DEF 14A of Rapport Therapeutics, Inc.
Filed Apr 23, 2026 · FY20250001193125-26-171828
Nominees for Reelection as Class II Directors
Nominees for Reelection as Class II Directors James I. Healy, M.D., Ph.D. Dr. Healy has been a member of our Board since August 2023. Dr. Healy has served as Managing Partner of Sofinnova Investments, Inc. since June 2000. Dr. Healy has served on the boards of directors of ArriVent Biopharma, Inc. (Nasdaq: AVBP) since March 2023 and BioAge Labs, Inc. (Nasdaq: BIOA) since February 2024. Previously, Dr. Healy served on numerous public company boards of directors including Ascendis Pharma A/S (Nasdaq: ASND) from November 2014 to May 2022, Amarin Corporation PLC (Nasdaq: AMRN) from May 2008 to December 2016, Bolt Biotherapeutics, Inc. (Nasdaq: BOLT) from January 2021 to September 2024, CinCor Pharma, Inc. (Nasdaq: CINC, prior to its recent acquisition by AstraZeneca PLC) from May 2019 to February 2023, Coherus BioSciences, Inc. (Nasdaq: CHRS) from February 2014 to February 2022, Karuna Therapeutics, Inc. (Nasdaq: KRTX, prior to its recent acquisition by Bristol Myers Squibb Company) from June 2019 to March 2024, Iterum Therapeutics plc (Nasdaq: ITRM) from November 2015 to February 2020, ObsEva SA (Nasdaq: OBSEF) from August 2013 to May 2021, Natera, Inc. (Nasdaq: NTRA) from November 2014 until June 2025, Y-mAbs Therapeutics, Inc. (Nasdaq: YMAB) from November 2017 until September 2025, and NuCana PLC (Nasdaq: NCNA) from March 2014 to April 2022. He also previously served as a director on the board of the National Venture Capital Association (NVCA) and the board of the Biotechnology Industry Organization (BIO). Dr. Healy holds Bachelor of Arts degrees in molecular biology and Scandinavian studies from the University of California, Berkeley, and Doctor of Medicine and Doctor of Philosophy degrees in immunology from Stanford University School of Medicine. We believe that Dr. Healy is qualified to serve on our Board due to his extensive experience and leadership roles in the biopharmaceutical industry and expertise in healthcare investing. Robert J. Perez, M.B.A. Mr. Perez has been a member of our Board since November 2024. Mr. Perez has served as Senior Advisor of General Atlantic Service Company, L.P., a global growth equity firm, since January 2025. Prior to that, he was an Operating Partner at General Atlantic since January 2019. Prior to joining General Atlantic, Mr. Perez served as Managing Director of Vineyard Sound Advisors, LLC, a biopharmaceutical advisory practice, from March 2015 through January 2019. Mr. Perez also previously held numerous roles of increasing responsibility at Cubist Pharmaceuticals, Inc. (Nasdaq: CBST), a biopharmaceutical company, including most recently serving as Chief Executive Officer, until its acquisition by Merck & Co., Inc. in 2015. Mr. Perez previously served as a member of the boards of directors of Immunocore Holdings Plc (Nasdaq: IMCR) from September 2019 to September 2025, Third Harmonic Bio, Inc. (Nasdaq: THRD) from December 2021 to June 2024, Vir Biotechnology, Inc. (Nasdaq: VIR) from February 2017 to May 2024, AMAG Pharmaceuticals, Inc. (Nasdaq: AMAG) from February 2009 to June 2020, Zafgen Inc. (now Larimar Therapeutics, Inc. (Nasdaq: LRMR)) from September 2015 to May 2020, and Spark Therapeutics (Nasdaq: ONCE) from September 2015 to May 2020. Mr. Perez is also the founder and chairman of Life Science Cares, an organization that provides capital from the life sciences industry to non-profits working to alleviate the impact of poverty, and serves on the board of trustees of The Dana Farber Cancer Institute. Mr. Perez holds a Bachelor of Science degree in business from California State University, Los Angeles, and a Master of Business Administration from the Anderson Graduate School of Management at the University of California, Los Angeles. We believe Mr. Perez is qualified to serve on our Board because of his breadth of experience with biopharmaceutical and life sciences companies, and his extensive commercial and management experience. Raymond Sanchez, M.D. Dr. Sanchez has been a member of our Board since November 2024. Dr. Sanchez is currently a Senior Advisor at Bain Capital Life Sciences, a global investment firm. He previously served as Chief Medical Officer of Cerevel Therapeutics Holdings, Inc. (Nasdaq: CERE), a biopharmaceutical company, from January 2019 to August 2024 when it was acquired by AbbVie Inc. In August 2025, Dr. Sanchez joined the board of Alto Neuroscience (NYSE: