMBLY BIOSCIENCES, INC. AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN
Background
Background On May 29, 2024, we adopted the Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan (the 2018 Plan). The 2018 Plan provides for the grant of equity awards to our employees, non-employee directors and consultants and it is necessary to have sufficient shares of common stock available under the 2018 Plan to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board, the Compensation Committee and/or the Chief Executive Officer pursuant to his Board-delegated authority. On March 29, 2026, the Compensation Committee approved annual equity awards to all eligible employees in the form of restricted stock units (RSUs). Due to the limited availability of shares under our equity compensation plans, which is discussed further below, our employees received 65% of these awards on March 29, 2026, with the remaining 35% of these awards, or 203,596 RSUs (the Remaining RSUs), to be issued subject to stockholder approval of this proposal. We also expect to issue an additional 51,000 stock options under the 2018 Plan (the Board Options) at the Board meeting immediately following the Annual Meeting in connection with the re-election of six non-employee directors who have not been designated to serve on the Board by Gilead Sciences, Inc. as part of the ordinary course of operations of our non-employee director compensation program. As of April 10, 2026, there was insufficient share availability under our equity compensation plans to grant the Board Options and the Remaining RSUs. The reason for this shortfall was the financing that we completed in August 2025 (the 2025 Financing), in which we raised approximately $175 million through (1) the issuance, in an underwritten offering, of 5,591,840 shares of common stock, pre-funded warrants to purchase up to 1,040,820 shares of common stock (the Pre-Funded Warrants), and accompanying Class A and Class B warrants to purchase up to an aggregate of 6,632,660 shares of our common stock, 255,103 of which have been exercised and (2) the issuance, in a private placement with Gilead, 2,295,920 shares of common stock and accompanying Class A and Class B warrants to purchase up to an aggregate of up to 1,147,960 shares of our common stock. The 2025 Financing more than doubled our number of outstanding shares, when including the Pre-Funded Warrants from the 2025 Financing. Because the 2025 Financing took place after our 2025 Annual Meeting of Stockholders (the 2025 Annual Meeting), where we received stockholder approval to increase the number of shares reserved for issuance under the plans, the approved share increase was less than half of what would have been requested as a result of the outstanding share number following the 2025 Financing. Specifically, at the 2025 Annual Meeting, our stockholders approved a 375,000 share increase (approximately 5% of the then 7,637,553 million outstanding shares). However, after completion of the 2025 Financing, as of April 10, 2026, there were 16,933,428 million shares of common stock outstanding, including the Pre-Funded Warrants, of which the 375,000 shares would only have represented 2.2% of our outstanding shares. Had the 2025 Financing taken place before the 2025 Annual meeting, we would have requested 5.0% of the then outstanding shares and been able to fully accommodate the Remaining RSUs and Board Options. As of April 10, 2026, there was only a total of approximately 33,265 shares of common stock available and unallocated under our equity compensation plans, of which 14,594 shares are solely issuable as inducement awards to new employees under our 2017 Inducement Award Plan, our 2019 Inducement Award Plan and our 2020 Inducement Award Plan, collectively. Since these 14,594 shares are not available for use as part of our compensation program for existing employees and directors, as of April 10, 2026, there were only approximately 18,671 shares of common stock available and unallocated for issuance under the 2018 Plan. With only 18,671 shares available to grant the Board Options and the Remaining RSUs totaling 254,596 shares, we are requesting approximately 236,000 additional shares to cover these grants, in addition to a standard annual increase of the number of shares reserved for issuance under the 2018 Plan for future equity grants. As a result, on March 25, 2026, the Board, upon the recommendation of the Compensation Committee and subject to the approval of our stockholders at the Annual Meeting, approved Amendment No. 3 to the 2018 Plan (the Plan Amendment) to increase the number of shares reserved under the 2018 Plan by 1,200,000 from 1,478,333 to 2,678,333, or approximately 7.0% of our outstanding shares, including the Pre-Funded Warrants issued in August 2025, or approximately 7.6% of our outstanding shares, excluding the Pre-Funded Warrants as of April 10, 2026. This number does not include the separate 225,000 share pool from which all grants under the supplemental retention grant program were made in June 2025.
Purpose
Purpose The purpose of the 2018 Plan is to encourage ownership in the Company by our employees, directors and consultants and our affiliates whose long-term employment by, or service to, us is considered essential to our continued progress. Our culture of ownership aligns the interests of equity award recipients and stockholders and also permits award recipients to share in our success alongside our stockholders. The 2018 Plan provides an essential component of the total compensation package offered to our employees and other participants. It reflects the importance that we place on both motivating and retaining employees and other 2018 Plan participants to achieve superior results over the long term and rewarding our employees and other 2018 Plan participants based on long-term achievements. We strongly believe that our equity compensation program and emphasis on employee and non-employee director stock ownership have been integral to building and retaining a strong employee and director base. We also believe these programs have contributed to our continued pipeline progress, research discovery efforts to identify new indications and investigational product candidates, nominations of development candidates and advancement of these product candidates into clinical studies and serve as valuable motivation for our employees as we seek to achieve superior research performance and clinical development results in the future. All of our, and our affiliates’, employees, directors and our consultants are eligible to participate in the 2018 Plan. The purpose of the Plan Amendment is to increase the number of shares reserved for issuance under the 2018 Plan by 1,200,000 shares to enable the grants of the Remaining RSUs and Board Options, as well as future equity to our employees. We believe the ability to grant market-competitive equity awards is a necessary and powerful recruiting and retention tool for us as we compete with others in our industry to attract and retain the quality and number of personnel we need to continue the forward momentum of our business. Our employees are critical to the continued research aimed at broadening our pipeline and the clinical and preclinical development of the product candidates currently in our pipeline. We believe that 1,200,000 shares is a modest increase that will be sufficient to (1) grant the Remaining RSUs, (2) grant the Board Options, (3) meet our potential hiring needs and (4) grant future equity awards. The 2018 Plan, as amended by the Plan Amendment, will also underpin one of our core compensation philosophies, Pay for Performance, by giving our employees and other participants the opportunity to share in our long-term success and motivate the creation of long-term stockholder value through equity compensation. As has historically been our practice, we anticipate seeking stockholder approval of another increase to the shares reserved for issuance under the 2018 Plan at our 2027 Annual Meeting.
