DEF 14A of Agios Pharmaceuticals, Inc., Apr 24, 2026

DEF 14A of Agios Pharmaceuticals, Inc.

Filed Apr 24, 2026 · FY20250001193125-26-177086

Open on EDGAR

  1. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors The three nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality. Proposal 1 is not considered a discretionary matter. Therefore, if your shares are held by your brokerage firm in “street name” and you do not timely provide voting instructions with respect to your shares, your brokerage firm cannot vote your shares on Proposal 1. Broker non-votes will not be counted as votes FOR or WITHHELD from any nominee. As a result, such broker non-votes will have no effect on the voting on Proposal 1. You may:

  2. Proposal 1 — Election of Directors

    | • | vote FOR all nominees; |

  3. Proposal 1 — Election of Directors

    | • | vote FOR a particular nominee or nominees and WITHHOLD your vote from the other nominees; or |

  4. Proposal 1 — Election of Directors

    | • | WITHHOLD your vote from all nominees. |

  5. Proposal 1 — Election of Directors

    Votes that are withheld will not be included in the vote tally for the election of directors and will have no effect on the voting on Proposal 1.

  6. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is divided into three classes, with one class of our directors standing for election each year. Directors in each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office for a three-year term and until their resignation or removal or their successors are duly elected and qualified. In accordance with our certificate of incorporation and bylaws, our directors may fill existing vacancies on the board of directors. The term of office of our Class I directors, Rahul Ballal, Ph.D., Brian Goff and Cynthia Smith, will expire at the Annual Meeting. The nominees for Class I directors for election at the Annual Meeting are Dr. Ballal, Mr. Goff and Ms. Smith. If any of Dr. Ballal, Mr. Goff or Ms. Smith is elected at the Annual Meeting, such individual will be elected to serve for a three-year term that will expire at our 2029 annual meeting of stockholders and until such individual’s successor is elected and qualified. If no contrary indication is made, proxies in the accompanying form will be voted for Dr. Ballal, Mr. Goff and Ms. Smith or, in the event that any of Dr. Ballal, Mr. Goff or Ms. Smith is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our board of directors to fill the vacancy. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described in the following paragraphs.

  7. Information Regarding Directors

    Information Regarding Directors The following paragraphs provide information as of the date of this Proxy Statement about each director and nominee for director, as furnished to us by the directors and nominees for director. The information presented includes information each such individual has given us about his or her age, all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each such individual’s specific experience, qualifications, attributes and skills that led our board of directors to the conclusion that he or she should serve as a director, we also believe that each of our directors and director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors. Finally, we value their significant experience on other public company boards of directors and board committees. Information about the number of shares of common stock beneficially owned by each of our directors and nominees for director appears above under the heading “Security Ownership of Certain Beneficial Owners and Management.” There are no family relationships between or among any of our executive officers, directors or nominees for director.

  8. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors

  9. Term Expiring at the 2029 Annual Meeting of Stockholders, if elected at the Annual Meeting (Class I)

    Rahul Ballal, Ph.D. has served as a member of our board of directors since August 2022. Dr. Ballal has served as chief executive officer of Mediar Therapeutics Inc., or Mediar, a private biotechnology company, since March 2023. Prior to that, he served as President and Chief Executive Officer of Imara, Inc. or Imara, a publicly traded biotechnology company, from June 2018 until its merger with Enliven Therapeutics, Inc., or Enliven, in February 2023. Prior to joining Imara, Dr. Ballal served as Chief Business Officer of Northern Biologics Inc., a biotechnology company, from May 2016 to June 2018, and as an Entrepreneur-in-Residence at Versant Ventures Management LLC, a life sciences venture capital firm. Previously, Dr. Ballal was Vice President, Business Development at Flexion Therapeutics, Inc., or Flexion, a publicly traded biopharmaceutical company, from March 2011 to May 2016. Dr. Ballal serves on the boards of directors of Mediar and Enliven, and on the boards of directors of private biotechnology companies Vaderis Therapeutics AG and InduPro, Inc. Dr. Ballal received his Ph.D. in biochemistry and molecular biology from Georgetown University, his M.S. in bioinformatics from Johns Hopkins University and his B.A. in biology from Brown University. We believe Dr. Ballal is qualified to serve on our board of directors based on his broad experience in the life sciences industry, including in various investment, operating and leadership roles. Brian Goff has served as our chief executive officer and a member of our board of directors since August 2022. Prior to joining Agios, Mr. Goff served as Executive Vice President, Chief Commercial and Global Operations Officer of Alexion Pharmaceuticals, Inc. or Alexion, from June 2017 to July 2021. Mr. Goff led the global commercial and operations teams at Alexion, which included responsibility for country operations in each of Alexion’s affiliates in North America, EMEA, Japan, Asia Pacific, and Latin America. Prior to joining Alexion in June 2017, Mr. Goff was Chief Operating Officer and a member of the board of directors of Neurovance, Inc., a biopharmaceutical company, from December 2016 until its acquisition by Otsuka Pharmaceuticals Co., Ltd. in March 2017. Prior to joining Neurovance, Mr. Goff served as the Executive Vice President & President — Hematology Division of Baxalta Incorporated, a biopharmaceutical company, from January 2015 to July 2016 until its acquisition by Shire plc. He previously served with Baxter Healthcare Corporation as Global Hemophilia Franchise Head from June 2012 to December 2014. Earlier in his career, Mr. Goff held positions of increasing responsibility in sales and marketing roles with Novartis Pharmaceuticals, and the pharmaceutical division of Johnson & Johnson. Mr. Goff currently serves on the board of directors and nominating and corporate governance committee and chairs the compensation and talent development committee of publicly traded biotechnology company Intellia Therapeutics, Inc. Mr. Goff has an M.B.A. from the Wharton School at the University of Pennsylvania and a B.A. from Skidmore College. We believe Mr. Goff is qualified to serve as a member of our board of directors due to his more than 30 years of industry experience, including executive commercial leadership experience in rare diseases and international operations. Cynthia Smith has served as a member of our board of directors since August 2022. Since January 2017, Ms. Smith has consulted as a strategic advisor for biotechnology companies. Previously, she served as Chief Commercial Officer and a member of the Executive Committee of ZS Pharma, Inc., or ZS Pharma, a specialty pharmaceutical company developing therapies for treatment of hyperkalemia and liver diseases, from 2013 to 2016, where she led efforts to transition the company from a development stage company to a commercial enterprise. ZS Pharma was acquired by AstraZeneca in 2015. Prior to ZS Pharma, Ms. Smith served as Vice President, Market Access and Commercial Development at Affymax, Inc., a biopharmaceutical company, from 2008 to 2013. From 2000 to 2008, she held various senior leadership positions in market access, corporate strategy, government relations and external affairs at Merck & Co. Before beginning her career in the biopharmaceutical industry, Ms. Smith served as a healthcare policy analyst in the Office of Management and Budget at the White House from 1995 to 2000. Ms. Smith currently serves on the boards of directors of publicly traded biotechnology companies Akebia Therapeutics, Inc. Protara Therapeutics, Inc., Spero Therapeutics, Inc. and Tvardi Therapeutics, Inc., and on the board of directors of the French-American Foundation. Ms. Smith previously served on the board of directors of Nivalis Therapeutics, Inc. from November 2016 to July 2017 and on the board of directors of Dicerna Pharmaceuticals, Inc. from August 2018 until its acquisition by Novo Nordisk A/S in 2021. Ms. Smith earned a B.A. from the University of North Carolina at Chapel Hill, an M.B.A. from the Wharton School and an M.S. in public policy from the Eagleton Institute of Politics at Rutgers University. We believe that Ms. Smith is qualified to serve on our board of directors due to her more than two decades of broad leadership experience within the biopharmaceutical industry.

