DEF 14A of Adaptive Biotechnologies Corp
Filed Apr 24, 2026 · FY20250001193125-26-177409
TO BE HELD ON JUNE 5, 2026
| Summary Compensation Table | 33 | | Grants of Plan-Based Awards | 34 | | Option Exercises and Stock Vested | 35 | | Outstanding Equity Awards as of December 31, 2025 | 36 | | Pay-Versus-Performance | 38 | | CEO Pay Ratio | 41 | | Employment Arrangements with our Named Executive Officers | 41 | | Potential Benefits and Payments on Termination or Change in Control | 42 | | Employee Benefit and Equity Compensation Plans | 44 | | Equity Compensation Plan Information | 45 | | PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 46 | | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 47 | | Fees Paid to the Independent Registered Public Accounting Firm | 48 | | Pre-Approval Policies and Procedures | 48 | | Audit Committee Report | 49 | | RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 50 | | Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons | 50 | | Investors’ Rights Agreement | 50 | | Indemnification Agreements | 51 | | | 51 | | Digital Biotechnologies, Inc. | 51 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 52 | | OTHER MATTERS | 54 | | Delinquent Section 16(a) Reports | 54 | | Shareholder Proposals and Nominations | 54 | | Householding of Proxy Materials | 54 | | Other Matters | 55 |
Shareholder Recommendations for Director Nominees
Shareholder Recommendations for Director Nominees In evaluating potential director nominees, our nominating and corporate governance committee will consider director candidates recommended by our shareholders, provided such recommendations are validly made by our shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) and our Bylaws. Shareholders who wish to recommend a candidate to our nominating and corporate governance committee for consideration for nomination should send to us, at our principal executive offices, information regarding the candidate.
Our Board
Our Board Our continuing directors and their respective ages (as of April 15, 2026) and class designations are as follows:
Our Board
| Name | Age | Director Designation | | Michelle Griffin | 60 | Class II Director | | Robert Hershberg, PhD, MD | 63 | Class I Director | | Peter Neupert | 70 | Class II Director | | Katey Owen, PhD | 57 | Class I Director | | Chad Robins | 51 | Class III Director |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors at any time during the year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any additional equity awards or non-equity awards to or pay any other compensation to any of the non-employee members of our board of directors in 2025. We reimburse non-employee members of our board of directors for reasonable travel and out-of-pocket expenses incurred in attending meetings of our board of directors and committees of our board of directors. We also do not, and do not expect to, provide separate compensation to our directors who are also our employees, such as Chad Robins, our Chief Executive Officer. Mr. Robins’ compensation as our principal executive officer in 2025 is reported in the “Executive Compensation” section of this proxy statement.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Option Awards(1) | Stock Awards(2) | Total | | Michelle Griffin(3) | $80,000 | $124,998 | $124,999 | $329,997 | | Robert Hershberg, PhD, MD(4) | 75,000 | 124,998 | 124,999 | 324,997 | | Peter Neupert(5) | 105,000 | 124,998 | 124,999 | 354,997 | | Katey Owen, PhD(6) | 60,000 | 124,998 | 124,999 | 309,997 | | Michael Pellini, MD(7) | 26,466 | 124,998 | 124,999 | 276,463 |
DIRECTOR COMPENSATION
(1) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of stock options granted during 2025 computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“ASC 718”), rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate grant date fair value of our stock options in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2025. For 2025 option awards, the number of option shares was determined by dividing the target economic value of each individual’s stock option award by the corresponding ASC 718 fair value using a Black-Scholes valuation of $5.27. (2) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of restricted stock units (“RSUs”) granted during 2025 computed in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of our RSUs in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2025. (3) As of December 31, 2025, Ms. Griffin held (i) options to purchase 176,552 shares of our common stock, 170,620 of which were vested and exercisable as of such date; and (ii) 15,394 unvested RSUs. (4) As of December 31, 2025, Dr. Hershberg held (i) options to purchase 169,468 shares of our common stock, 163,536 of which were vested and exercisable as of such date; and (ii) 15,394 unvested RSUs. (5) As of December 31, 2025, Mr. Neupert held (i) options to purchase 264,468 shares of our common stock, 258,536 of which were vested and exercisable as of such date; and (ii) 15,394 unvested RSUs. (6) As of December 31, 2025, Dr. Owen held (i) options to purchase 122,930 shares of our common stock, 116,998 of which were vested and exercisable as of such date; and (ii) 15,394 unvested RSUs. (7) Dr. Pellini was not nominated for re-election to our board of directors at our 2025 annual meeting of shareholders and his term ended following such meeting on June 10, 2025. As of December 31, 2025, Dr. Pellini had no outstanding stock options or RSUs. Our board of directors has adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Specifically, we provided $60,000 annual cash retainer payments payable quarterly in arrears, to each director who is not an employee of ours, with additional amounts for those serving as Lead Independent Director and chairpersons of our audit, compensation, and nominating and corporate governance committees, as set forth below:
DIRECTOR COMPENSATION
| | Additional Annual Fee | | Lead Independent Director | $35,000 | | Audit Committee Chairperson | 20,000 | | Compensation and Human Capital Committee Chairperson | 15,000 | | Nominating and Corporate Governance Committee Chairperson | 10,000 |
DIRECTOR COMPENSATION