Rationale
Rationale We believe you should vote to approve the Plan Amendment for the following reasons: • Issuing the Remaining RSUs is critical to providing appropriate equity grants to our employees in 2026. Because the 2025 Financing, which increased our outstanding shares by 9,183,683 up to a total of 16,933,428 shares outstanding, including the Pre-Funded Warrants, was completed after the 2025 Annual Meeting, the share increase under the 2018 Plan approved last year was not sufficient to complete our 2026 equity grants. As a result, if the Plan Amendment is not approved, each of our employees will receive 35% fewer shares than initially intended. This reduction in equity could jeopardize our ability to retain employees, including our executive team, who are essential to our continued discovery and development efforts The ability to continue to make equity grants helps us avoid unnecessary business disruption. If the Plan Amendment is not approved, we may have to restructure existing compensation programs for reasons not directly related to the achievement of our business objectives, particularly to offset the loss of the Remaining RSUs. Such restructuring will likely necessitate the replacement of components of compensation to be awarded in equity with cash, which would divert our cash reserves away from our research and development activities and our clinical studies, which would shorten our cash runway and negatively impact the progress of our product candidates and research and development activities, and in turn, impair stockholder value. We believe that such actions would be highly disruptive to both our business and our employees. In addition, this replacement of equity compensation with cash may not necessarily align employee interests with those of stockholders as effectively as equity. We are committed to sound equity compensation practices. We recognize that equity compensation awards dilute stockholder equity and must be used prudently. We strive to align our compensation practices with industry norms among our peer group described in this proxy statement under “Executive Compensation—Executive Summary—How We Determine Executive Compensation—Role of the Compensation Committee; Oversight of Executive Compensation—Peer Group Process.” We believe our use of equity has consistently been responsible and mindful of stockholder interests. • Equity awards align the interests of management with those of stockholders. We believe the grant of equity awards are effective tools to align management and stockholder interests, as management only realizes value from these awards if our stock price appreciates or meaningful performance metrics are achieved, respectively. • Our overhang, assuming stockholder approval of the Plan Amendment, would align with market practices. Our overhang, including the Pre-Funded Warrants is 11.2%, and is well below market practices. The addition of 1,200,000 shares under the Plan Amendment would increase our overhang to 18.3%, which would fall between the 25th and 50th percentile of our peer group. • The 2018 Plan contains provisions that protect stockholder interests. The 2018 Plan contains features designed to strongly align the interests of our employees and directors with those of our stockholders, including a minimum vesting requirement of one year for all time-vesting awards that are made to employees, subject to acceleration in the event of death, disability, retirement, separation of service or a Corporate Transaction (as described below), and a minimum vesting requirement of the earlier of (1) one year and (2) the next annual meeting of the stockholders for time-based vesting awards that are made to non-employee directors, subject to acceleration in the event of death, disability or a Corporate Transaction. The 2018 Plan also has no automatic acceleration of vesting provisions upon a Corporate Transaction unless the equity awards are not assumed in connection with the Corporate Transaction. The 2018 Plan also does not permit repricing of equity awards without stockholder approval. • Equity compensation helps us to retain talent. A talented, motivated and effective management team and workforce are essential to our continued progress. Equity compensation is an important component of our total compensation because we believe it will incentivize managers and employees to think and act like owners. Our employees are our most valuable assets, and the equity awards granted under the 2018 Plan are vital to our ability to both attract and retain outstanding and highly skilled team members. Of the 554,158 shares of common stock underlying equity awards granted in 2025, approximately 96% were issued for awards to existing employees and 4% were issued to non-employee directors. We plan to continue our practice of providing meaningful annual performance awards and retention award grants, as necessary, to existing employees to ensure continued alignment with our stockholders. We believe that our stockholders’ long-term interests are best served by maintaining these equity compensation practices. If the Plan Amendment is not approved by stockholders, retaining the best talent will be increasingly difficult, as the number of shares available and unallocated under the 2018 Plan is projected to fall below the number of shares of common stock that we will need to grant annual equity awards to employees in 2027 at levels targeted prior to 2026. We recruit and seek to retain employees in highly competitive labor markets and need to provide competitive compensation arrangements to attract and retain talent. The San Francisco Bay Area, where we are headquartered and where 71% of our employees are located, is among the most competitive markets in the world for hiring, particularly for life sciences and biotechnology companies. To continue to attract and retain an experienced and highly educated workforce with the skills necessary to advance our programs, we need to offer competitive compensation packages consisting of attractive cash and equity components. Our Compensation Committee has retained Alpine Rewards, LLC (Alpine) to serve as an independent outside compensation consultant. In this capacity, Alpine analyzes compensation information from a comparative group of biotechnology companies and provides us with recommendations regarding these compensation packages. Our current equity-cash mix aligns employee incentives with stockholder gains. Our employee compensation consists of base salary payable in cash, annual performance-based cash bonuses and long-term incentives in the form of equity awards. Our annual long-term performance equity incentive award grants are typically a combination of stock options and RSUs; however, due to the lack of shares available for issuance under the 2018 Plan as a result of the 2025 Financing, our equity awards in 2026 were delivered entirely in RSUs. In addition, in certain circumstances, the Compensation Committee may consider other equity awards under the 2018 Plan, including restricted stock, SARs and dividend equivalent rights.