  10. Members of the Board of Directors Continuing in Office

    Members of the Board of Directors Continuing in Office

  11. Annual Meeting of Stockholders (Class II)

    Kaye Foster has served as a member of our board of directors since December 2014. Ms. Foster has nearly 30 years of experience in human resources in the pharmaceutical industry and has been a Senior Advisor at the Boston Consulting Group since 2014 and in January 2022 joined ARCH Venture Partners as a venture partner. Previously, she was Senior Vice President, Global Human Resources at Onyx Pharmaceuticals, Inc., an Amgen, Inc., or Amgen, subsidiary and a biopharmaceutical company, or Onyx, from 2010 to 2014. At Onyx, which was acquired by Amgen in 2013, she led all aspects of human resources for U.S. and global operations. Prior to joining Onyx, Ms. Foster was Global Vice President of Human Resources and an Executive Committee member at Johnson and Johnson Corporation, a publicly traded healthcare company, from 2003 to 2010. Before Johnson and Johnson, Ms. Foster held several senior human resources executive positions with Pfizer Inc., a publicly traded pharmaceuticals company, supporting its pharmaceuticals businesses in Japan, Asia, Africa, Middle East and Latin America and, notably, led the integration of both the Warner-Lambert and Pharmacia mergers for these regions. Prior to that, she gained 10 years of operational experience within The Yellow Pages. She currently serves on the board of directors and compensation committee of Prime Medicine, Inc., a publicly traded biotechnology company, on the board of directors and compensation and community equity committee of National Resilience Inc., a technology-focused biomanufacturing company, on the board of directors and compensation committee of Xaira Therapeutics, a private biotechnology company, and on the board and human resources committee of Spelman College. Ms. Foster formerly served on the Board of Trustees of the Glide Foundation, on the board of directors and compensation committee of Grail, Inc., or Grail, a private biotechnology company, prior to its acquisition by Illumina, Inc., or Illumina, and on the board of directors and compensation and facilities committees of Stanford Health Care, a hospital and healthcare system. She earned her undergraduate degree at Baruch College of the City University of New York and received her M.B.A. from Columbia University, Graduate School of Business. We believe Ms. Foster’s qualifications to serve on our board of directors include her extensive experience as an executive in the pharmaceuticals industry, including her experience in people management, compensation planning and driving and maintaining corporate culture. Maykin Ho, Ph.D. has served as a member of our board of directors since June 2015. Dr. Ho has more than 30 years of experience in the healthcare and finance industries. She was a venture partner at Qiming Venture Partners, a venture capital firm in China and Hong Kong, for ten years untilJuly 2025. From July 1992 to February 2015, she held various positions at Goldman Sachs, a global investment bank, including: from 2010 to 2015, she served as advisory director of global healthcare investment banking; from 2002 to 2010, she served as partner and co-head of healthcare investment research; and from 1992 to 2010 she served as senior biotechnology research analyst. Prior to Goldman Sachs, Dr. Ho held various managerial positions at DuPont-Merck Pharmaceuticals, a global pharmaceutical company, and DuPont de Nemours & Company. She is a member of the board of directors of BioMarin Pharmaceutical Inc., a publicly traded biopharmaceutical company; Kyntra Bio, Inc. (formerly Fibrogen, Inc.), a publicly traded biotechnology company; Neumora Therapeutics, Inc., a public biotechnology company; Parexel International, a privately-held, global pharmaceutical services company; and Pelage Pharmaceuticals, a private biotechnology company of. Dr. Ho also serves on the board of directors of two non-profit research institutes: the Aaron Diamond AIDS Research Center and the Institute for Protein Innovation. In addition, she is a member of the Biotech Advisory Panel of The Stock Exchange of Hong Kong. Previously, Dr. Ho served on the board of directors of Grail prior to its acquisition by Illumina in 2021;and Parexel International when it was a publicly traded company. She was also a member of the investment committee of the Society of Neuroscience. She was a postdoctoral fellow at the pathology department of Harvard Medical School and a graduate of the Advanced Management Program at The Fuqua School of Business, Duke University. Dr. Ho received a Ph.D. in microbiology and immunology and a B.S. from the State University of New York, Downstate Medical Center. We believe Dr. Ho is qualified to serve on our board of directors due to her extensive experience in healthcare investment research and banking. Jeffrey Capello has served on our board of directors since June 2023. Mr. Capello has served as the managing partner of Monomoy Advisors, a financial advisory firm, since April 2021. Mr. Capello served as the Executive Vice President and Chief Financial Officer of Biogen Inc, a biopharmaceutical company, from December 2017 to August 2020. Prior to joining Biogen, Mr. Capello served as the Chief Financial Officer of Beacon Health Options, Inc., a behavioral health company, with responsibility for finance, human resources, information technology, real estate and procurement from October 2016 until November 2017. From July 2015 until September 2016, Mr. Capello was the founder and Chief Executive Officer of Monomoy Advisors. From July 2014 until June 2015 Mr. Capello served as the Executive Vice President and Chief Financial Officer of Ortho-Clinical Diagnostics, an in-vitro diagnostics company that was acquired by the Carlyle Group from Johnson & Johnson, with responsibility for global finance and business development. From March 2010 to December 2013 Mr. Capello served as Chief Financial Officer and Executive Vice President of Boston Scientific Corporation, a medical device company. Mr. Capello joined Boston Scientific in June 2008 and served as Senior Vice President and Chief Accounting Officer until March 2010. From 2006 to 2008 he was the Senior Vice President and Chief Financial Officer with responsibilities for global finance and business development at PerkinElmer, Inc., a life sciences tool company. Previously, he served as PerkinElmer’s Vice President of Finance, Corporate Controller, Treasurer and Chief Accounting Officer from 2001 to 2006. Prior to his tenure at PerkinElmer, Mr. Capello was a Partner at PricewaterhouseCoopers LLP, both in the United States and in the Netherlands. Mr. Capello serves on the board of directors of Neogen Corporation, a publicly traded company that develops solutions for food and animal safety, and previously served on the boards of directors and chaired the audit committees of public biotechnology companies Sirtis Pharmaceuticals, Inc., OvaScience, Inc. and Flex Pharma, Inc. Mr. Capello holds a M.B.A. from Harvard Business School and a B.S. in Business Administration from the University of Vermont. We believe that Mr. Capello is qualified to serve on our board of directors due to his over 30 years of industry experience, including extensive experience as a senior finance executive. Catherine Owen Adams has served as a member of our board of directors since June 2023. Ms. Owen Adams has served as Chief Executive Officer and as a member of the board of directors of Acadia Pharmaceuticals Inc. since September 2024. Prior to that, Ms. Owen Adams was Senior Vice President, Major Markets at Bristol-Myers Squibb, or BMS, a global biopharmaceutical company, overseeing commercial operations for the business in 18 countries including Japan, Germany, France, and others across Europe.

  12. Annual Meeting of Stockholders (Class III)

    Jacqualyn A. Fouse, Ph.D. served as our chief executive officer from February 2019 to August 2022, and has served as a member of our board of directors since December 2017. Dr. Fouse has served as the chair of our board of directors since August 2022. Dr. Fouse served as executive chair of Dermavant Sciences, Inc., a biopharmaceutical company, from July 2017 until September 2018. From September 2010 until June 2017, Dr. Fouse served in various capacities at Celgene Corporation, a biopharmaceutical company, or Celgene, serving as strategic advisor to the management executive committee from April 2017 to June 2017, president and chief operating officer from March 2016 to March 2017, president, hematology and oncology from August 2014 to February 2016, executive vice president and chief financial officer from February 2012 to July 2014, and senior vice president and chief financial officer from September 2010 to February 2012. Prior to joining Celgene, Dr. Fouse served as chief financial officer of Bunge Limited, or Bunge, a global agribusiness and food company, from 2007 to 2010. Prior to joining Bunge, Dr. Fouse served as senior vice president, chief financial officer and corporate strategy at Alcon Laboratories, Inc., or Alcon, a global medical company, from 2006 to 2007, and as its senior vice president and chief financial officer from 2002 to 2006. Prior to her time with Alcon she held a variety of senior leadership roles with international companies. Dr. Fouse is also a director and member of the audit and finance committee and nominating and corporate governance committee of Incyte Corporation, and a director and member of the audit committee, the nominating and governance committee and the compensation committee of Madrigal Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, and was a director of Perrigo Company, a publicly traded pharmaceutical manufacturer, Celgene and Dick’s Sporting Goods, Inc., a publicly traded sporting goods retailer. Dr. Fouse also serves on the board of directors, and as Treasurer and member of the finance committee, of the non-profit organization Friends of Herring River and on the Northeast Chapter board and executive committee, and as Treasurer, of the non-profit organization the Society for Ecological Restoration. Dr. Fouse earned a B.A. and an M.A. in Economics and a Ph.D. in Finance from the University of Texas at Arlington. She also earned a Masters in Environmental Management from the Yale University School of Forestry and Environmental Studies and a Masters in Wildlife Forensics and Conservation from the University of Florida. We believe Dr. Fouse is qualified to serve as a member of our board of directors due to her extensive experience in the biotechnology sector and her international and senior leadership experience. David Scadden, M.D. has served as a member of our board of directors since May 2017. Dr. Scadden is a hematologist/oncologist and physician-scientist. He is the Gerald and Darlene Jordan Professor of Medicine at Harvard University, a position he has held since 2006. Since 1995, Dr. Scadden has practiced at the Massachusetts General Hospital, where he founded and directs the Center for Regenerative Medicine and directed the Hematologic Malignancies Center of the MGH Cancer Center for 10 years. Dr. Scadden co-founded and co-directs the Harvard Stem Cell Institute and is Chairman emeritus and Professor of the Harvard University Department of Stem Cell and Regenerative Biology. He is a member of the National Academy of Medicine, the American Academy of Arts and Sciences, is an affiliate member of the Broad Institute of Harvard and MIT and is a former member of the Board of External Experts for the National Heart, Lung and Blood Institute, the Board of Scientific Counselors for the National Cancer Institute, Board of Directors of the International Society for Stem Cell Research and the Executive Committee of the American Society of Hematology. Dr. Scadden is on the board of directors and organization, leadership and compensation committee of Editas Medicine, Inc., a publicly traded biotechnology company, and on the board of directors of the private biotechnology company Lightning Biotherapeutics. Dr. Scadden is also a scientific founder of Fate Therapeutics, Inc., a publicly traded biotechnology company, and was a scientific founder and member of the board of directors and scientific advisory board of Magenta Therapeutics, a publicly traded biotechnology company now merged with Dianthus Therapeutics, Inc. Dr. Scadden was also formerly on the board of directors and science committee of Carisma Therapeutics Inc., a publicly traded biotechnology company, and on the boards of directors of the private biotechnology companies LifeVault Bio, Sonata Therapeutics and Clear Creek Bio, Inc. He is the recipient of numerous honors including the E. Donnall Thomas and the Dameshek awards from the American Society of Hematology and awards from the Doris Duke Charitable Trust, the Ellison Medical Foundation, the Burroughs Welcome Fund, and the Leukemia and Lymphoma Society. Dr. Scadden holds degrees from Bucknell University, Case Western Reserve University and honorary degrees from Harvard University, Bucknell University, Case Western Reserve University and Lund University in Sweden. We believe Dr. Scadden is qualified to serve on our board of directors due to his scientific expertise in the field of hematology. Jay Backstrom, M.D., M.P.H. has served as a member of our board of directors since July 2025. Dr. Backstrom is Chief Executive Officer and President of Kamino Therapeutics, Inc. and previously served as a director and President and Chief Executive Officer of Scholar Rock Holding Corporation, or Scholar Rock, from September 2022 to April 2025. Prior to joining Scholar Rock, from December 2019 to December 2021, Dr. Backstrom served as Executive Vice President, Research and Development at Acceleron Pharma, which was acquired by Merck in 2021. Dr. Backstrom previously served as Chief Medical Officer of Celgene Corporation from April 2016 to December 2019, having served in other roles at Celgene from March 2008 to March 2016. Dr. Backstrom is a member of the Board of Directors of Be BioPharma, Inc. Dr. Backstrom previously served as a director of Lava Therapeutics N.V., Disc Medicine, Inc. and Autolus Therapeutics PLC. Dr. Backstrom earned his M.D. from Temple University School of Medicine, and holds an M.P.H. From St. Louis University School of Public Health. Our Board of Directors believes that Dr. Backstrom’s extensive scientific experience and his leadership skills qualify him to serve on our Board of Directors. We believe Dr. Backstrom is qualified to serve on our board of directors due to his extensive scientific experience and leadership skills. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF DR. BALLAL, MR. GOFF AND MS. SMITH.

  13. Board Committees

    | • | reviewing and making recommendations to our board of directors with respect to director compensation; |

  14. Director Compensation

    Director Compensation Our board of directors has adopted a non-employee director compensation policy that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber non-employee directors. The cash and equity compensation for non-employee directors under the policy, effective January 1, 2025, is set forth in the table below.