ANRO). From November 2007 to January 2019, Dr. Sanchez held various roles of increasing responsibility at Otsuka Pharmaceutical Development & Commercialization, Inc., a privately-held healthcare company, most recently as Senior Vice President, Global Clinical Development beginning in November 2013. From June 2018 to January 2019, Dr. Sanchez concurrently served as Chief Medical Officer of Avanir Pharmaceuticals, Inc., a pharmaceutical company (later acquired by Otsuka America Pharmaceutical, Inc.). Prior to joining the life sciences industry, Dr. Sanchez trained in psychiatry at the Yale School of Medicine where he where he was Chief Resident as well as a fellow and an instructor. Dr. Sanchez was an executive co-chair of the International Society for CNS Drug Development from November 2017 to January 2022, and has also contributed to other academic and charitable organizations such as the Connecticut Mental Health Center Foundation and Yale School of Medicine. Dr. Sanchez holds two degrees from Northwestern University, a Bachelor of Arts degree in psychology from the Weinberg College of Arts and Sciences and a medical degree from the Feinberg School of Medicine. We believe Dr. Sanchez is qualified to serve on our Board because of his extensive experience in the pharmaceutical industry and his background in medicine.
Directors Continuing in Office
Directors Continuing in Office Class I Directors Reid Huber, Ph.D. Dr. Huber has been a member of our Board since February 2022 and previously served as our President and Chief Executive Officer from February 2022 to February 2023. Since December 2018, Dr. Huber has served as a Partner at Third Rock Ventures LLC (“Third Rock”). He previously held the position of Chief Executive Officer at Merida Biosciences from July 2022 to March 2025. From April 2021 to April 2022 Dr. Huber served as Chief Executive Officer of MOMA Therapeutics, Inc. (“MOMA”). Dr. Huber has served on the boards of directors of Bellicum Pharmaceuticals, Inc. (previously Nasdaq: BLCM) since October 2014 and CARGO Therapeutics, Inc. (Nasdaq: CRGX) since March 2023, and previously served on the board of directors of Tango Therapeutics, Inc. (Nasdaq: TNGX) from July 2019 to November 2023. Dr. Huber also serves on the board of directors of The American Cancer Society. Dr. Huber received a Bachelor of Science degree in molecular genetics/biochemistry from Murray State University, a Doctor of Philosophy degree in molecular genetics from the Washington University School of Medicine and held pre-and post-doctoral fellowships at the National Institutes of Health. We believe that Dr. Huber is qualified to serve on our Board due to his extensive background in the pharmaceutical industry and senior management experience. John Maraganore, Ph.D. Dr. Maraganore has been a member of our Board since March 2024. Since January 2022, Dr. Maraganore has served as the principal of JMM Innovations, LLC. He has also served as a Venture Partner at ARCH Venture Partners since October 2021, a Venture Advisor at Atlas Venture since January 2022, a Senior Advisor at Blackstone Life Sciences since January 2022, a Senior Advisor at Jefferies Financial Services since November 2024, and an Executive Partner at RTW Investments since January 2022. Dr. Maraganore has also served as the co-Chief Executive Officer of Corsera Health, Inc. since September 2024. Previously, Dr. Maraganore was the founding Chief Executive Officer of Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY), and a member of its board of directors from December 2002 to December 2021. Dr. Maraganore has been a member of the board of directors of Beam Therapeutics Inc. (Nasdaq: BEAM) since November 2021, Takeda Pharmaceutical Company Limited (NYSE: TAK) since June 2022, and Kymera Therapeutics, Inc. (Nasdaq: KYMR) since January 2023. He has also been a member of the board of the Biotechnology Industry Organization, where he was chair from 2017 to 2019 and has served as chair emeritus since 2022, and a member of the BIO Executive Committee since June 2013. Dr. Maraganore also previously served on the board of directors of Agios Pharmaceuticals, Inc. (Nasdaq: AGIO) from June 2010 to May 2023, and on the board of directors of ProKidney Corp (Nasdaq: PROK) from June 2022 to May 2024. Dr. Maraganore holds a Bachelor of Arts degree in biological sciences, and Master of Science and Doctor of Philosophy degrees in biochemistry and molecular biology, in each case from the University of Chicago. We believe that