2023 – 2025 Burn Rate and Outstanding Awards Overhang
| Burn Rate | 2023 | 2024 | 2025 | | Stock options granted | 190,591 | 220,165 | 275,225 | | Time-based full value shares granted | 15,936 | 25,353 | 53,933 | | Performance-based full value shares vested | 22,626(1) | 34,844(1) | —(1) | | Total equity awards | 229,153 | 280,362 | 329,158 | | Weighted average common shares outstanding | 4,577,371 | 6,004,560 | 11,210,934 | | Burn rate(2) | 5.0% | 4.7% | 2.9% | | Total equity awards cancelled | 104,498 | 140,978 | 19,950 | | Net burn rate(3) | 2.7% | 2.3% | 2.8% |
2023 – 2025 Burn Rate and Outstanding Awards Overhang
| | Number of Performance-Based RSUs | | Nonvested as of December 31, 2022 | 86,882 | | Vested | (22,626) | | Forfeited | (13,540) | | Nonvested as of December 31, 2024 | 50,716 | | Vested | (34,844) | | Forfeited | (40) | | Nonvested as of December 31, 2024 | 15,832 | | Granted | 225,000 | | Nonvested as of December 31, 2025 | 240,832 |
2023 – 2025 Burn Rate and Outstanding Awards Overhang
| Current Overhang (As of April 10, 2026) | | | Total number of shares of common stock subject to outstanding stock options(1) | 1,170,904 | | Weighted-average exercise price of outstanding stock options | $43.05 | | Weighted-average remaining term of outstanding stock options | 6.1 | | Total number of shares of common stock subject to outstanding time-based full value awards(2) | 461,339 | | Total number of shares of common stock subject to outstanding performance-based full value awards | 225,000 | | Total number of shares of common stock subject to outstanding stock options and outstanding full value awards(1)(2) | 1,857,243 | | Total number of shares of common stock available for grant under our equity compensation plans(3) | 33,265 | | Total overhang | 1,890,508 | | Total number of shares of common stock outstanding | 15,892,608 | | Total overhang percentage | 11.9% | | Total number of shares of common stock outstanding inclusive of pre-funded warrants(4) | 16,933,428 | | Total overhang percentage inclusive of pre-funded warrants | 11.2% | | Total overhang, assuming stockholder approval of the Plan Amendment | 3,090,508 | | Total overhang percentage inclusive of pre-funded warrants, assuming stockholder approval of the Plan Amendment | 18.3% | | Per-share closing price of common stock as reported on Nasdaq Global Select Market | $28.42 |
Material Terms of the Amended Plan
Material Terms of the Amended Plan The following is a summary of the principal provisions of the 2018 Plan. A copy of the proposed 2018 Plan Amendment is attached as Appendix A. A copy of the proposed 2018 Plan, assuming stockholder approval of the Plan Amendment (as amended, the Amended Plan), is attached as Appendix B, with proposed deletions indicated by strike-out and proposed revisions to be made to the 2018 Plan in the Amended Plan indicated by bold, underlined text. The following description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to Appendix B. Capitalized terms used in this summary and not otherwise defined will have the meanings ascribed to such terms in the Amended Plan. Purpose of the Amended Plan. The purpose of the Amended Plan is to enable us to (1) issue the Remaining RSUs and grant the Board Options and (2) encourage ownership in the Company by employees, directors and consultants of the Company and its affiliates whose long-term employment by or involvement with the Company is considered essential to our continued progress and, thereby, aligning the interests of the award recipients and stockholders and permitting the award recipients to share in our success. The Amended Plan provides an essential component of the total compensation package offered to our employees and other plan participants. It reflects the importance we place on motivating employees and other plan participants to achieve superior results over the long-term and paying employees and other plan participants based on such achievements. We strongly believe that our equity compensation programs and emphasis on employee and non-employee director stock ownership have been integral to our progress and that a continuation of, and emphasis on, those programs is necessary for us to achieve superior performance in the future. All of our employees, directors who are independent under the Nasdaq listing rules and consultants and those of our affiliates are eligible to participate in the Amended Plan. Types of Awards. The Amended Plan provides for the grant of non-qualified and incentive stock options (Options), SARs, dividend equivalent rights, unrestricted stock, restricted stock, RSUs or other rights or benefits under the Amended Plan (collectively, Awards). Shares Subject to the Amended Plan. No more than 2,678,333 shares of common stock may be issued pursuant to Awards under the Amended Plan, which number does not include the separate 225,000 share pool from which all grants under the supplemental retention grant program were made in June 2025. The number of shares available for Awards, as well as the terms of outstanding Awards, are subject to adjustment as provided in the Amended Plan for stock splits, stock dividends, recapitalizations and other similar events. Each share of common stock subject to an Award granted pursuant to the Amended Plan will reduce the aggregate number of shares available under the Amended Plan by one share of common stock. Any shares of common stock that again become available for issuance under the Amended Plan due to a forfeiture, expiration or cancellation of an Award (or if the Award otherwise becomes unexercisable) will generally be added back to the aggregate plan limit of the Amended Plan in this same manner and such shares will again be available for subsequent Awards, except as prohibited by law. In the event any Option or other Award granted under the Amended Plan is exercised through the tendering of shares of common stock (either actually or through attestation) or withholding shares of common stock, or in the event tax withholding obligations are satisfied by tendering or withholding shares of common stock, any shares of common stock so tendered or withheld shall not again be available for awards under the Amended Plan. Shares of Common Stock subject to a SAR granted pursuant to Section 6(k) of the Amended Plan that are not issued in connection with cash or stock settlement of the exercise of the SAR shall not again be available for award under the Amended Plan. Shares of common stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options shall not be available for awards under the Amended Plan. Director Compensation Limit. The Amended Plan provides that the grant date value of all Awards awarded under the Amended Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year shall not exceed $1,000,000. Administration. The Amended Plan will be administered by the Board or a committee designated by the Board (the Committee), which committee is constituted in such a manner as to satisfy the applicable laws and to permit such grants and related transactions under the Amended Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. Currently, the Compensation Committee generally serves as the Committee specified in the Amended Plan and acts as the administrator thereunder; however, the Board delegated authority to our Chief Executive Officer acting as a committee of one to serve as the administrator in the context of granting awards under the Amended Plan to newly hired employees or in connection with promotions to individuals that are not Section 16 officers, direct reports of the Chief Executive Officer or above the level of Vice President. Awards granted by the Chief Executive Officer are limited to a preset range prepared in consultation with our Compensation Consultant and consistent with our compensation philosophy. We refer to the entity or individual administering the Amended Plan as the Administrator. Subject to the terms of the Amended Plan, the Administrator has express authority to determine the employees, directors or consultants who will receive Awards, the number of shares of common stock or other consideration to be covered by each Award, and the terms and conditions of Awards. The administrator has broad discretion to prescribe, amend and rescind rules relating to the Amended Plan and its administration, to interpret and construe the Amended Plan and the terms of all Award agreements, and to take all actions necessary or advisable to administer the Amended Plan or to effectuate its purposes. Subject to the terms of the Amended Plan, the administrator may accelerate the vesting of any Award, allow the exercise of unvested Awards, and may modify, replace, cancel or renew any Award. Indemnification. We will indemnify and defend members of the Committee and their delegates to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Amended Plan, or any Award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within 30 days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to us, in writing, the opportunity at our expense to defend the same.