  15. Director Compensation

    | | Annual Cash Compensation | Number of Options/RSUs Granted | | Board of Directors: | | | | Board Member | $50,000 | $630,000 in equity awards upon initial election (split approximately 75% in stock options and 25% in RSUs, based on value); $400,000 in equity awards immediately following each annual meeting thereafter (split approximately 75% in stock options and 25% in RSUs, based on value)* | | Chair | Additional $35,000 | — | | Lead Director | Additional $30,000 | — | | Audit Committee: | | | | Chair | $20,000 | — | | Member (other than Chair) | $10,000 | — | | Compensation & People Committee: | | | | Chair | $17,500 | — | | Member (other than Chair) | $8,750 | — | | Nominating and Corporate Governance Committee: | | | | Chair | $10,000 | — | | Member (other than Chair) | $5,000 | — | | Science and Technology Committee: | | | | Chair | $15,000 | — | | Member (other than Chair) | $7,500 | — |

  16. Director Compensation

    * number of shares for stock option and RSU awards to be determined on the date of grant based on grant date fair value. Under the policy, non-employee members of our board of directors also are reimbursed for travel, lodging and other reasonable expenses incurred in attending board of directors or committee meetings. The stock options granted to our non-employee directors have an exercise price equal to the fair market value of our common stock on the date of grant and expire ten years after the date of grant. The stock options and RSUs granted to our non-employee directors are subject to vesting based upon a director’s continued service on our board of directors. The initial stock options granted to our newly elected non-employee directors vest with respect to 25% of the shares on the first anniversary of the grant date and monthly thereafter until the fourth anniversary of the date of grant. The initial RSUs granted to our newly elected non-employee directors vest as to one-third of the underlying shares each year following the grant date. The annual stock options and RSUs granted to our non-employee directors vest with respect to 100% of the shares on the first anniversary of the grant date. To the extent that a non-employee director has other responsibilities, such director may receive additional compensation to the extent deemed appropriate by our board of directors. Directors who also are employees do not receive cash or equity compensation for service on the board of directors in addition to compensation payable for their service as employees. The following table sets forth information concerning the compensation for our non-employee directors during the fiscal year ended December 31, 2025:

  17. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Stock Awards ($)(3)(4) | All Other Compensation ($) | Total ($) | | Jay Backstrom, M.D., M.P.H. | 27,656 | 472,002 | 157,491 | — | 657,149 | | Rahul Ballal, Ph.D. | 67,500 | 299,689 | 99,968 | — | 467,157 | | Jeffrey Capello | 70,000 | 299,689 | 99,968 | — | 469,657 | | Kaye Foster | 98,750 | 299,689 | 99,968 | — | 498,407 | | Jacqualyn Fouse, Ph.D. | 92,500 | 299,689 | 99,968 | — | 492,157 | | Maykin Ho, Ph.D. | 65,000 | 299,689 | 99,968 | — | 464,657 | | Catherine Owen Adams | 58,750 | 299,689 | 99,968 | — | 458,407 | | David Scadden, M.D. | 70,000 | 299,689 | 99,968 | — | 469,657 | | David P. Schenkein, M.D.(5) | 9,424 | — | — | — | 9,424 | | Cynthia Smith | 67,500 | 299,689 | 99,968 | — | 467,157 |

  18. Director Compensation

    | (1) Represents: (1) with respect to Dr. Backstrom, stock options to purchase 23,393 shares of common stock granted during 2025 upon his appointment to our board of directors and (2) with respect to our other non-employee directors, stock options to purchase 15,768 shares of common stock granted during 2025 for service on our board of directors. The shares subject to Dr. Backstrom’s stock options vest as to 25% of the underlying shares on July 8, 2026, with the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the company on the applicable vesting dates. The stock options granted to our other non-employee directors vest in full on June 18, 2026, subject to continued service to the company on such vesting date. Amounts listed represent the aggregate fair value amount computed as of the grant date of the stock option awards granted during 2025 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9, Share-Based Payments, of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 12, 2026. |

  19. Director Compensation

    | (2) The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2025 held by our non-employee directors were: Dr. Backstrom: 23,393, Dr. Ballal: 64,447, Mr. Capello: 60,719, Ms. Foster: 78,410, Dr. Fouse: 888,546, Dr. Ho: 123,410, Ms. Owen Adams: 60,719, Dr. Scadden: 129,010, and Ms. Smith: 84,447. |

  20. Director Compensation

    | (3) Represents: (1) with respect to Dr. Backstrom, RSUs representing the contingent right to receive 4,341 shares of common stock granted during 2025 upon his appointment to our board of directors and (2) with respect to our other directors, RSUs representing the contingent right to receive 2,816 shares of common stock granted during 2025 for service on our board of directors. The shares subject to the RSUs granted to Dr. Backstrom vest in three equal annual installments beginning on July 8, 2026, subject to continued service to the company on the applicable vesting dates. The shares subject to the RSUs granted to our other |

  21. Director Compensation

    | non-employee directors vest in full on June 18, 2026, subject to continued service to the company on such vesting date. Amounts listed represent the aggregate fair value amount computed as of the grant date of the RSUs granted during 2025 in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9, Share-Based Payments, of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 12, 2026. |

  22. Director Compensation

    | (4) The aggregate number of shares of common stock underlying RSUs outstanding as of December 31, 2025 held by our non-employee directors were: Dr. Backstrom: 4,341, Dr. Ballal: 2,816, Mr. Capello: 4,792, Ms. Foster: 2,816, Dr. Fouse: 2,816, Dr. Ho: 2,816, Ms. Owen Adams: 4,792, Dr. Scadden: 2,816, and Ms. Smith: 2,816. |

  23. Director Compensation

    | (5) Dr. Schenkein resigned from our board of directors effective February 28, 2025 and did not receive an annual equity grant for service during 2025. |

  24. Director Compensation

    Mr. Goff, who serves as our chief executive officer and a member of our board of directors, did not receive any additional compensation for his service as a director during 2025. The compensation that we paid to Mr. Goff in his role as our chief executive officer is disclosed under “Executive Compensation–Summary Compensation Table.”

  25. Executive and Director Compensation Processes

    Executive and Director Compensation Processes The compensation & people committee generally meets at least four times annually and with greater frequency if necessary. The agenda for each meeting is usually developed by the chair of the compensation & people committee, in consultation with the chief executive officer or the chief people officer. The compensation & people committee meets regularly in executive session. From time to time, various members of management and other employees as well as outside advisors or consultants are invited by the compensation & people committee to make presentations, provide financial or other background information or advice or otherwise participate in compensation & people committee meetings. The chief executive officer may not participate in, or be present during, any deliberations or determinations of the compensation & people committee regarding his or her compensation. The charter of the compensation & people committee grants the compensation & people committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the compensation & people committee considers necessary or appropriate in the performance of its duties. In particular, the compensation & people committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. During the fiscal year ended December 31, 2025, the compensation & people committee directly engaged the Human Capital Solutions practice at Aon plc, or Aon, to advise the compensation & people committee on our compensation program for executive officers, which includes base salaries, annual performance-based cash incentives and equity incentive awards, and on our non-employee director compensation policy. Aon did not determine or make recommendations to the compensation & people committee regarding the specific amount or form of compensation of our executive officers or directors for fiscal year ended December 31, 2025, other than recommendations with respect to the proposed amendment to our 2023 Stock Incentive Plan, as Amended. Historically, the compensation & people committee has made (or has recommended that the independent members of the board of directors make) most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the last quarter of the year and the first quarter of the following year. However, the compensation & people committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. The compensation & people committee is responsible for making determinations regarding compensation of our executive officers other than our chief executive officer, making changes to pre-approved salary ranges, salary increases, equity awards, incentive payments and pre-approved equity ranges for new hires and high performers, the initiation of offerings under our 2013 employee stock purchase plan and making material changes to benefits offered to our employees. In addition, the compensation & people committee makes recommendations to our board of directors regarding the compensation of directors and the chief executive officer. Under its charter, the compensation & people committee may form, and delegate authority to, subcommittees, consisting of independent directors, as it deems appropriate. During fiscal year 2025, the compensation & people committee did not form or delegate authority to such subcommittees. During fiscal year 2025, the compensation & people committee delegated to the chief executive officer, or if the chief executive officer was unavailable, the chief financial officer, decision-making authority related to initial salary levels and salary adjustments, incentive payments and option and RSU grants for all non-executive officers, and non-material changes to employee benefits. Such delegated decision-making is governed by guidelines established by the compensation & people committee.

  26. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Our compensation & people committee is responsible for reviewing and approving, or recommending for approval by the board of directors, the compensation of our named executive officers, or NEOs, including salary, cash and equity incentive compensation levels, severance arrangements, change in control benefits and other forms of executive compensation. This committee is also responsible for evaluating our company’s performance against its goals and making related recommendations to our board of directors, assessing the performance of our NEOs, and ensuring our compensation program is aligned with the objectives described below and competitive with those of other companies in our industry that compete with us for talent. This section discusses the principles underlying our compensation & people committee’s policies and decisions with respect to the compensation of our NEOs. Our NEOs for 2025 were as follows:

  27. Compensation Discussion and Analysis

    In February 2025, the compensation & people committee approved 2025 base salaries, 2024 performance-based cash incentive awards and annual stock option, restricted stock unit, or RSU, and PSU awards for our NEOs, other than Mr. Goff and Dr. Viswanadhan (who began employment in March 2025, received new-hire equity grants in March 2025 and was only granted an annual PSU award as part of the 2025 executive compensation cycle). Upon the recommendation of our compensation & people committee, in February 2025, our board of directors approved the 2025 base salary, 2024 performance-based cash incentive award and annual stock option, RSU and PSU awards for Mr. Goff. In December 2024, our compensation & people committee approved the 2025 base salary, target 2025 performance-based cash incentive award, new hire equity awards (consisting of options, RSUs and PSUs) and sign-on bonus for Dr. Viswanadhan, who was appointed our chief corporate development & strategy officer effective March 5, 2025. In February 2026, the compensation & people committee approved 2026 base salaries, 2025 performance-based cash incentive awards and annual stock option, RSU and PSU awards for our NEOs, other than for Mr. Goff. Upon the recommendation of our compensation & people committee, in February 2026, our board of directors approved the 2026 base salary, 2025 performance-based cash incentive award and annual stock option, RSU and PSU awards for Mr. Goff. See the section entitled “—2026 Executive Compensation Decisions” for more information regarding the 2026 compensation of our NEOs. We have developed and periodically reassess our executive compensation program to align with current governance and best practices while ensuring our ability to achieve our stated objectives and philosophy and support our ambitious business goals:

  28. Compensation Discussion and Analysis

    | What We Do | What We Don’t Do | | ✓ Maintain an industry-specific peer group for benchmarking pay ✓ Target pay based on market norms ✓ Deliver executive compensation primarily through performance-based pay ✓ Set challenging short- and long-term incentive award goals ✓ Cap annual performance-based cash incentive program payouts at 150% of the target payout level | × Allow hedging or pledging of equity × Re-price stock options × Offer perquisites or personal benefits beyond limited perquisites for new hires × Provide supplemental executive retirement plans × Provide tax gross ups × Offer single-trigger cash severance × Provide dividend equivalents on unvested equity awards | | ✓ Maintain a clawback policy for equity and incentive compensation ✓ Require minimum levels of stock ownership by executives ✓ Offer market-competitive benefits for executives that are consistent with the rest of our employees ✓ Consult with an independent advisor on compensation levels and practices ✓ Annually assess risk of compensation policies, practices and programs | |