Dr. Maraganore’s experience as chief executive officer of a public biotechnology company and as a board member of other public biotechnology companies qualify him to serve as a member of our Board. Wendy B. Young, Ph.D. Dr. Young has been a member of our Board since November 2024 and served as a member of our Scientific Advisory Board from August 2023 to November 2024. She has served as the President of BioPharma Discovery, LLC, a scientific advisory company, since July 2021, and a Senior Advisor at Google Ventures, a venture capital firm, since January 2023. Dr. Young also serves as an Adjunct Professor of medicinal chemistry at the University of Michigan College of Pharmacy. Previously, Dr. Young served as an Executive Partner of MPM Capital (now MPM BioImpact), a venture capital firm, and Chief Executive Officer of a stealth company from September 2021 to June 2023. From October 2006 to September 2021, she held several roles of increasing responsibility at Genentech, Inc., a biotechnology company, most recently serving as Senior Vice President of Drug Discovery from January 2018 to September 2021. Dr. Young holds a Bachelor of Arts degree in chemistry and Master of Chemistry degree from Wake Forest University, a Doctor of Chemistry degree from Princeton University and was also a postdoctoral fellow at Memorial Sloan Kettering Cancer Center. We believe that Dr. Young is qualified to serve on our Board because of her scientific knowledge and experience advising other biotechnology and drug discovery companies. Class III Directors Abraham N. Ceesay, M.B.A. Mr. Ceesay has served as our President and Chief Executive Officer since February 2023 and has been a member of our Board since March 2023. Prior to joining us, from April 2021 to March 2023, Mr. Ceesay served as President of Cerevel Therapeutics Holdings, Inc. (Nasdaq: CERE). Mr. Ceesay served as the Chief Executive Officer at Tiburio Therapeutics Inc. from January 2019 to April 2021. Mr. Ceesay has served on the board of directors of Pacira Biosciences, Inc. (Nasdaq: PCRX) since October 2023 and Charles River Laboratories (NYSE: CRL) since May 2025. Mr. Ceesay also currently serves on board for Life Science Cares and on the Board of Trustees at Thayer Academy. Mr. Ceesay received a Bachelor of Science degree from Ithaca College and a Master of Business Administration degree from Suffolk University’s Sawyer School of Management. We believe Mr. Ceesay is qualified to serve as a member of our Board because of his prior experiences serving as an officer and director in, and his extensive knowledge of, the biopharmaceutical industry. Steven M. Paul, M.D. Dr. Paul has been a member and chairman of our Board since December 2022. From August 2018 to January 2024, Dr. Paul served in senior leadership roles at Karuna Therapeutics, Inc. (Nasdaq: KRTX, prior to its recent acquisition by Bristol Myers Squibb Company), including as Chief Scientific Officer and President of Research and Development from January 2023 to January 2024, and President, Chief Executive Officer and Chairman of the board of directors from August 2018 to January 2023. Dr. Paul has also served as a Venture Partner at Third Rock since 2010. Dr. Paul is also board certified by the American Board of Psychiatry and Neurology. Dr. Paul served on the board of directors of Sage Therapeutics, Inc. (Nasdaq: SAGE) from September 2011 to June 2024 and also serves the chairman of the board of the Foundation for the National Institutes of Health. Dr. Paul has served on the boards of directors of Seaport Therapeutics, Inc. since April 2024 and Neumarker Inc. since April 2025. Previously, Dr. Paul served on the boards of directors of Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY) from September 2010 to April 2022, Voyager Therapeutics, Inc. (Nasdaq: VYGR) from September 2014 to June 2022 and Karuna Therapeutics, Inc. from March 2018 to March 2024. Dr. Paul also previously spent 17 years at Eli Lilly and Company (NYSE: LLY), during which time he held several leadership roles, including Executive Vice President for Science and Technology, and President of the Lilly Research Laboratories. Dr. Paul received a Bachelor of Arts degree in biology and psychology from Tulane University and Master of Science and Doctor of Medicine degrees from the Tulane University School of Medicine. We believe that Dr. Paul is qualified to serve on our Board due to his numerous leadership roles in the pharmaceutical and biotechnology industry and his expertise in neuroscience.