Material Terms of the Amended Plan
Minimum Vesting. Time-based awards granted to employees under the Amended Plan are subject to a one-year minimum vesting requirement other than in the case of death, disability, retirement, separation of service or a Corporate Transaction. Time-based awards granted to directors under the Amended Plan may not vest until the earlier of one year from the grant date and the next annual meeting of the stockholders, other than in the case of death, disability or a Corporate Transaction. Eligibility. The Administrator may grant Options that are intended to qualify as incentive stock options (ISOs) only to employees of the Company or an affiliate that is a “parent corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code, and may grant all other Awards to any employee, director or consultant. The Amended Plan and the discussion below use the term “Grantee” to refer to the holder of an Award, or the shares of common stock issuable or issued upon exercise, vesting or settlement of an Award, under the Amended Plan. As of April 10, 2026, 83 individuals are currently eligible to participate in the 2018 Plan, including four executive officers, 72 employees who are not executive officers and six non-employee, non-Gilead designated directors. At this time, we do not have any plans to make future grants to consultants. Options. Options granted under the Amended Plan provide Grantees with the right to purchase shares of common stock at a predetermined exercise price. The Administrator may grant Options that are intended to qualify as ISOs or Options that do not so qualify (Non-Qualified Stock Options). To qualify as ISOs, Options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to ISOs that first become exercisable by a Grantee in any one calendar year. Exercise Price of Options. The exercise price of ISOs granted to Grantees who own more than ten percent of the common stock of the Company or an affiliate on the grant date of the ISO may not be less than 110% of the fair market value of the shares of common stock subject to the ISO on the grant date. The exercise price of all other Options may not be less than 100% of the fair market value of the shares of common stock subject to the Option on the grant date. Exercise of Options. To the extent exercisable in accordance with the applicable Award agreement, each Option may be exercised in whole or in part, and from time to time during its term, subject to earlier termination relating to a Grantee’s termination of continuous service. With respect to Options, the Administrator has the discretion to accept payment of the exercise price by any of the following methods (or any combination of them): cash or check in U.S. dollars, promissory note with such recourse, interest, security and redemption provisions as the Administrator determines, surrender of shares of common stock, broker assisted exercise, with respect to Options that are not ISOs, by net exercise or by past or future services rendered to the Company or an affiliate. No more than 2,678,333 shares of common stock may be granted in the form of incentive stock options. Prohibition on Repricing. Except in connection with certain corporate adjustment events, we may not, without stockholder approval, amend an Award granted under the Amended Plan to reduce the Award’s exercise price per share, cancel and regrant new Awards with lower prices per share than the original price per share of the cancelled Awards, or cancel any Awards in exchange for cash or the grant of replacement Awards with an exercise price that is less than the exercise price of the original Awards, essentially having the effect of a repricing. Restricted Stock and Restricted Stock Units. The Administrator may grant (1) shares of restricted stock that are forfeitable until certain vesting requirements are met and (2) RSUs that represent the right to receive payment, in cash or in shares of common stock or other securities or a combination thereof, subject to the passage of time and continuous service or the attainment of performance criteria as established by the Administrator. The Administrator has discretion to determine the terms and conditions under which a Grantee’s interests in restricted stock and RSUs become vested and non-forfeitable. Unrestricted Stock. The Administrator may grant unrestricted stock in lieu of paying cash compensation. Dividend Equivalent Rights. The Administrator may grant awards of dividend equivalent rights, which entitle the Grantee to compensation measured by dividends paid with respect to shares of common stock. Income Tax Withholding. As a condition for the issuance of shares of common stock pursuant to Awards, the Amended Plan requires the Grantee to make such arrangements as we may require for satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award or the issuance of shares of common stock. Subject to approval by the Administrator, Grantees may elect to have their tax withholding obligations satisfied by tendering previously owned shares of common stock or authorizing the Company to withhold shares of common stock to be issued pursuant to exercise or vesting. Any shares held back to satisfy such tax withholding will not be available for future issuance under the Amended Plan. Transferability. Unless the Administrator provides otherwise, in its sole discretion, no Award may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator.