  29. Compensation Discussion and Analysis

    | • | attract and retain superior executives and other employees with outstanding skills and values who contribute to our short- and long-term success; |

  30. Compensation Discussion and Analysis

    | • | provide incentives that motivate and reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and |

  31. Compensation Discussion and Analysis

    | • | align executives’ interests with those of stockholders by rewarding the achievement of short- and long-term strategic and financial goals, which we believe serves to enhance short- and long-term value creation for our stockholders. |

  32. Compensation Discussion and Analysis

    To achieve its objectives, our compensation & people committee evaluates our executive compensation program with the goal of setting total compensation at levels that align with our culture, total rewards strategy, size, life stage and industry peers. Specifically, our compensation & people committee uses competitive market compensation data from an annual total compensation study of peer companies to inform its decisions about base salary and variable compensation as part of its review of overall compensation opportunities and the specific elements of our compensation program. The compensation & people committee uses multiple reference points when establishing target compensation levels and considers not only competitive market data to establish targeted pay levels but also factors such as company and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. The compensation & people committee also evaluates the compensation programs of other companies which, while not in our peer group, have similar characteristics with regard to business model, complexity and sophistication. In addition, our executives also receive a significant portion of their executive compensation in the form of long-term equity incentive compensation through the grants of stock options and RSUs that vest over time, and PSUs that vest upon the achievement of specified corporate milestones. We believe our long-term incentive awards facilitate retention and align the interests of our NEOs with those of our stockholders by allowing them to participate in the longer-term success of our company and the intended appreciation of our stock price. Aligned with the objectives described above, our compensation & people committee also considers a number of factors when comparing to our peers in determining equity incentive compensation for our NEOs, including annual long-term incentive values, annual equity awards expressed as a percentage of total shares outstanding, total annual and cumulative dilution, the retentive value of outstanding awards and total equity ownership. Given the dynamic biopharmaceutical market, the compensation & people committee does not overemphasize any one factor. Rather, the compensation & people committee takes a holistic view, further considering the achievement of company goals and how that impacts total stockholder return, as well as market data of our peer group, when determining actual award levels for the NEOs. We believe that designing our overall compensation program in this manner is necessary and appropriate to attract and retain the quality of talent we need to successfully grow our business, achieve our challenging goals, sustain strong performance, and differentiate ourselves from those companies against which we compete for talent while ensuring pay-for-performance alignment. Overview of Executive Compensation Process As a part of evaluating and determining NEO performance and compensation, our compensation & people committee receives recommendations from our chief executive officer (except with respect to his own performance and compensation). Our chief executive officer’s performance and compensation is approved by our board of directors based upon the recommendation of our compensation & people committee. The evaluation of each of our NEOs is based on our overall corporate performance against annual goals that are approved by the board of directors at the beginning of each year, as discussed in more detail below. The compensation & people committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the compensation & people committee in performing its responsibilities. The compensation & people committee may terminate the services of the consultant if the compensation & people committee deems it appropriate. In 2025, the compensation & people committee utilized the services of Aon to assist it in fulfilling its responsibilities. Aon was retained exclusively by the compensation & people committee and has not been retained by management to perform any work for the company other than projects performed at the direction of the compensation & people committee. Aon provides analysis and recommendations regarding:

  33. Compensation Discussion and Analysis

    | • | peer group selection for executive and board of directors’ compensation benchmarking; |

  34. Compensation Discussion and Analysis

    | • | compensation practices of our peer group, including executive severance arrangements; |

  35. Compensation Discussion and Analysis

    In addition, we subscribe to Aon’s various global annual and specialized life sciences and general industry surveys on an ongoing basis. Aon advised the compensation & people committee on all of the principal aspects of executive compensation for 2025. Aon consultants attend meetings of the compensation & people committee, including executive sessions in which executive compensation issues are discussed, when requested to do so. Aon reports to the compensation & people committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. The compensation & people committee annually evaluates its engagement of compensation consultants, and selected Aon to advise with respect to compensation matters based on Aon’s industry experience and reputation, which our compensation & people committee concluded gave Aon useful context and knowledge to advise it. The compensation & people committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists between Aon and the company, and that Aon is independent. Annual base salaries for the current year, and annual performance-based cash incentives and equity incentive awards for the prior year are generally determined in the first quarter of the year based on company and individual performance of the prior year, as well as other factors, including compensation trends in the biopharmaceutical industry and among our benchmark peers. Our compensation & people committee may also review or determine the compensation of our executive officers throughout the course of the year, including in connection with new hires, promotions or other special circumstances as our compensation & people committee determines appropriate. Use of Comparator Peer Group The compensation & people committee benchmarks our executive compensation against a peer group of companies to determine competitiveness and market trends. The compensation & people committee reviews the companies in our peer group annually, reviews Aon’s recommendations regarding which companies should be included in the peer group and makes adjustments as necessary to ensure the peer group continues to properly reflect comparable companies based on industry, market capitalization and headcount, as well as companies with which we compete for talented executives. The compensation & people committee also annually reviews the executive pay practices of other similarly situated companies as reported by Aon through industry surveys and proxy analyses specific to the biopharmaceutical and biotechnology sectors. The compensation & people committee considers this information when making determinations for each element of compensation. In developing the peer group of companies to inform 2025 compensation decisions, our compensation & people committee, with the assistance of Aon, established a peer group of 14 publicly traded, national and regional companies in the biopharmaceutical industry based on a balance of the following criteria:

  36. Compensation Discussion and Analysis

    The compensation & people committee believes the compensation practices of our peer group provide us with appropriate compensation benchmarks for evaluating the compensation of our NEOs. Notwithstanding the similarities of the peer group to our company, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do, as well as with prestigious academic and non-profit institutions. Other considerations, including market factors, the experience level of the executive and the executive’s performance against established corporate goals and individual objectives, may require that our compensation & people committee vary from its historic compensation practices or deviate from its general compensation philosophy under certain circumstances. For the purposes of informing 2026 compensation decisions, the compensation & people committee, with the advice of Aon, examined the peer group list and, with reference to market capitalization, therapeutic area, stage of development, number of employees and other key business metrics, approved the following 2026 peer group:

  37. Compensation Discussion and Analysis

    Specifically, ACADIA Pharmaceuticals Inc. was removed from the 2026 peer group because the company’s revenue moved outside of our targeted range, and Sage Therapeutics, Inc. was removed from the 2026 peer group due to the company having been acquired. Axome Therapeutics, Inc., Iovance Biotherapeutics, Inc., Soleno Therapeutics, Inc., Syndax Pharmaceuticals, Inc., and TG Therapeutics, Inc. were added to the 2026 peer group through an evaluation of potential peers meeting the above criteria.

  38. Executive Compensation Elements

    | • | annual performance-based cash incentives; |

  39. Executive Compensation Elements

    | • | equity incentive awards; |

  40. Executive Compensation Elements

    | • | severance and change in control benefits; |

  41. Executive Compensation Elements

    Our compensation & people committee uses its judgment to allocate long-term and short-term compensation for our NEOs, in alignment with our pay-for-performance philosophy and the long-term interests of stockholders. After reviewing information provided by our compensation consultant and other relevant data, our compensation & people committee determines what it believes to be the appropriate level and mix of the various compensation components. The compensation & people committee generally strives to provide our NEOs with a balance of short-term and long-term incentives to encourage consistently strong performance. Ultimately, the compensation & people committee’s objective in allocating between long-term and short-term compensation is to ensure adequate base compensation to attract and retain talent, while providing incentives to maximize long-term value for our company and our stockholders. Therefore, we provide cash compensation in the form of base salary to meet competitive salary norms and reward performance on an annual basis. We also provide cash compensation in the form of performance-based cash incentive compensation designed to incentivize and reward performance based on specific short-term annual company goals. To further focus our NEOs on longer-term performance, we rely upon equity-based incentive awards that vest over a meaningful period of time or upon the achievement of meaningful corporate milestones, thereby reinforcing stockholder value creation. In addition, we provide our executives with benefits that are available to all employees, including medical, vision and dental insurance; life and disability insurance; medical and dependent care flexible spending accounts; a 401(k) plan; and an opportunity to invest in our company pursuant to our employee stock purchase plan. Finally, we offer our NEOs severance benefits to align with market practice and to incentivize them to continue to strive to achieve stockholder value in connection with change in control situations. Base Salaries Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of our NEOs. Base salaries for our NEOs typically are established through arm’s length negotiation at the time the NEO is hired or promoted, taking into account the position for which the NEO is being considered and the NEO’s qualifications, prior experience and salary expectations. None of our NEOs is currently party to an employment agreement that provides for automatic or scheduled increases in base salary and we do not provide formulaic base salary increases to our NEOs. However, on an annual basis, our compensation & people committee reviews and evaluates, with input from our chief executive officer for all other NEOs, the need for adjustment of the base salaries of our NEOs based on changes and expected changes in the scope of a NEO’s responsibilities, including promotions, the individual contributions made by and performance of the NEO during the prior year, the NEO’s performance over a period of years, overall labor market conditions, the relative ease or difficulty of replacing the executive with a well-qualified person, our overall growth and development as a company and general salary trends in our industry and among our peer group and where the NEO’s salary falls in the salary range presented by that data. In making decisions regarding salary increases, the compensation & people committee may also draw upon the experience of members of our board of directors with other companies. In February 2025, based on a review of market data provided by Aon and the factors described above, including the current compensation levels of our NEOs and company performance and individual contributions, our compensation & people committee or board of directors, as applicable, approved 2025 salary increases for our NEOs, other than Dr. Viswanadhan. Dr. Viswanadhan was appointed our chief corporate development & strategy officer effective March 5, 2025, and his 2025 base salary was approved by the compensation & people committee in December 2024. The 2024 and 2025 annual base salaries of each of our NEOs were:

  42. Executive Compensation Elements

    Annual Performance-based Cash Incentives We have designed our annual performance-based cash incentive program, which is guided by specified annual corporate and individual goals and contributions, to emphasize pay-for-performance and to reward our NEOs for our performance during the preceding year. The target pay opportunity of the annual cash incentive for the chief executive officer is determined by our board of directors, based upon the recommendation of our compensation & people committee, and the amount of the target pay opportunity of the annual cash incentive for all other NEOs is determined by our compensation & people committee with input from our chief executive officer. In making such determinations and recommendations, the compensation & people committee examined the totality of anticipated and unanticipated achievements by us and each NEO in the preceding year, including our performance against specific research, clinical, regulatory, operational and financial company goals. In recent years, these annual company goals have primarily focused on the advancement of our most advanced programs. Our compensation & people committee determined to formally cap annual performance-based cash incentive program funding in any given year at 150% of the target payout level. Under our annual performance-based cash incentive program, individual cash incentive awards are determined by first establishing a cash incentive pool, which is adjusted based upon recommendations by our compensation & people committee and upon approval by our board of directors based on the company’s performance as measured against the company’s predetermined annual goals and then allocated among all eligible program participants. Our board of directors, upon recommendation of our compensation & people committee, annually evaluates the company’s strategic priorities for the upcoming year and assigns appropriate relative weightings for the annual corporate goals. Below is the list of the company’s 2025 goals and relative weighting assigned to each goal, as considered by our compensation & people committee and board of directors in their respective assessment of company performance in 2025.