Directors Continuing in Office
Paul M. Silva. Mr. Silva has been a member of our Board since November 2024. He held various roles of increasing responsibility at Vertex Pharmaceuticals Incorporated (Nasdaq: VRTX), a biopharmaceutical company, from August 2007 until his retirement in April 2021, including most recently serving as Senior Vice President and Chief Accounting Officer for a decade beginning in April 2011. Prior to joining Vertex, he held positions at Iron Mountain Incorporated (NYSE: IRM), Thermo Electron Corporation (now Thermo Fisher Scientific Inc., NYSE: TMO), and Andersen LLP, a public accounting firm. Mr. Silva has served as a member of the boards of directors of Nurix Therapeutics, Inc. (Nasdaq: NRIX) since October 2021, and New Life Furniture Bank of Massachusetts, a charitable organization, since November 2022. Mr. Silva holds a Bachelor of Arts degree in accounting from Assumption College. We believe Mr. Silva is qualified to serve on our Board because of his extensive experience as a biotechnology executive. We believe that all of our current Board members possess the professional and personal qualifications necessary for Board service and have highlighted particularly noteworthy attributes for each Board member in the individual biographies above.
Director Compensation
Director Compensation The following table presents the total compensation paid by us to non-employee members of our Board during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the members of our Board in 2025 for their services as members of our Board. Mr. Ceesay, our Chief Executive Officer, does not receive any compensation from us for his service on our Board. See the section titled “Executive Compensation” for more information on the compensation paid to or earned by Mr. Ceesay as an employee for year ended December 31, 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | James I. Healy, M.D., Ph.D. | 57,500 | 177,855 | — | 235,355 | | Reid Huber, Ph.D. | 44,000 | 177,855 | — | 221,855 | | John Maraganore, Ph.D. | 52,500 | 177,855 | — | 230,355 | | Steven M. Paul, M.D. | 44,000 | 177,855 | — | 221,855 | | Robert J. Perez | 53,000 | 88,927 | — | 141,927 | | Raymond Sanchez, M.D. | 49,000 | 88,927 | — | 137,927 | | Paul M. Silva | 59,000 | 88,927 | — | 147,927 | | Wendy B. Young, Ph.D. | 48,000 | 88,927 | — | 136,927 |
Director Compensation
| (1) Amounts represent annual cash compensation earned for services rendered by independent members of our Board and the committees thereof during the fiscal year ended December 31, 2025. |
Director Compensation
| (2) Amounts reflect the aggregate grant date fair value of option awards granted during 2025 in accordance with our Non-employee Director Compensation Policy, described below, calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation. Such grant date fair values do not take into account any estimated forfeitures. See Note 2 to our audited consolidated financial statements appearing in our 2025 Annual Report for assumptions underlying the valuation of equity awards. The amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the options or any sale of the underlying shares of common stock. |
Director Compensation
| (3) The table below sets forth the outstanding unvested stock awards and outstanding unexercised stock options held by each of our directors as of December 31, 2025. |
Director Compensation
| Name | Aggregate Number of Unvested Shares of Restricted Stock or Restricted Stock Units | Aggregate Number of Shares Subject to Stock Options | | James I. Healy, M.D., Ph.D. | — | 21,850 | | Reid Huber, Ph.D. | — | 21,850 | | John Maraganore, Ph.D. | — | 109,417 | | Steven M. Paul, M.D. | 53,104 | 188,244 | | Robert J. Perez | — | 40,681 | | Raymond Sanchez, M.D. | — | 40,681 | | Paul M. Silva | — | 40,681 | | Wendy B. Young, Ph.D. | — | 43,016 |
Non-Employee Director Compensation
Non-Employee Director Compensation We implemented a non-employee director compensation policy, which was most recently amended in June 2025, pursuant to which our non-employee directors are eligible to receive the following cash retainer:
Non-Employee Director Compensation
| Annual Retainer for Board of Directors | | | All non-employee members | $40,000 | | Additional Retainer for Audit Committee: | | | Chair | $15,000 | | Non-chair members | $7,500 | | Additional Retainer for Compensation Committee | | | Chair | $10,000 | | Non-chair members | $5,000 | | Additional Retainer for Nominating and Corporate Governance Committee | | | Chair | $8,000 | | Non-chair members | $4,000 | | Additional Retainer for Science & Technology Committee | | | Chair | $8,000 | | Non-chair members | $4,000 |
Non-Employee Director Compensation