Material Terms of the Amended Plan
Certain Corporate Transactions. Effective upon the consummation of a Corporate Transaction, all outstanding Awards under the Amended Plan shall terminate unless they are assumed or replaced in connection with the Corporate Transaction. To the extent all outstanding Awards granted under the Amended Plan terminate, except as may be otherwise expressly provided in the relevant Award Agreement, all Awards with solely time-based vesting that are not vested and/or exercisable immediately prior to the effective time of the Corporate Transaction shall become fully vested and exercisable as of immediately prior to the effective time of the Corporate Transaction and all Awards with conditions and restrictions relating to the attainment of performance goals shall be deemed to vest and become nonforfeitable as of the Corporate Transaction as provided in the relevant Award Agreement or if not provided for in the relevant Award Agreement shall be deemed to vest and become nonforfeitable as of the Corporate Transaction assuming the higher of (a) achievement of all relevant performance goals at the “target” level (prorated based upon the length of time within the performance period that has elapsed prior the Corporate Transaction or partial achievement of the performance goals), or (b) actual achievement of all relevant performance goals as of the date of such Corporate Transaction. In the event of such termination of the Awards, the Company shall have the option (in its sole discretion) to (1) make or provide for a payment, in cash or in kind, to the Grantees holding Options and SARs, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of Shares subject to outstanding Options and SARs and (B) the aggregate exercise price of all such outstanding Options and SARs (provided that, in the case of an Option or SAR with an exercise price equal to or more than the Sale Price, such Option or SAR shall be cancelled for no consideration); or (2) permit each Grantee, within a specified period of time prior to the consummation of the Corporate Transaction as determined by the Administrator, to exercise all outstanding Options and SARs (to the extent then exercisable including due to acceleration as contemplated by Section 13(a) of the Amended Plan if the Awards are not assumed or replaced) held by such Grantee as of immediately prior to the effective time of the Corporate Transaction. In the event of a termination of Awards pursuant to Section 13(a) of the Amended Plan, the Company shall also have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the Grantees holding other Awards in an amount equal to the Sale Price multiplied by the number of vested Shares under such Awards. For purposes of Section 13(a) of the Amended Plan, “Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share pursuant to a Corporate Transaction. The Administrator has the authority, exercisable either in advance of any actual or anticipated Corporate Transaction or at the time of an actual Corporate Transaction and exercisable at the time of the grant of an Award under the Amended Plan or any time while an Award remains outstanding, to provide for the full or partial automatic vesting and exercisability of one or more outstanding unvested Awards under the Amended Plan and the release from restrictions on transfer and repurchase or forfeiture rights of such Awards in connection with a Corporate Transaction on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the subsequent termination of the continuous service of the Grantee within a specified period following the effective date of the Corporate Transaction. The Administrator may provide that any Awards so vested or released from such limitations in connection with a Corporate Transaction shall remain fully exercisable until the expiration or sooner termination of the Award. Any ISOs accelerated in connection with a Corporate Transaction shall remain exercisable as an ISO under the Code only to the extent the $100,000 limitation of Section 422(d) of the Code is not exceeded. “Corporate Transaction” means any of the following transactions, provided, however, that the Administrator shall determine under (4) and (5) whether multiple transactions are related, and its determination shall be final, binding and conclusive: (1) a merger or consolidation in which we are not the surviving entity, except for a transaction the principal purpose of which is to change the state in which we are incorporated; (2) the sale, transfer or other disposition of all or substantially all of our assets; (3) the complete liquidation or dissolution of the Company; (4) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which we are the surviving entity but (A) the shares of common stock outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than 50% of the total combined voting power of our outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger; or (5) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of our outstanding securities. Term of the Amended Plan; Amendments and Termination. The term of the Amended Plan is ten years from May 29, 2024, except that no ISOs may be granted after March 13, 2034. This is an extension of the term of the plan, which originally terminated on May 30, 2028, with no ISOs to be granted after April 5, 2028. The Board may, from time to time, amend, alter, suspend, discontinue or terminate the Amended Plan; provided, that any amendment to increase the number of shares of common stock available for Awards under the Amended Plan and certain other amendments will be subject to stockholder approval. Additionally, no amendment, suspension or termination of the Amended Plan shall materially and adversely affect Awards already granted unless it relates to an adjustment pursuant to certain transactions that change our capitalization or it is otherwise mutually agreed between the Grantee and the Administrator. Notwithstanding the foregoing, the Administrator may adopt such amendments to the Amended Plan and the applicable award agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (1) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (2) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. SEC Registration. The company intends to file with the SEC a registration statement on Form S-8 covering all of the shares of common stock issuable pursuant to the Plan Amendment.
New Plan Benefits
| | Time-Based RSUs | | | Name and Position | Dollar Value(1) | Number of Awards | | Jason A. Okazaki Chief Executive Officer and President | $1,442,315 | 50,750 | | William E. Delaney IV, Ph.D. Chief Scientific Officer | $397,880 | 14,000 | | Anuj Gaggar, M.D., Ph.D. Chief Medical Officer | $397,880 | 14,000 | | All current executive officers, as a group | $2,635,955 | 92,750 | | All current directors who are not executive officers, as a group | $— | — | | All current employees who are not executive officers, as a group | $3,150,243(2) | 110,846 |
Existing Plan Benefits
| Name and Position | Options | Time-Based RSUs | Performance-Based RSUs | | Jason A. Okazaki Chief Executive Officer and President | 103,123 | 94,250 | 38,380 | | William E. Delaney IV, Ph.D. Chief Scientific Officer | 87,788 | 26,000 | 13,705 | | Anuj Gaggar, M.D., Ph.D. Chief Medical Officer | 24,200 | 26,000 | 13,705 | | All current executive officers, as a group | 278,008 | 172,250 | 79,495 | | All current directors who are not executive officers, as a group | 127,072 | — | — | | All current employees who are not executive officers, as a group | 413,995 | 261,458 | 145,505 |
Equity Compensation Plan Information
Equity Compensation Plan Information The following table sets forth information as of December 31, 2025 regarding shares of common stock that may be issued under our equity compensation plans:
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights(1) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by our stockholders | 1,368,993(2) | $23.71 | 479,093(3) | | Equity compensation plans not approved by our stockholders | 10,679,161(4) | $20.66 | 14,594(5) | | Total | 12,048,154 | | 493,687 |
Equity Compensation Plan Information
(1) The weighted average exercise price is calculated solely based on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price. (2) This number includes the following: 15,196 shares subject to stock options granted under the 2010 Plan; 205,462 shares subject to outstanding awards granted under the 2014 Plan, of which 204,692 were subject to outstanding stock options and 770 were subject to outstanding time-based RSUs; and 1,148,335 shares subject to outstanding awards granted under the 2018 Plan, of which 822,690 were subject to outstanding stock options, 84,813 were subject to outstanding time-based RSUs and 240,832 were subject to outstanding performance-based RSUs. This number excludes purchase rights currently accruing under the Assembly Biosciences, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (ESPP). (3) This number includes: no shares under the 2010 Plan, which has been frozen; 9,606 shares available for issuance under the 2014 Plan; 383,390 shares available for issuance under the 2018 Plan; and 86,097 shares reserved for issuance under the ESPP. (4) This number includes 50,452 shares subject to outstanding stock options granted under the 2017 Inducement Plan; 41,666 shares subject to stock options granted under the 2019 Inducement Plan; and 58,746 shares subject to outstanding options granted under the 2020 Inducement Plan; and 10,528,297 warrants granted in offerings in June 2024 and August 2025. (5) This number includes: 14,589 shares available for issuance under the 2017 Inducement Plan, no shares under the 2019 Inducement Plan and 5 shares available for issuance under the 2020 Inducement Plan.