In addition, subject to board discretion, each non-employee director initially elected or appointed to our board of directors will receive a grant with a total target economic value equivalent to $400,000, and beginning in 2026 is comprised 100% of RSUs. 25% of the shares in the initial RSU grant vest on each of the first four anniversaries of the vesting commencement date, subject to continuous service through each applicable vesting date. Our non-employee director compensation policy sets the total target economic value of the annual director equity grants at $250,000, and beginning in 2026 is comprised 100% of RSUs. 100% of the shares in the annual RSU grant vest on the first anniversary of the vesting commencement date, subject to continuous service through the applicable vesting date. The aggregate amount of compensation, including both the equity compensation and cash compensation, paid to any non-employee director in a fiscal year will not exceed $750,000 for the first year of service and $600,000 for each year of service thereafter.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Pursuant to our Articles of Incorporation and our Bylaws, the total number of directors constituting the board of directors is fixed from time to time by the board. The current authorized number of directors is fixed at five. The board of directors is divided into three classes, each containing as nearly as possible an equal number of directors. The current term of office of our Class I directors expires at the Annual Meeting, while the term for our Class II directors expires at our 2027 annual meeting of shareholders and the term for our Class III director expires at our 2028 annual meeting of shareholders. Based upon the recommendation of our nominating and corporate governance committee, the board has nominated Robert Hershberg, PhD, MD and Katey Owen, PhD, each currently a Class I director, for election at the Annual Meeting. If elected at the Annual Meeting, Dr. Hershberg and Dr. Owen will each serve a three-year term expiring at our 2029 annual meeting of shareholders and until a successor is duly elected and qualified as a Class I director, or until their earlier death, resignation or removal. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the nominees named in this proxy statement. The board of directors and the nominating and corporate governance committee believe the skills, qualities, attributes and experience of our directors provide us with business acumen and a wide range of perspectives to engage each other and management to effectively address our evolving needs and represent the best interests of our shareholders. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the board of directors or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the board of directors has no reason to believe that any nominee will be unable to serve. We confirm as well that vacancies on the board, including any vacancy created by an increase in the size of the board, may be filled only by a majority of the directors remaining in office, even though less than a quorum of the board, or a sole remaining director. A director elected by the board to fill a vacancy will serve until the next election of the class of directors for which such director was chosen and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.
Class I Director Nominees Biographies
Class I Director Nominees Biographies Set forth below is biographical information for the nominees and a summary of the specific qualifications, attributes, skills and experiences which led our board of directors to conclude that the nominees should serve on the board of directors at this time. Robert Hershberg, PhD, MD, has served on our board of directors since February 2013. Dr. Hershberg is currently Chairman and Chief Executive Officer of Hillevax, Inc., a public biopharmaceutical company focused on developing and commercializing novel vaccines, a position he has held since 2020, and has been a Venture Partner at Frazier Healthcare Partners since March 2020. Formerly, from April 2017 to March 2020, Dr. Hershberg was the executive vice president and head of business development and global alliances at Celgene (acquired by Bristol-Myers Squibb in November 2019). He was employed in positions of ascending responsibility at Celgene since joining the company in 2014, including his role as Chief Scientific Officer from January 2016 to March 2020. Dr. Hershberg previously served in several roles at VentiRx Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, which he co-founded in 2006, and was Chief Executive Officer of VentiRx from 2012 until the company’s acquisition by Celgene in February 2017. Dr. Hershberg currently serves as chairman of the board of directors of Recursion Pharmaceuticals, Inc., a public company specializing in drug discovery, and on several private biotechnology boards of directors (Cajal Neuroscience, Vesto Therapeutics, Inc., and Beckley Psytech Ltd). He is also on the scientific advisory board of Danaher Corporation and the Institute of Protein Design at the University of Washington. Dr. Hershberg completed the Medical Scientist Training Program (MSTP) and holds a PhD in Biology from the University of California, San Diego’s Affiliated PhD Program with the Salk Institute for Biological Studies and an MD and a BA from the University of California, Los Angeles. We believe Dr. Hershberg is qualified to serve on our board of directors based on his extensive technical expertise and executive leadership in the biotechnology industry. Katey Owen, PhD, has served as a member of our board of directors since March 2021. Dr. Owen joined the Gates Foundation, a private foundation with the goal to enhance healthcare and reduce extreme poverty, in 2013 as Deputy Director of Vaccine Development. In 2017, she stepped into the role of Director, Neglected Tropical Diseases. In this role, Dr. Owen holds end-to-end responsibilities for a portfolio of investments with the goal to eliminate tropical diseases from the planet. In addition, Dr. Owen assumed the position of Director, Vaccine Development in November 2022, with responsibility for target selection, development and commercialization focusing on 100+ vaccine candidates. More recently, Dr. Owen also assumed responsibility for facilitating pharmaceutical companies’ interactions with the Gates Foundation via the Gates – Pharma Global Health Roundtable. Prior to joining the Gates Foundation, Dr. Owen held roles of increasing responsibility at Merck & Co., including Executive Director, Merck Vaccines, Sr. Director, Merck Manufacturing Division, and Director, Merck Research Laboratories. She currently serves as a board observer for VitriVax, Inc. and The End Fund and sits on the board of directors for the Coalition for Epidemic Preparedness and Innovations. Dr. Owen holds a PhD in Molecular Virology and a BS in Genetic Biology from Purdue University. We believe Dr. Owen is qualified to serve on our board of directors based on her extensive scientific expertise and strategic insights into commercialization and manufacturing at scale. THE BOARD RECOMMENDS A VOTE “FOR” THE NAMED CLASS I DIRECTOR NOMINEES.