  43. Executive Compensation Elements

    | | Target Award as % of Base Salary | Target Cash Incentive Payment ($) | 2025 Actual Cash Incentive Payment ($) | 2025 Actual Cash Incentive Payment (% of Target Award) | | Brian Goff | 70% | 592,804 | 592,804 | 100% | | Cecilia Jones | 45% | 240,789 | 240,789 | 100% | | James Burns | 45% | 237,274 | 237,274 | 100% | | Sarah Gheuens, M.D., Ph.D. | 45% | 270,478 | 270,478 | 100% | | Krishnan Viswanadhan, Pharm.D | 45% | 236,250 | 236,250 | 100% |

  44. Executive Compensation Elements

    The 2025 cash incentive payments for all employees, including the NEOs, were earned in 2025 and paid in 2026. As discussed below under “—2026 Executive Compensation Decisions”, the annual cash incentive target award percentages for 2026 performance for our NEOs remain unchanged from 2025 and 2024. Equity Incentive Awards Our equity award program is the primary long-term incentive compensation vehicle for our executives. We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Our executives benefit from stock option and RSU awards as our stock price increases through the creation of stockholder value; similarly, the PSU awards granted to our executives vest only after the achievement of specified company performance milestones. Accordingly, we believe stock option, RSU and PSU awards provide meaningful incentives to our executives to increase the value of our stock over time. In addition, the vesting features of our equity grants contribute to executive retention by providing an incentive to our executives to remain employed with us during the vesting period. Equity compensation represents the largest at-risk component of our NEOs’ compensation arrangements. We believe that it is appropriate to align the interests of our NEOs with those of our stockholders to achieve and sustain long-term stock price appreciation. We typically use stock option, RSU and PSU awards to compensate our NEOs in the form of initial grants in connection with the commencement of employment as well as on an annual basis. In addition, from time to time we have granted certain employees, including our NEOs, supplemental RSU and/or PSU awards in order to further promote retention and to motivate and recognize individual employees’ impact on our organizational success. We grant equity awards to our NEOs with both time-based and performance-based vesting. The stock options that we grant to our NEOs with time-based vesting typically become exercisable as to 25% of the shares underlying the option on the first anniversary of the grant date, and as to the remaining shares in equal monthly increments over the 36 months thereafter. The RSUs we grant to our NEOs typically vest in equal annual installments on each anniversary of the date of grant, until the third anniversary of such date. The PSUs that we grant to our NEOs generally vest in connection with the achievement of specified company performance milestones. The exercise price of all stock options equals the fair market value of shares of our common stock on the date of grant. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents. Vesting of stock options ceases on termination of service and the exercise rights of stock options cease shortly after termination of service except in the case of death or disability. Vesting of both RSU and PSU awards ceases upon termination of service. In specified termination and change in control circumstances, equity awards held by our NEOs are subject to accelerated vesting. See “—Severance and Change in Control Benefits” below for further information. Annual Equity Grants Our board of directors, upon the recommendation of our compensation & people committee, determined that the 2025 annual equity award for our chief executive officer would be split approximately 40% in stock options, 20% in RSUs and 40% in PSUs based on grant date fair value. Our compensation & people committee determined that the mix for the 2025 annual equity grants to our NEOs (other than the chief executive officer) be split approximately as follows: 50% in stock options, 25% in RSUs and 25% in PSUs, based on grant date fair value, for such NEOs. This equity mix excludes supplemental grants made to Ms. Jones and Mr. Burns in February 2025 (which are described below under “Supplemental 2025 Equity Grants”). Dr. Viswanadhan commenced employment with the company in March 2025, and as a result did not receive annual stock option or RSU grants in 2025, but did receive an annual PSU award in 2025 in accordance with the terms of his employment agreement. For information regarding the equity grants received by Dr. Viswanadhan upon his commencement of employment, see “New Hire Equity Grants” below. The compensation & people committee and board of directors determined that the equity mix for 2025 annual grants was appropriate to ensure that compensation remains tied to stock performance and achievement of meaningful corporate milestones (through stock options and PSUs) and promotes retention (via RSUs that vest over time to deliver equivalent value to stock options while using fewer authorized shares). As noted below under “—2026 Executive Compensation Decisions”, our compensation & people committee determined that annual equity awards for our NEOs, except for our chief executive officer, continue to be split approximately 50% in stock options, 25% in RSUs and 25% in PSUs, based on grant date fair value, for 2026, in order to closely align executive compensation with the achievement of meaningful corporate milestones. Our board of directors, upon the recommendation of our compensation & people committee, determined that the annual equity award for our chief executive officer would continue to be split approximately 40% in stock options, 20% in RSUs and 40% in PSUs based on grant date fair value, for 2026, in order to further emphasize the performance-based component. None of our NEOs are currently party to an employment agreement that provides for an automatic award of equity grants, other than initial equity awards made in connection with the start of employment. In determining the size of the annual stock option, RSU and PSU awards to our NEOs, our compensation & people committee, with the assistance from Aon, considers our company performance, individual performance, the potential for enhancing the creation of value for our stockholders, the amount of equity previously awarded to the NEOs and the vesting terms of such prior awards, the company’s broader organizational equity needs and overall dilution, as well as industry and peer group benchmark data. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer benchmarks and is consistent with our overall equity needs and dilution levels. Annual equity awards are typically granted to our NEOs effective March 1 of the applicable year. In February 2025, our compensation & people committee (or our board of directors, upon recommendation of our compensation & people committee, with respect to our chief executive officer) approved annual equity incentive awards in the form of stock options, RSUs and PSUs, as applicable, to our NEOs, effective March 1, 2025, in the amounts set forth opposite their respective names in the table below. In the case of each award, these grants were based on the NEO’s existing equity incentive holdings, level of responsibility within our company, equity ownership in relation to the peer group benchmark, and the compensation & people committee’s assessment (or our board of directors’ assessment, in the case of our chief executive officer) of the NEO’s individual performance and our overall company performance, in each case without reference to any specific metric.

  45. Executive Compensation Elements

    | | 2025 Annual Stock Option Awards (1) | 2025 Annual RSU Awards (2) | 2025 Annual PSU Awards (3) | | Brian Goff | 142,500 | 39,000 | 78,000 | | Cecilia Jones | 43,500 | 12,000 | 12,000 | | James Burns | 43,500 | 12,000 | 12,000 | | Sarah Gheuens, M.D., Ph.D. | 43,500 | 12,000 | 12,000 | | Krishnan Viswanadhan, Pharm.D(4) | — | — | 12,000 |

  46. Executive Compensation Elements

    | (1) The options have an exercise price of $33.12 per share, the closing price on the date of grant. The options are subject to time-based vesting, with 25% of the shares underlying the award vesting on the first anniversary of the grant date and the remaining shares vesting monthly thereafter in equal increments over 36 months, subject to continued service. |

  47. Executive Compensation Elements

    | (2) The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service. |

  48. Executive Compensation Elements

    | (3) The PSUs vest as to one-quarter (or one-half as it relates to Mr. Goff) of the underlying shares of common stock upon the achievement of a specified research and development milestone, as to an additional one-quarter of the underlying shares of common stock upon the achievement of a specified clinical milestone and as to one-half (or one-quarter as it relates to Mr. Goff) of the underlying shares of common stock upon the achievement of a second specified clinical milestone, in each case subject to continued service. The terms of the PSUs are more fully described below under “2025 PSU Program.” |

  49. Executive Compensation Elements

    | (4) Dr. Viswanadhan did not receive annual stock option or RSU awards in 2025, but did receive an annual PSU award in accordance with his employment agreement. |

  50. Executive Compensation Elements

    New Hire Equity Grants In connection with the start of Dr. Viswanadhan’s employment on March 5, 2025, the compensation & people committee granted him equity awards in the form of stock options, RSUs and PSUs, as reflected in the table below. These awards were granted outside our 2023 Stock Incentive Plan, as amended, as inducements material to Dr. Viswanadhan’s entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4), and were designed to be competitive with market practice.

  51. Executive Compensation Elements

    | | New Hire Stock Option Awards (1) | New Hire RSU Awards (2) | New Hire PSU Awards (3) | | Krishnan Viswanadhan, Pharm.D | 55,374 | 24,300 | 16,200 |

  52. Executive Compensation Elements

    | (1) The options have an exercise price of $33.95 per share, the closing price on the date of grant. The options are subject to time-based vesting, with 25% of the shares underlying the award vesting on the first anniversary of the grant date and the remaining shares vesting monthly thereafter in equal increments over 36 months, subject to continued service. |

  53. Executive Compensation Elements

    | (2) The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service. |

  54. Executive Compensation Elements

    | (3) The PSUs vest as to one-half of the underlying shares of common stock upon the achievement of a specified clinical milestone, and as to an additional one-half of the underlying shares of common stock upon the achievement of a revenue milestone, in each case subject to continued service. The terms of the PSUs are more fully described below under “2024 PSU Program.” |

  55. Executive Compensation Elements

    | | RSU Awards (1) | | Cecilia Jones | 15,910 | | James Burns | 11,759 |

  56. Executive Compensation Elements

    | (1) The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service. |

  57. Executive Compensation Elements

    Performance Share Units (PSUs) In addition to annual stock option and RSU grants, we grant PSUs to our executives, including our NEOs, in order to further align executive incentives with critical value drivers for the business. We have multiple PSU programs for our executives under which PSUs will vest only after the achievement of specified performance milestones, as described below. Beginning in 2022, our compensation & people committee formally introduced PSUs as part of the annual equity grants to our executives, including our NEOs. Our PSU program milestones for the past five years are summarized below. 2022 PSU Program The PSUs that we granted to our then-current NEOs in 2022 (including to Ms. Jones upon commencement of her employment in 2022, and other than Mr. Goff), vest as to one-half of the underlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones, the performance period for which expires as set forth below:

  58. Executive Compensation Elements

    2022 PSU Awards to Chief Executive Officer The PSUs that we granted to Mr. Goff in August 2022 in connection with his appointment as our chief executive officer vest as to the underlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones, the performance period and relative weight for each milestone as set forth below:

  59. Executive Compensation Elements

    2023 PSU Program The PSUs that we granted to our then-current NEOs in March 2023 vest as to one-half of the underlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones (which are also included in the milestones for Mr. Goff’s 2022 PSU awards, described above), with the performance period as set forth below:

  60. Executive Compensation Elements

    As part of Dr. Viswanadhan’s new hire equity awards granted in March 2025, he was granted PSUs with the same performance conditions as the PSUs under the 2024 PSU Program. 2025 PSU Program The PSUs that we granted to our NEOs in March 2025 vest as to the underlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones, the performance period and relative weight for each milestone as set forth below:

  61. Executive Compensation Elements

    2026 PSU Program The PSUs that we granted to our NEOs in March 2026 vest as to the underlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones, the performance period and relative weight for each milestone as set forth below:

  62. Executive Compensation Elements

    | • | Relative total shareholder return, or TSR, of our common stock as compared to companies in the NASDAQ Biotechnology Index exceeds the performance goals established by the compensation committee over a three-year period from January 1, 2026 to December 31, 2028, with up to 200% of target shares vesting if certain TSR performance parameters are achieved (75% of underlying shares for Mr. Goff; 50% of underlying shares for our other NEOs; milestone not yet achieved). |

  63. Executive Compensation Elements

    We believe that PSUs further increase the performance orientation of our executive compensation program thereby leading to the compensation & people committee’s decision to formally include PSUs as part of the annual equity award mix for our executives. The PSU milestones are intended to align with a broad range of the most significant long-term value-creating objectives for the company. 2026 Executive Compensation Decisions In February 2026, our compensation & people committee (or our board of directors, upon recommendation of the compensation & people committee, for our chief executive officer) approved 2026 base salaries, target annual performance-based cash incentive percentages and annual stock option, RSU and PSU awards for our NEOs. The table below sets forth the 2026 compensation levels for our NEOs.

  64. Executive Compensation Elements

    | | 2026 Target Bonus Award (%) | Change in Target Bonus Award from 2025 | 2026 Base Salary ($) | % Base Salary Increase over 2025 | | 2026 Equity Incentive Awards (Options)(1) | 2026 Equity Incentive Awards (RSUs)(2) | 2026 Equity Incentive Awards (PSUs)(3) | | Brian Goff | 70% | — | $872,269 | 3.0 | %(4) | 174,000 | 48,000 | 96,000 | | Cecilia Jones | 45% | — | $551,138 | 3.0 | %(4) | 52,000 | 14,000 | 14,000 | | James Burns | 45% | — | $543,093 | 3.0 | %(4) | 52,000 | 14,000 | 14,000 | | Sarah Gheuens, M.D., Ph.D. | 45% | — | $619,092 | 3.0 | %(4) | 52,000 | 14,000 | 14,000 | | Krishnan Viswanadhan, Pharm.D | 45% | — | $540,750 | 3.0 | %(4) | 52,000 | 14,000 | 14,000 |

  65. Executive Compensation Elements

    | (1) Effective March 1, 2026, our compensation & people committee, or board of directors, as applicable, approved the grant of these stock option awards to our NEOs, at an exercise price of $29.20 per share, the closing price on the date of grant. The options are subject to time-based vesting, with 25% of the shares underlying the award vesting on the first anniversary of the grant date and the remaining shares vesting monthly thereafter in equal increments over 36 months, subject to continued service. |

  66. Executive Compensation Elements

    | (2) Effective March 1, 2026, our compensation & people committee, or board of directors, as applicable, approved the grant of these RSUs to our NEOs. The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service. |

  67. Executive Compensation Elements

    | (3) Effective March 1, 2026, our compensation & people committee, or board of directors, as applicable, approved the grant of these PSUs to our NEOs. The PSUs vest as to one-half (one quarter in the case of Mr. Goff) of the underlying shares of common stock upon the achievement of a specified clinical milestone and as to one-half (three quarters in the case of Mr. Goff) of the underlying shares of common stock upon the achievement of a relative TSR metric, in each case subject to continued service. The terms of the PSUs are more fully described above under “2026 PSU Program.” |

  68. Executive Compensation Elements

    | | RSU Awards (1) | | Sarah Gheuens, M.D., Ph.D. | 22,000 |

  69. Executive Compensation Elements

    | (1) The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service. |

  70. Executive Compensation Elements

    Salary increases for 2026 became effective as of January 1, 2026. The annual cash incentive target award percentage for our NEOs remained unchanged from 2025. Annual performance-based cash incentive program payouts for 2026 annual cash incentives will be based on our performance against specific research, clinical, operational and financial company goals and, as stated above, will be capped at 150% of the target payout level. In February 2026, our compensation & people committee determined that annual equity awards for our NEOs, with the exception of our chief executive officer, would be split approximately 50% in stock options, 25% in RSUs and 25% in PSUs, based on grant date fair value, for 2026, in order to closely align executive compensation with the achievement of meaningful corporate milestones. The compensation & people committee and board of directors determined that the grant of the annual equity award for our chief executive officer would be split approximately 40% in stock options, 20% in RSUs and 40% in PSUs based on grant date fair value, in order to further emphasize the performance-based component. Severance and Change in Control Benefits In 2016, our compensation & people committee adopted the Severance Benefits Plan, or the Severance Plan, which applies to our NEOs and certain other employees, and which became effective as of April 22, 2016 and was subsequently amended on October 6, 2022. The Severance Plan provides for severance benefits in the event of a termination of such NEO’s employment by us without cause or by such employee for good reason either (i) before or more than 18 months after a change in control, or Non-Change of Control Termination, or (ii) within 18 months following a change in control, or Change of Control Termination. Please refer to “—Employment, Severance and Change in Control Arrangements” below for a more detailed discussion of severance and change in control benefits for our NEOs. We also have provided estimates of the value of the severance payments made and other benefits provided to our NEOs under specified termination circumstances under the caption “—Potential Payments Upon Termination or Change in Control” below. We believe that providing these benefits helps us compete for executive talent. These benefits are designed to promote stability and continuity of our senior management and are intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual, threatened, or rumored change in control of the company. Health and Welfare Benefits Our NEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability insurance plans, in each case on the same basis as other employees. We believe that these health and welfare benefits help ensure that we have a productive and focused workforce through reliable and competitive health and other benefits. 401(k) Retirement Plan We maintain a 401(k)-retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code, as amended, or the Code. In general, all of our employees are eligible to participate, beginning on the first day of the month following commencement of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $23,500 in 2025, and have the amount of the reduction contributed to the 401(k) plan. Participants who turned age 50 in 2025 were also eligible to make “catch-up” contributions, which in 2025 were up to an additional $7,500 above the statutory limit. Participants who were ages 60 to 63 in 2025 were eligible for a higher catch-up contribution limit of $11,250 for 2025. In 2025, we matched 100% of employee 401(k) contributions up to the first 4% of eligible contributions. Matching contributions are 100% vested immediately.

  71. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards On an annual basis, we grant stock options and RSUs to our employees and also grant PSUs to certain employees including our executive officers. We grant options and RSUs to our non-employee directors on an annual basis in accordance with our non-employee director compensation policy. We also grant stock options, RSUs and, with respect to our executive officers and certain others, PSUs, to individuals upon hire or, in limited circumstances, promotion, for retention purposes or to reward significant contributions. We currently do not grant stock appreciation rights or similar option-like instruments. During the year ended December 31, 2025, neither the board of directors nor the compensation committee took material nonpublic information into account when determining the timing or terms of equity awards, nor did the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Annual stock option grants to our executive officers are typically granted by our compensation committee (or in the case of the chief executive officer, by our board of directors) effective on March 1 st of each year. Stock options granted to new hires who are executive officers are typically granted by our board of directors effective upon such executive officer’s employment start date. In 2025, our compensation committee delegated authority to our chief executive officer, or if the chief executive officer was unavailable, the chief financial officer, under our 2023 Stock Incentive Plan, as amended, to grant annual stock grants to our non-executive officer employees effective on March 1 st of the year. Stock options granted to new hires who are non-executive employees are typically granted pursuant to delegated authority by our chief executive officer, or if the chief executive officer was unavailable, the chief financial officer, under our 2023 Stock Incentive Plan, as amended, effective on the first trading day of the month following the month in which the employee is hired. If stock options are granted in connection with promotions or for retention purposes, such grants are also typically pursuant to delegated authority and are effective on February 1 st of each year or on the first trading day of the month following the related event. Our chief executive officer and chief financial officer do not take into account material nonpublic information when determining the timing or terms of such stock option grants. Under our non-employee director compensation policy, the grants of annual stock options to non-employee directors serving at the time of our annual meeting of stockholders are effective immediately following such annual meeting of our stockholders. Under our non-employee director compensation policy, our board of directors grants stock options to new non-employee directors effective upon the director’s initial election to our board of directors. During the year ended December 31, 2025, we did not grant stock options to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

  72. Summary Compensation Table

    Summary Compensation Table The following table shows information regarding the compensation of our NEOs during the fiscal years ended December 31, 2025, 2024 and 2023.