Equity Compensation Plan Information
Equity Compensation Plan Information For the information included in our equity compensation plan information table, see page 43 above.
Compensation Philosophy and Best Practices
| What We Do | What We Don’t Do | | Annual Say on Pay vote | No guaranteed performance bonuses | | Annual performance-based cash bonus opportunities tied to Company-wide and individual performance | No excise tax gross ups | | Equity grants with multi-year vesting requirements | No pension, deferred compensation or special retirement plans for executives | | Entirely independent Compensation Committee | No special health or welfare benefits | | Utilize an independent compensation consultant Double-trigger severance and equity acceleration rights | No hedging or pledging of our stock No significant perquisites provided to our NEOs | | Clawback policy | No stock option repricing without stockholder pre-approval |
At-Risk and Long-Term Pay
At-Risk and Long-Term Pay To implement our compensation philosophy, the Compensation Committee has determined that the primary elements of our employees’, including our NEOs’, compensation should consist of base salary, annual performance-based cash bonuses and long-term equity incentive awards, which the Compensation Committee uses to create a pay mix designed to meet the goals of our compensation philosophy. The pay mix emphasizes “at-risk” compensation in the form of (1) long-term equity awards and (2) annual performance-based cash bonuses based on the achievement of (a) Board-approved Company-wide objectives weighted to reflect their relative importance to the achievement of our goals and (b) for all employees other than our Chief Executive Officer, individual performance objectives, which include certain department, group and/or team objectives applicable to the participants, tailored to responsibilities of each of our employees, including our NEOs. As a result, a substantial portion of the 2025 compensation paid to each of our NEOs—73%, 58% and 58% for Mr. Okazaki, Dr. Delaney and Dr. Gaggar, respectively—consisted of “at-risk” compensation.
Role of the Compensation Committee; Oversight of Executive Compensation
Role of the Compensation Committee; Oversight of Executive Compensation The Compensation Committee develops and supervises the implementation of our compensation philosophy. The Compensation Committee also has direct responsibility for reviewing and approving the compensation of our Chief Executive Officer and each of our other executive officers, including our NEOs. To assist the Compensation Committee in determining compensation of our other executive officers, including our other NEOs, the Chief Executive Officer makes recommendations to the Compensation Committee as to the specific elements (i.e., base salary, annual performance-based cash bonus and long-term equity incentive awards) of compensation. The Chief Executive Officer does not make recommendations, and is not present for discussions, regarding his own compensation. We generally review our compensation practices on an annual basis over the course of several meetings of the Compensation Committee and the Board. The first step in the process is for the Compensation Committee, with the support of management and representatives from Alpine Rewards, LLC (Alpine), the Compensation Committee’s independent outside compensation consultant, to review trends in biotech compensation practices and recommend a list of peer companies to be used as a reference point in this compensation review process. The peer group determination process is detailed below in “—Peer Group Process.” Our Chief Executive Officer, our Chief Human Resources Officer and our General Counsel, in addition to representatives from Alpine, regularly attend portions of the Compensation Committee meetings to provide analysis, information and recommendations regarding various human resources and compensation matters. Members of management do not participate in the Compensation Committee’s executive sessions unless invited by the Compensation Committee to provide specific information during these closed sessions. The Chief Executive Officer is not present for any discussion of, deliberation on, or votes related to, his compensation. The Compensation Consultant The Compensation Committee initially retained Alpine to serve as its independent compensation consultant in June 2022. Alpine’s fees are paid by us but approved by the Compensation Committee. In connection with its retention for the 2025 compensation cycle, Alpine analyzed and provided advice on, among other things, the composition of our peer group, annual performance-based cash bonuses, long-term equity incentive awards as both a portion of annual compensation and as a retention tool, compensation packages for employees promoted to the VP-level, annual compensation for employees at the VP-level and above, compensation trends in the biotech industry and applicable public disclosures regarding our compensation programs. The Compensation Committee assessed Alpine’s independence and determined that the work that Alpine performed did not raise any conflicts of interest in 2025. In making this assessment, the Compensation Committee considered the independence factors enumerated in Rule 10C-1(b) under the Exchange Act, including the following factors: (1) Alpine did not provide any other services to us; (2) evaluating the level of fees Alpine received as a percentage of Alpine’s firm revenues; (3) Alpine’s internal policies and procedures to prevent conflicts of interest and protect independence; (4) the Alpine representatives that provided advice to the Compensation Committee neither owned any of our stock nor had any business or personal relationships with members of the Compensation Committee or our executive officers; and (5) the Compensation Committee was unaware of any relationship that may have existed between our executive officers and Alpine. The Compensation Committee continues to monitor Alpine's independence at least annually. Peer Group Process As part of its analysis for 2025, Alpine collected and analyzed compensation information in August 2024 from a peer group comprised of a comparative group of biotech companies approved by the Compensation Committee. The list of peer companies is evaluated and approved annually by the Compensation Committee at its third quarter meeting based upon input from Alpine and management to ensure that our peer group (1) includes companies that are similar in terms of stages of development, headcount and market capitalization, (2) appropriately represents the type of companies competing with us to attract and retain talent and (3) reflects our current and future business objectives and strategy. In August 2024, with assistance from Alpine and management, the Compensation Committee revised the peer group for reference in connection with making 2025 compensation decisions and approved a peer group consisting of publicly traded biopharmaceutical companies with the following characteristics: • U.S.-based development biopharmaceutical companies in Phase 1 and Phase 2 clinical development, with preference given to companies with similar therapeutic focus; • Companies with market capitalization ranging between $50 million to $350 million, with flexibility in valuation due to the Company’s then-current market capitalization of $92.8 million; • Companies with fewer than 150 full-time employees, consistent with our then-current profile based on approximately two times the Company’s then-current headcount of 70 employees; and • Companies located in similar “hub” locations to reflect the talent market. Due to the above criteria, several companies were either added to or removed from the peer group as a result of out-of-scope market capitalization, headcount or stage of development. Annexon, Inc., Bolt Biotherapeutics, Inc., Olema Pharmaceuticals, Inc., ORIC Pharmaceuticals, Inc. and Spruce Biosciences, Inc. were each members of our peer group in 2024, but were removed from the group for 2025. Based on the selection criteria, the Compensation Committee approved the revised peer group set forth below (the 2025 Peer Group) and used the 2025 Peer Group as one of multiple datapoints in determining 2025 compensation.