In addition, our policy provides that, upon initial election or appointment to our Board, each new non-employee director will be granted a one-time grant of a non-statutory stock option to purchase 43,700 shares of our common stock on the date of such director’s election or appointment to our Board (the “Initial Director Grant”). The Initial Director Grant will vest over three years, with 1/3 of the Director Initial Grant vesting upon the first anniversary of the vesting commencement date and the remaining 2/3 of the Director Initial Grant vesting in 24 monthly installments thereafter, subject to the non-employee director’s continued service to us on our Board. On the date of each annual meeting of stockholders of our company following the completion of this offering, each non-employee director who will continue as a non-employee director following such meeting will be granted an annual award of a non-statutory stock option to purchase 21,850 shares of common stock (the “Director Annual Grant”). The Director Annual Grant will vest in full on the earlier of the first anniversary of the grant date or on the date of our next annual meeting of stockholders, subject to the non-employee director’s continued service to us on our Board. If a new non-employee director joins our Board on a date other than the date of our annual meeting of stockholders, then such non-employee director will be granted a pro-rata portion of the Director Annual Grant based on the number of months between such non-employee director’s appointment and the next annual meeting of stockholders. Such awards are subject to full accelerated vesting upon the sale of our company. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof. Employee directors receive no additional compensation for their service as a director.
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS In accordance with our third amended and restated certificate of incorporation and our amended and restated bylaws, our Board is divided into three staggered classes of directors, and each director is assigned to one of the three classes. At each annual meeting of the stockholders, one class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. James Healy, M.D., Ph.D., Robert J. Perez, and Raymond Sanchez, M.D. are the Class II directors whose terms expire at the Annual Meeting. Each has been nominated for and has agreed to stand for re-election to our Board to serve as a Class II director of our Company for three years and until their successors are duly elected and qualified or until their earlier death, resignation or removal.
EXECUTIVE COMPENSATION
To date, the compensation of our named executive officers has consisted of a combination of base salary, cash bonuses and long-term incentive compensation in the form of restricted stock awards and stock options. Our named executive officers who are full-time employees are eligible to participate in our health and welfare benefit plans and 401(k) plan like all of our full-time employees. We will continue to evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table shows the total compensation earned by, or paid to, our named executive officers for services rendered to us in all capacities during the fiscal year ended December 31, 2025.
2025 Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Abraham Ceesay, M.B.A. | 2025 | 652,927 | — | 5,156,416 | 431,059 | 24,772(3) | 6,265,174 | | Chief Executive Officer | 2024 | 576,538 | — | 8,947,874 | 293,590 | 21,155 | 9,839,157 | | Troy Ignelzi | 2025 | 519,846 | — | 1,710,773 | 249,600 | 25,920(4) | 2,506,139 | | Chief Financial Officer | 2024 | 468,462 | — | 1,788,835 | 170,000 | 37,074 | 2,464,371 | | Jeffrey Sevigny, M.D. (5) | 2025 | 561,087 | — | 2,101,230 | 283,780 | 77,845(6) | 3,023,942 | | Chief Medical Officer | | | | | | | |
2025 Summary Compensation Table
| (1) The amounts reported in this column represent the aggregate grant date fair value of option awards granted to the named executive officers during 2025 and 2024, as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Such grant date value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in the grant date fair value of the awards in this column are described in Note 8 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These awards are described in more detail under the section titled “Narrative Disclosure to Summary Compensation Table—Equity-Based Compensation” below. |
2025 Summary Compensation Table
| (2) The amounts reported represent the annual bonuses each named executive officer earned under our annual cash bonus program based on achievement of company performance and individual performance during the years ended December 31, 2025 and December 31, 2024, as applicable, and with respect to the bonus paid to Dr. Sevigny for performance in 2025, prorated for his partial year of employment. For more information on these bonuses, see description of the annual performance bonuses under the section titled “Narrative Disclosure to Summary Compensation Table—2025 Cash Bonuses” below. |