  73. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Brian Goff | 2025 | 846,864 | — | 1,291,680 | 2,627,252 | 592,804 | 11,789 | 5,370,389 | | Chief Executive Officer | 2024 | 822,198 | — | 1,742,580 | 3,480,506 | 719,423 | 11,653 | 6,776,359 | | | 2023 | 798,250 | — | 637,755 | 1,319,723 | 648,179 | 12,546 | 3,416,453 | | Cecilia Jones | 2025 | 535,085 | — | 924,379 | 802,008 | 240,789 | 15,961 | 2,518,222 | | Chief Financial Officer | 2024 | 503,880 | — | 548,590 | 1,068,185 | 283,433 | 15,261 | 2,419,349 | | | 2023 | 484,500 | — | 150,060 | 307,242 | 252,910 | 14,072 | 1,208,784 | | James Burns | 2025 | 527,275 | — | 786,898 | 802,008 | 237,274 | 15,961 | 2,369,416 | | Chief Legal Officer | 2024 | 511,917 | — | 548,590 | 1,068,185 | 287,954 | 15,861 | 2,432,507 | | | 2023 | 497,007 | — | 300,120 | 614,478 | 507,838 | 15,097 | 1,934,540 | | Sarah Gheuens, M.D., Ph.D. | 2025 | 601,060 | — | 397,440 | 802,008 | 270,478 | 15,694 | 2,086,680 | | Chief Medical Officer, Head of Research & Development | 2024 | 583,495 | — | 548,590 | 1,068,185 | 328,216 | 15,861 | 2,544,347 | | | 2023 | 566,500 | — | 1,008,114 | 614,478 | 666,964 | 14,103 | 2,870,159 | | Krishnan Viswanadhan, Pharm.D | 2025(4) | 433,125 | 250,000 | 824,985 | 1,048,532 | 236,250 | 12,134 | 2,805,026 | | Chief Corporate Development & Strategy Officer | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — |

  74. Summary Compensation Table

    | (1) Amounts listed represent the aggregate fair value amount computed as of the grant date of options, RSUs and PSUs granted in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9, Share-Based Payments, of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 12, 2026. In accordance with SEC rules, for PSUs, these amounts are calculated based on the probable outcome of the performance conditions on the grant date. For each PSU granted during 2025, we determined that, as of the respective dates of grant, it was not probable, as defined under applicable accounting standards that any of the performance conditions would be achieved and, as a result, we assigned a grant date fair value of $0. The value of the 2025 PSU awards for Mr. Goff, Ms. Jones, Mr. Burns, Dr. Gheuens and Dr. Viswanadhan at the respective grant dates assuming that the highest level of performance conditions were achieved would be $2,583,360, $397,440, $397,440, $397,440 and $957,390, respectively. The value of the 2024 PSU awards for Mr. Goff, Ms. Jones, Mr. Burns and Dr. Gheuens at the respective grant dates assuming that the highest level of performance conditions were achieved would be $1,742,580, $548,590, $548,590 and $548,590, respectively. The value of the 2023 PSU awards for Mr. Goff, Ms. Jones, Mr. Burns and Dr. Gheuens at the respective grant dates assuming that the highest level of performance conditions were achieved would be $637,755, $300,120, $300,120 and $300,120, respectively |

  75. Summary Compensation Table

    | (2) Amounts represent awards to each of our NEOs under our annual performance-based cash incentive program and in addition, for 2023 only, awards for Mr. Burns and Dr. Gheuens under our performance-based cash bonus plan adopted in December 2022. Annual cash incentive compensation earned during the year is typically paid in the following year. The performance-based cash bonus payments were earned in 2023 and paid in January 2024 in the amounts of $248,400 to Mr. Burns and $371,250 to Dr. Gheuens. |

  76. Summary Compensation Table

    | (3) For 2025, amounts include a matching contribution under the company’s 401(k) plan for Mr. Goff, Ms. Jones, Mr. Burns, Dr. Gheuens and Dr. Viswanadhan of $9,828, $14,000, $14,000, $13,733 and $10,500, respectively. Amounts also include the dollar value of company-paid life insurance and disability insurance premiums paid during the fiscal year for the NEO. |

  77. Summary Compensation Table

    | (4) Dr. Viswanadhan’s 2025 annualized base salary was $525,000; however, as Dr. Viswanadhan joined the company as our chief corporate development & strategy officer effective March 5, 2025, his base salary reported was pro-rated in 2025. In addition, in 2025, Dr. Viswanadhan received a sign on bonus of $250,000 and received stock option, RSU and PSU awards upon hire. |

  78. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table sets forth information concerning each grant of an award made to a NEO during the fiscal year ended December 31, 2025 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received. The cash awards were made under our annual performance-based cash incentive program. The new hire equity awards granted to Dr. Viswanathan in March 2025 were made outside of our 2023 Stock Incentive Plan, as amended, as inducements material to his entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4). All of the other equity awards granted to our NEOs in 2025 were made under our 2023 Stock Incentive Plan, as amended. Each grant was authorized by our compensation & people committee, or board of directors, as applicable. For more information on equity acceleration benefits under specified circumstances, see “—Employment, Severance and Change in Control Arrangements.”

  79. Grants of Plan-Based Awards for 2025

    | | Date of Grant | Grant Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(#) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Brian Goff | | Annual Incentive | — | 592,804 | 889,206 | | | | | | | | | | 3/1/2025 | PSUs | | | | — | 78,000(5) | 78,000(5) | | | | —(5) | | | 3/1/2025 | RSUs | | | | — | | | 39,000(6) | | | 1,291,680 | | | 3/1/2025 | Stock Options | | | | — | | | | 142,500 | 33.12 | 2,627,252 | | Cecilia Jones | | Annual Incentive | — | 240,789 | 361,184 | | | | | | | | | | 3/1/2025 | PSUs | | | | — | 12,000(5) | 12,000(5) | | | | —(5) | | | 3/1/2025 | RSUs | | | | — | | | 12,000(6) | | | 397,440 | | | 3/1/2025 | RSUs | | | | — | | | 15,910(6) | | | 526,939 | | | 3/1/2025 | Stock Options | | | | — | | | | 43,500 | 33.12 | 802,008 | | James Burns | | Annual Incentive | — | 237,274 | 355,911 | — | | | | | | | | | 3/1/2025 | PSUs | | | | — | 12,000(5) | 12,000(5) | | | | —(5) | | | 3/1/2025 | RSUs | | | | — | | | 12,000(6) | | | 397,440 | | | 3/1/2025 | RSUs | | | | — | | | 11,759(6) | | | 389,458 | | | 3/1/2025 | Stock Options | | | | — | | | | 43,500 | 33.12 | 802,008 | | Sarah Gheuens, M.D., Ph.D. | | Annual Incentive | — | 270,478 | 405,717 | — | | | | | | | | | 3/1/2025 | PSUs | | | | — | 12,000(5) | 12,000(5) | | | | —(5) | | | 3/1/2025 | RSUs | | | | — | | | 12,000(6) | | | 397,440 | | | 3/1/2025 | Stock Options | | | | — | | | | 43,500 | 33.12 | 802,008 | | Krishnan Viswanadhan, Pharm.D | | Annual Incentive | — | 236,250 | 354,375 | — | | | | | | | | | 3/5/2025 | PSUs | | | | — | 28,200(5) | 28,200(5) | | | | —(5) | | | 3/5/2025 | RSUs | | | | — | | | 24,300(6) | | | 824,985 | | | 3/5/2025 | Stock Options | | | | — | | | | 55,374 | 33.95 | 1,048,532 |

  80. Grants of Plan-Based Awards for 2025

    | (1) Amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts, respectively, payable under our annual incentive cash program as described above under “Annual Performance-based Cash Incentives”. Actual amounts paid for 2025 performance are presented in the “Non-equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  81. Grants of Plan-Based Awards for 2025

    | (2) Options subject to time-based vesting criteria established by the compensation & people committee or board of directors, as applicable, and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. |

  82. Grants of Plan-Based Awards for 2025

    | (3) The exercise price per share of these stock options is equal to the closing price of our common stock on the grant date. |

  83. Grants of Plan-Based Awards for 2025

    | (4) Amounts listed represent the aggregate fair value amount computed as of the grant date of the awards in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9, Share-Based Payments, of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 12, 2026. For PSUs, these amounts reflect the grant date fair value of such awards based upon the probable outcome of the performance conditions at the time of grant as determined under applicable accounting standards. |

  84. Grants of Plan-Based Awards for 2025

    | (5) PSUs vest upon the achievement of specified corporate milestones established by the compensation & people committee, or board of directors, as applicable, and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. For each PSU granted during 2025, we determined that, as of the respective dates of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0. |

  85. Grants of Plan-Based Awards for 2025

    | (6) RSUs subject to time-based vesting criteria established by the compensation & people committee or board of directors, as applicable, and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. |

  86. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards for each of our NEOs at December 31, 2025. For more information on equity acceleration benefits under specified circumstances, see “-Employment, Severance and Change in Control Arrangements.”

  87. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | 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) | 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 ($)(3) | | Brian Goff | | | | | | | | | | | | 08/08/2022 | 467,563 | 93,520 | $29.38 | 08/08/2032 | | | | | | | 08/08/2022 | - | - | - | - | - | - | (4) | (4) | | | 03/01/2023 | 64,965 | 29,535 | $25.01 | 03/01/2033 | | | | | | | 03/01/2023 | - | - | - | - | 8,500 | 231,370 | | | | | 03/01/2024 | 85,529 | 109,971 | $32.27 | 03/01/2034 | - | - | | | | | 03/01/2024 | - | - | - | - | 36,000 | 979,920 | | | | | 03/01/2024 | - | - | - | - | - | - | (5) | (5) | | | 03/01/2025 | - | 142,500 | $33.12 | 03/01/2035 | - | - | | | | | 03/01/2025 | - | - | - | - | 39,000 | 1,061,580 | | | | | 03/01/2025 | - | - | - | - | - | - | (6) | (6) | | Cecilia Jones | | | | | | | | | | | | 09/26/2022 | 96,187 | 22,203 | $27.88 | 09/26/2032 | | | | | | | 03/01/2023 | 15,118 | 6,882 | $25.01 | 03/01/2033 | | | | | | | 03/01/2023 | - | - | - | - | 2,000 | 54,440 | | | | | 03/01/2024 | 26,250 | 33,750 | $32.27 | 03/01/2034 | | | | | | | 03/01/2024 | - | - | - | - | 11,333 | 308,484 | | | | | 03/01/2024 | - | - | - | - | - | - | (5) | (5) | | | 03/01/2025 | - | 43,500 | $33.12 | 03/01/2035 | | | | | | | 03/01/2025 | - | - | - | - | 27,910 | 759,710 | | | | | 03/01/2025 | - | - | - | - | - | - | (2) | (2) | | | 03/01/2025 | - | - | - | - | - | - | (6) | (6) | | James Burns | | | | | | | | | | | | 04/04/2016 | 5,420 | - | $43.77 | 04/04/2026 | | | | | | | 02/21/2017 | 5,749 | - | $50.40 | 02/21/2027 | | | | | | | 02/16/2018 | 8,295 | - | $77.70 | 02/16/2028 | | | | | | | 02/22/2019 | 8,690 | - | $58.86 | 02/22/2029 | | | | | | | 02/14/2020 | 2,607 | - | $51.51 | 02/14/2030 | | | | | | | 02/10/2021 | 22,000 | - | $56.68 | 02/10/2031 | | | | | | | 03/01/2022 | 38,435 | 2,565 | $32.20 | 03/01/2032 | | | | | | | 03/01/2023 | 30,245 | 13,755 | $25.01 | 03/01/2033 | | | | | | | 03/01/2023 | - | - | - | - | 4,000 | 108,880 | | | | | 03/01/2024 | 26,250 | 33,750 | $32.27 | 03/01/2034 | | | | | | | 03/01/2024 | - | - | - | - | 11,333 | 308,484 | | | | | 03/01/2024 | - | - | - | - | - | - | (5) | (5) | | | 03/01/2025 | - | 43,500 | $33.12 | 03/01/2035 | | | | | | | 03/01/2025 | - | - | - | - | 23,759 | 646,720 | | | | | 03/01/2025 | - | - | - | - | - | - | (2) | (2) | | | 03/01/2025 | - | - | - | - | - | - | (6) | (6) |