Role of the Compensation Committee; Oversight of Executive Compensation
* Added to 2025 Peer Group. After the Compensation Committee approves the list of peer companies, management and Alpine present the Compensation Committee with recommendations regarding proposed adjustments to compensation elements and a variety of supporting data, including comparative compensation information from the approved peer group. The Compensation Committee generally believes that to achieve our overall compensation-related goals, our compensation elements of base salary and annual performance-based bonus opportunities should target the 50th percentile of our peers and long-term equity incentive compensation should also target the 50th percentile of our peers. Despite targeting long-term equity incentive compensation at the 50th percentile of our peers, 2025 annual equity grant values resulted in our NEOs’ total direct compensation being at or below the 25th percentile of our peer group. For more information, see “Summary Compensation Table—Narrative Disclosure to Summary Compensation Table—Long-Term Equity Incentive Awards.” Notwithstanding the guidelines, the Compensation Committee may, in its discretion, set an individual NEO’s compensation above or below this level, based on an individual’s experience, criticality, amount of responsibility and either individual or Company-wide performance. These recommendations are presented to the Compensation Committee individually for each NEO. The recommendations for the NEOs are discussed with our Chief Human Resources Officer and Alpine. The Chief Executive Officer is not present for any discussion of, deliberation on, or votes related to, his compensation. The Compensation Committee then determines what, if any, adjustments to the compensation elements are appropriate for executive officers.
Summary Compensation Table
Summary Compensation Table The following table shows the total compensation earned by the NEOs in the last two fiscal years.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Jason A. Okazaki | 2025 | $647,500 | $661,671 | $573,574 | $585,000 | $15,242 | $2,482,987 | | Chief Executive Officer and President | 2024 | $626,250 | $— | $637,731 | $488,600 | $14,610 | $1,767,191 | | William E. Delaney IV, Ph.D. | 2025 | $511,325 | $236,274 | $199,263 | $302,800 | $15,242 | $1,264,904 | | Chief Scientific Officer | 2024 | $498,200 | $— | $196,225 | $254,000 | $15,042 | $963,467 | | Anuj Gaggar, M.D., Ph.D. | 2025 | $502,863 | $236,274 | $189,104 | $303,000 | $14,810 | $1,246,051 | | Chief Medical Officer | | | | | | | |
Summary Compensation Table
(1) The reported amounts represent the grant date fair value of the award, computed in accordance with FASB ASC Topic 718 disregarding any estimated forfeitures related to service-based vesting. For a discussion of the assumptions used in calculating these values, see Notes 2 and 7 to the consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2) Non-equity incentive plan compensation represents amounts earned as annual performance-based cash bonuses based on the achievement of Company-wide and individual performance goals and other factors deemed relevant by the Compensation Committee for the year indicated. For more information regarding the calculation of annual performance-based cash bonuses, see “—Narrative to Summary Disclosure Table—Annual Performance-Based Cash Bonus.” (3) “All Other Compensation” represents 401(k) matching contributions made by the Company and premiums paid for group term life insurance coverage greater than $50,000. Narrative Disclosure to Summary Compensation Table The three principal components of our executive compensation program are base salary, annual performance-based cash bonus and long-term equity incentive awards. Our Compensation Committee believes that each component of executive compensation must be evaluated and determined with reference to competitive market data, individual and Company-wide performance, recruiting and retention goals, internal equity and consistency, and other information that the Committee deems relevant. The Compensation Committee believes that in the biotech industry, stock option and/or other equity awards are a primary motivator in attracting and retaining executives, in addition to salary and cash incentive bonuses. The primary components of our compensation packages are detailed below.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table contains certain information concerning outstanding equity awards held by the NEOs as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | Option Awards | | | | Stock Awards | | | | | Name | 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 of Stock That Have Not Vested | 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 | | Jason A. Okazaki | 20,833 | —(1) | $180.60 | 3/26/2030 | — | — | — | — | | | 6,874 | —(1) | $51.96 | 3/29/2031 | — | — | — | — | | | 9,765 | 651(1) | $27.60 | 3/29/2032 | — | — | — | — | | | 17,361 | 3,472(1) | $24.12 | 8/01/2032 | — | — | — | — | | | 26,927 | 12,239(1) | $10.68 | 3/29/2033 | — | — | — | — | | | 28,437 | 36,563(1) | $13.30 | 3/29/2034 | — | — | — | — | | | — | 71,100(1) | $10.62 | 3/29/2035 | — | — | — | — | | | — | — | — | — | 651(2) | $22,141 | — | — | | | — | — | — | — | — | — | 2,604(3) | $88,562 | | | — | — | — | — | — | — | 38,380(4) | $1,305,304 | | William E. Delaney IV, Ph.D. | 8,333 | —(1) | $246.24 | 5/27/2030 | — | — | — | — | | | 5,624 | —(1) | $51.96 | 3/29/2031 | — | — | — | — | | | 7,813 | 519(1) | $27.60 | 3/29/2032 | — | — | — | — | | | 13,890 | 2,776(1) | $24.12 | 8/1/2032 | — | — | — | — | | | 8,020 | 3,646(1) | $10.68 | 3/29/2033 | — | — | — | — | | | 8,750 | 11,250(1) | $13.30 | 3/29/2034 | — | — | — | — | | | — | 25,500(1) | $10.62 | 3/29/2035 | — | — | — | — | | | — | — | — | — | 520(2) | $17,685 | — | — | | | — | — | — | — | — | — | 2,083(3) | $70,843 | | | — | — | — | — | — | — | 13,705(4) | $466,107 | | Anuj Gaggar, M.D., Ph.D. | 21,709 | 19,956(1) | $10.20 | 11/8/2033 | — | — | — | — | | | — | 24,200(1) | $10.62 | 3/29/2035 | — | — | — | — | | | — | — | — | — | — | — | 13,705(4) | $466,107 |