2025 Summary Compensation Table
| (3) The amount reflects (i) our 401(k) matching contribution in the amount of $14,000, (ii) the reimbursement of commuting expenses incurred in connection with his employment $8,272 and (iii) cell phone reimbursement and personal expense reimbursement. |
2025 Summary Compensation Table
| (4) The amount reflects (i) our 401(k) matching contribution in the amount of $14,000, (ii) the reimbursement of commuting expenses incurred in connection with his employment in the amount of $9,420 and (iii) cell phone reimbursement, personal expense reimbursement and gift cards. |
2025 Summary Compensation Table
| (5) Dr. Sevigny was not a named executive officer in 2024 and, accordingly, only compensation information for 2025 is presented above. Amounts paid to Dr. Sevigny in CHF have been converted from CHF to USD using (i) in the case of his salary, the average exchange rate of 1 CHF to $1.3035 USD and (ii) in the case of his bonus, the spot rate at the time of payment of 1 CHF to $1.3643USD. |
2025 Summary Compensation Table
| (6) The amount reflects (i) the reimbursement of commuting expenses incurred in connection with his employment in the amount of $40,079 and (ii) a general allowance of $37,766. |
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table lists all outstanding equity awards held by our named executive officers as of December 31, 2025. Equity awards granted prior to our initial public offering were under the 2022 Plan and equity awards granted following our initial public offering were granted under the 2024 Plan.
Outstanding Equity Awards at 2025 Fiscal Year End
| | | Options (1) | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Option (#) Exercisable | Number of Securities Underlying Unexercised Option (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | | Abraham Ceesay, M.B.A. | 12/9/2022 | — | — | — | — | 107,500 | 3,261,550 | | | 2/21/2023 | — | — | — | — | 104,914 | 3,183,091 | | | 8/7/2023 | 153,883 | 109,918 | 1.80 | 12/5/2033 | — | — | | | 3/25/2024 | 111,277 | 143,071 | 9.60 | 3/24/2034 | — | — | | | 6/6/2024 | 198,992 | 331,655 | 17.00 | 6/5/2034 | — | | | | 1/1/2025 (4) | 98,083 | 329,917 | 16.60 | 2/2/2035 | | |
Outstanding Equity Awards at 2025 Fiscal Year End
| | | Options(1) | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Option (#) Exercisable | Number of Securities Underlying Unexercised Option (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Troy Ignelzi | 11/1/2023 | 183,166 | 168,513 | 1.80 | 12/5/2033 | — | — | | | 3/25/2024 | 37,146 | 47,760 | 9.60 | 3/24/2034 | — | — | | | 6/6/2024 | 30,512 | 50,854 | 17.00 | 6/5/2034 | — | — | | | 1/1/2025(4) | 32,541 | 109,459 | 16.60 | 2/2/2035 | | | | Jeffrey Sevigny, M.D. | 3/3/2025 | — | 300,000 | 9.56 | 3/31/3035 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year End
| (1) Except as otherwise set forth below, each stock option vests as follows: 25% of the shares subject to the stock option vested on the one-year anniversary of the vesting commencement date, and the remaining 75% of the shares subject to the stock option vest on a monthly basis thereafter, in each case, subject to the NEO’s continuous service relationship with us through each applicable vesting date. Each stock option is subject to acceleration in the event of a qualified termination within the change in control period, as described below under the section titled “—Executive Compensation Arrangements.” |
Outstanding Equity Awards at 2025 Fiscal Year End
| (2) Each restricted stock award is subject to an individual restricted stock award agreement. The restricted shares shall vest over a four-year period, as follows: 25% of the restricted shares shall vest on the first anniversary following the vesting commencement date, and the remaining 75% of the restricted shares vest on each monthly anniversary thereafter over the following three years, subject to the NEO’s continuous service relationship with us through each applicable vesting date. The restricted shares are also subject to certain acceleration of vesting provisions as provided in the each named executive officer’s restricted stock agreement and as summarized below under the section titled “—Executive Compensation Arrangements.” |
Outstanding Equity Awards at 2025 Fiscal Year End
| (3) Assumes a market value of $30.34 per share, based on the closing share price as of December 31, 2025, the last trading day of 2025. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (4) These stock options vest in 48 equal monthly installments following the vesting commencement date, subject to the NEO’s continuous service relationship with us through each applicable vesting date. |