  88. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | 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) | 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 ($)(3) | | Sarah Gheuens, M.D., Ph.D. | | | | | | | | | | | | 12/02/2019 | 6,044 | - | $38.72 | 12/02/2029 | | | | | | | 02/10/2021 | 3,243 | - | $56.68 | 02/10/2031 | | | | | | | 03/01/2022 | 38,435 | 2,565 | $32.20 | 03/01/2032 | | | | | | | 03/01/2023 | 12,375 | 13,755 | $25.01 | 03/01/2033 | | | | | | | 03/01/2023 | - | - | - | - | 4,000 | 108,880 | | | | | 07/01/2023 | - | - | - | - | 8,375 | 227,968 | | | | | 03/01/2024 | 26,250 | 33,750 | $32.27 | 03/01/2034 | | | | | | | 03/01/2024 | - | - | - | - | 11,333 | 308,484 | | | | | 03/01/2024 | - | - | - | - | - | - | (5) | (5) | | | 03/01/2025 | - | 43,500 | $33.12 | 03/01/2035 | | | | | | | 03/01/2025 | - | - | - | - | 12,000 | 326,640 | | | | | 03/01/2025 | - | - | - | - | - | - | (6) | (6) | | Krishnan Viswanadhan, Pharm.D | | | | | | | | | | | | 03/05/2025 | - | 55,374 | $33.95 | 03/05/2035 | | | | | | | 03/05/2025 | - | - | - | - | 24,300 | 661,446 | | | | | 03/05/2025 | - | - | - | - | | | (5) | (5) | | | 03/05/2025 | - | - | - | - | - | - | (6) | (6) |

  89. Outstanding Equity Awards at Fiscal Year-End

    | (1) The options vest with 25% of the shares underlying the option vesting on the first anniversary of the grant date and the remaining shares vesting monthly thereafter in equal increments over 36 months, subject to continued service. |

  90. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents RSUs, each unit representing a contingent right to receive one share of common stock. One-third of the shares underlying the units vest on the first, second and third anniversaries of the grant date, subject to continued service. |

  91. Outstanding Equity Awards at Fiscal Year-End

    | (3) Market values are based on a price of $27.22 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025, the last trading day of the year. |

  92. Outstanding Equity Awards at Fiscal Year-End

    | (4) At December 31, 2025, Mr. Goff held PSUs for 25,528 shares with a market value as of December 31, 2025 calculated in accordance with footnote (3) of $694,872. Each unit represents a contingent right to receive one share of common stock. These PSUs vest upon the achievement of a specified clinical milestone that remained outstanding at December 31, 2025, as determined by our compensation & people committee. The performance period for the remaining milestone ends on December 31, 2026. The performance milestones underlying this PSU are more fully described above under “2022 PSU Awards to Chief Executive Officer”, including the performance milestones that were achieved during 2023, 2024 and 2025. |

  93. Outstanding Equity Awards at Fiscal Year-End

    | (5) At December 31, 2025, Mr. Goff held PSUs for 54,000 shares, Ms. Jones, Mr. Burns and Dr. Gheuens each held PSUs for 17,000 shares, and Dr. Viswanadhan held PSUs for 16,200 shares, each with a market value as of December 31, 2025 calculated in accordance with footnote (3) of $1,469,880, $462,740, |

  94. Outstanding Equity Awards at Fiscal Year-End

    | $462,740, $462,740 and $440,964, respectively. Each unit represents a contingent right to receive one share of common stock. For Mr. Goff, 25% of the PSUs vest upon the achievement of a specified clinical milestone, with the remaining 75% of the PSUs vesting upon the achievement of a specified revenue milestone. For Ms. Jones, Mr. Burns, Dr. Gheuens and Dr. Viswanadhan, one-half of the PSUs vest upon the achievement of a specified clinical milestone, and the remaining half of the PSUs vest upon the achievement of a specified commercial milestone. All of the PSUs were unearned and unvested as of December 31, 2025. The performance milestones are more fully described above under “2024 PSU Program.” |

  95. Outstanding Equity Awards at Fiscal Year-End

    | (6) At December 31, 2025, Mr. Goff held PSUs for 78,000 shares, and Ms. Jones, Mr. Burns, Dr. Gheuens and Dr. Viswanadhan each held PSUs for 12,000 shares, each with a market value as of December 31, 2025 calculated in accordance with footnote (3) of $2,123,160, $326,640, $326,640, $326,640 and $326,640, respectively. Each unit represents a contingent right to receive one share of common stock. For Mr. Goff, 25% of the PSUs vest upon the achievement of a specified clinical milestone, 25% of the PSUs vest upon the achievement of a second specified clinical milestone, with the remaining 50% of the PSUs vesting upon the achievement of a specified research milestone. For Ms. Jones, Mr. Burns, Dr. Gheuens and Dr. Viswanadhan, one-half of the PSUs vest upon the achievement of a specified clinical milestone, 25% of the PSUs vest upon the achievement of a second specified clinical milestone, and the remaining 25% of the PSUs vest upon the achievement of a specified research milestone. All of the PSUs were unearned and unvested as of December 31, 2025. The performance milestones are more fully described above under “2025 PSU Program.” |

  96. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth information concerning option exercises and stock vested for each of our NEOs during the fiscal year ended December 31, 2025:

  97. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting(#) | Value realized on Vesting($)(2) | | Brian Goff | — | — | 125,746 | 4,098,524 | | Cecilia Jones | — | — | 27,139 | 909,035 | | James Burns | — | — | 25,500 | 842,790 | | Sarah Gheuens M.D., Ph.D. | 17,870 | 266,935 | 33,874 | 1,121,309 | | Krishnan Viswanadhan, Pharm.D | — | — | — | — |

  98. Option Exercises and Stock Vested in 2025

    | (1) The value realized when the stock options were exercised represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the stock options. |

  99. Option Exercises and Stock Vested in 2025

    | (2) The value realized when the stock awards vested represents the number of shares underlying the units vested multiplied by market value of the shares on the vesting date. |

  100. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer. The purpose of this disclosure is to provide a measure of the equitability of pay within our company. We believe our compensation philosophy and process yield an equitable result for all of our employees. We identified the median employee for 2025 as of October 1, 2025, by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by expected annual work schedule, for hourly employees), (B) target bonus for 2025, and (C) the estimated fair value of any equity awards granted during the fiscal year ended December 31, 2025 and, (ii) ranking this aggregated compensation measure for our employees from lowest to highest. This calculation was performed for all employees, excluding Mr. Goff, our chief executive officer. Mr. Goff’s 2025 compensation, for purposes of this pay ratio disclosure, was $5,370,389. The annual total compensation for our median employee for 2025 was $303,140 resulting in a pay ratio of approximately 18 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC regulations based on our internal records and the methodology described above. The SEC regulation for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  101. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers, or PEOs, and Non-PEO NEOs and company performance for the fiscal years listed below. The compensation & people committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown. For discussion of how our compensation & people committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 40 of this Proxy Statement.

  102. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO 1(1) ($) | Summary Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 1 (1)(2)(3) ($) | Compensation Actually Paid to PEO 2(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Net Product Revenue(5) ($ Millions) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2025 | — | 5,370,389 | — | 5,976,610 | 2,444,836 | 2,239,171 | 62.82 | 119.92 | (413) | 54.03 | | 2024 | — | 6,776,359 | — | 12,973,276 | 2,462,405 | 3,526,736 | 75.84 | 90.58 | 674 | 36.50 | | 2023 | — | 3,416,453 | — | 2,214,078 | 2,436,689 | 2,165,913 | 51.40 | 91.84 | (352) | 26.82 | | 2022 | 4,911,049 | 11,744,447 | 3,809,001 | 11,143,330 | 1,958,794 | 1,440,120 | 64.80 | 88.53 | (232) | 11.74 | | 2021 | 6,519,427 | — | 1,457,816 | — | 2,188,153 | 857,046 | 75.86 | 99.37 | 1,605 | 0.00 |

  103. Pay Versus Performance Disclosure

    | (1) Jacqualyn A. Fouse, Ph.D. (PEO 1) was our PEO for 2021 and until August 8, 2022. Brian Goff (PEO 2) has been our PEO since August 8, 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  104. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023-2024 | 2025 | | Jonathan Biller | Jonathan Biller | Sarah Gheuens, M.D., Ph.D. | Cecilia Jones | | Christopher Bowden | Bruce Car, Ph.D. | Cecilia Jones | James Burns | | Bruce Car, Ph.D. | Sarah Gheuens, M.D., Ph.D. | James Burns | Sarah Gheuens, M.D., Ph.D. | | Sarah Gheuens, M.D., Ph.D. | Richa Poddar | Tsveta Milanova | Krishnan Viswanadhan, Pharm.D | | Richa Poddar | Cecilia Jones | | | | Darrin Miles | James Burns | | |

  105. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation actually earned, realized, or received by the company’s NEOs during the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  106. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column for PEO 2 and the non-PEO NEOs are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  107. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards and Option Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2025 | 5,370,389 | (3,918,932) | 4,525,153 | 5,976,610 |

  108. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,444,836 | (1,597,065) | 1,391,400 | 2,239,171 |

  109. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  110. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in any Prior Year for PEO 2 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Total—Inclusion of Equity Values for PEO 2 ($) | | 2025 | 3,224,443 | (1,046,174) | — | 2,346,884 | — | 4,525,153 |

  111. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in any Prior Year for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total—Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 1,302,731 | (214,864) | — | 303,532 | — | 1,391,400 |

  112. Pay Versus Performance Disclosure

    | (4) The peer group TSR set forth in this table utilizes the NASDAQ Biotechnology Index (“NASDAQ Biotech Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 12, 2026. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the company and in the NASDAQ Biotech Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  113. Pay Versus Performance Disclosure

    | (5) We determined net product revenue to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. This performance measure may not have been the most important financial performance measure for 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Assumptions used in revenue recognition are described in Note 2, Summary of Significant Accounting Policies, to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 12, 2026. |

  114. Pay Versus Performance Disclosure

    NEO Compensation Actually Paid and Cumulative TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the company’s cumulative TSR over the five most recently completed fiscal years. The chart also compares the company’s cumulative TSR to that of the NASDAQ Biotech Index over the same period. NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. NEO Compensation Actually Paid and Net Product Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net product revenue during the five most recently completed fiscal years. Tabular List of Most Important Financial and Non-Financial Performance Measures The following table presents the financial and non-financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid to our PEO and other Non-PEO NEOs for 2025 to company performance. Of these measures, as noted above, we have identified net product revenue to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025.

  115. Pay Versus Performance Disclosure

    | Net Product Revenue Clinical Milestones Research Milestones |