Outstanding Equity Awards at December 31, 2025
(1) These options vest and become exercisable 25% on the first anniversary of the grant date and the remainder over the next 36 months in approximately equal monthly installments, provided the executive officer continues to be employed with us through the applicable vesting date. For each of the options shown in the table, the grant date occurred 10 years prior to the expiration date. (2) These RSUs vested on March 29, 2026. (3) Reflects market-based RSUs granted on March 29, 2022 that will be earned if specified trading price metrics are met on or before the fourth anniversary of the grant date. As of March 29, 2026, the specified trading price metrics were not met and these RSUs were forfeited. Reflects performance-based RSUs granted on June 16, 2025 that will be earned if the Milestone is achieved by the end of 2027. As of April 10, 2026, none of the performance-based RSUs have vested.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance. Required Tabular Disclosure The following table discloses information on "compensation actually paid" to our principal executive officer (PEO) and, on average, to our other NEOs (non-PEO NEOs) during the specified years alongside total shareholder return (TSR).
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) | Total Shareholder Return Based on an Initial Fixed $100 Investment | Net Loss (in thousands) | | 2025 | $2,482,987 | $5,514,184 | $1,255,478 | $2,350,154 | $218.01 | $(6,122) | | 2024 | $1,767,191 | $2,147,925 | $895,502 | $1,078,074 | $101.15 | $(40,177) | | 2023 | $1,373,710 | $1,132,572 | $758,666 | $593,973 | $63.08 | $(61,228) |
Pay Versus Performance
(1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | Jason A. Okazaki | William E. Delaney IV, Ph.D. and Anuj Gaggar, M.D., Ph.D. | | 2024 | Jason A. Okazaki | William E. Delaney IV, Ph.D. and Nicole S. White, Ph.D. | | 2023 | Jason A. Okazaki | William E. Delaney IV, Ph.D. and Nicole S. White, Ph.D. |
Pay Versus Performance
(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K of the SEC rules and do not reflect compensation actually earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain required adjustments as described in footnote 3 below. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs for the applicable year as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718, using valuation assumptions and methodologies (including expected term, volatility, dividend yield and risk-free interest rates) that are generally consistent with those used to estimate the grant date fair value for purposes of our financial statements. The valuation assumptions used to calculate the equity fair values as of each measurement date differed materially from those disclosed at the time of grant only with respect to the fair value of the Company’s common stock as of each measurement date. Amounts in the Deductions: Stock and Option Awards column are the totals from the Stock and Option Awards columns set forth in the Summary Compensation Table.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO | Deductions: Stock and Option Awards | Fair Value of Shares Granted During the Year at 12/31 | Change in Fair Value of Prior Years' Awards (Unvested at 12/31) | Change in Fair Value of Prior Years' Awards Vested during Applicable Year | Compensation Actually Paid to PEO | | 2025 | $2,482,987 | $(1,235,245) | $3,334,170 | $864,890 | $67,382 | $5,514,184 | | 2024 | $1,767,191 | $(637,731) | $714,577 | $166,704 | $137,183 | $2,147,925 | | 2023 | $1,373,710 | $(306,100) | $272,345 | $(186,472) | $(20,912) | $1,132,572 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs | Deductions: Stock and Option Awards | Fair Value of Shares Granted During the Year at 12/31 | Change in Fair Value of Prior Years' Awards (Unvested at 12/31) | Change in Fair Value of Prior Years' Awards Vested during Applicable Year | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,255,478 | $(430,458) | $1,175,211 | $316,727 | $33,195 | $2,350,154 | | 2024 | $895,502 | $(183,961) | $206,128 | $81,774 | $78,631 | $1,078,074 | | 2023 | $758,666 | $(88,575) | $81,117 | $(142,012) | $(15,223) | $593,973 |
Relationships Between Compensation Actually Paid and Total Shareholder Return
Relationships Between Compensation Actually Paid and Total Shareholder Return The graph below reflects the relationship between “compensation actually paid” to the PEO, “average compensation actually paid” to the non-PEO NEOs and the Company’s cumulative TSR for the years ended December 31, 2025, 2024 and 2023.
Relationships Between Compensation Actually Paid and Net Loss
Relationships Between Compensation Actually Paid and Net Loss The graph below reflects the relationship between “compensation actually paid” to the PEO, “average compensation actually paid” to the non-PEO NEOs and the Company’s net income (loss) for the years ended December 31, 2025, 2024 and 2023. Equity Award Granting Practices Every year since 2017, we have made our annual equity grants on March 29, other than the 2020 annual equity grants made on March 27, which was the last business day prior to March 29. We issue these grants on March 29, because, with one exception since 2017, the grants have been made at least a week after the filing of our Annual Report on Form 10-K (Form 10-K), which typically cleanses our employees of material non-public information. The Committee does not take material nonpublic information into account when determining the grant date, vesting date or other terms and conditions of equity awards and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.