Additional Biographical Information about Other Directors Not Standing for Election at this Meeting
Additional Biographical Information about Other Directors Not Standing for Election at this Meeting
Class II Directors with Terms Expiring at the 2027 Annual Meeting Biographies
Class II Directors with Terms Expiring at the 2027 Annual Meeting Biographies Michelle Griffin has served on our board of directors since March 2019. Ms. Griffin previously served on the boards of directors of Acer Therapeutics, Inc., formerly a public pharmaceutical company, HTG Molecular Diagnostics, Inc., formerly a public commercial-stage life sciences company, Chinook Therapeutics, formerly a public clinical-stage biotechnology company, PhaseRx, Inc., formerly a public life sciences company, OncoGenex Pharmaceuticals Inc. (now Achieve Life Sciences, Inc.) and Sonus Pharmaceuticals, Inc. (now Achieve Life Sciences, Inc.), and she served as chair of the audit committee during her terms on the boards of directors of several of these companies. Ms. Griffin also served as Executive Vice President, Operations, and Chief Financial Officer at OncoGenex Pharmaceuticals, Inc. from January 2011 to April 2013, served as Acting Chief Executive, Senior Vice President and Chief Operating Officer at Trubion Pharmaceuticals, Inc. from November 2009 until its acquisition in October 2010 and as its Chief Financial Officer from January 2006 to November 2009; served as Senior Vice President and Chief Financial Officer of Dendreon Corp. from August 2005 to January 2006, and served as Chief Financial Officer of Corixa Corp from October 1997 until its acquisition in August 2005. Ms. Griffin holds a BS in marketing from George Mason University and an MBA from Seattle University. We believe Ms. Griffin is qualified to serve as a member of our board of directors based on our review of her extensive operational experience in the biotechnology industry and deep experience in public company financial matters. Peter Neupert has served as a member of our board of directors since December 2013. Mr. Neupert served as an Operating Partner at Health Evolution Partners, a private equity fund, from February 2012 to July 2014. Prior to joining Health Evolution Partners, Mr. Neupert served as Corporate Vice President, Health Solutions Group at Microsoft from August 2005 to January 2012, and as the Chief Executive Officer and Chairman of the board of directors of Drugstore.com, which he joined in July 1998. Mr. Neupert currently serves on the board of directors of Laboratory Corporation of America Holdings, a public clinical laboratory company, and Fortrea Holdings Inc. (“Fortrea”), a clinical research organization. Mr. Neupert served as acting Chief Executive Officer of Fortrea from May 2025 to August 2025 and currently serves as chair of their board. He has previously served as a member of the board of directors of several private companies. Mr. Neupert served as a member of the Board of Trustees of Fred Hutchinson Cancer Research Center from June 2007 to June 2020. Mr. Neupert holds an MBA from the Tuck School of Business at Dartmouth College and a BA in Philosophy from Colorado College. We believe Mr. Neupert is qualified to serve on our board of directors based on his extensive experience in leadership roles in the health services sector and as a member of the board of directors of several organizations in the biotechnology industry.
2023-2025 CEO Target Pay vs. Reported Pay vs. Realizable Pay(1) (rounded, in thousands)
2023-2025 CEO Target Pay vs. Reported Pay vs. Realizable Pay(1) (rounded, in thousands) Target Pay is defined as target equity grant value using our stock price on the date of grant, “Target Annual Incentive Opportunity” as reported in the “Incentive Compensation and 2025 Goals Achievement” section and annual salary in place at the end of each year. Reported Pay is defined as value as reported in the “Summary Compensation Table” table for each applicable pay element, which valuation methodologies are described in the “Summary Compensation Table.” Realizable Pay is defined as “Salary” and “Non-Equity Incentive Plan Compensation” as reported in the “Summary Compensation Table” table, as well as equity awards valued at our stock price as of December 31, 2025 ($16.24), with the PSU award payouts shown at an estimated payout level of 200% for PSUs granted in 2023, 2024 and 2025, respectively. Performance is based on our relative TSR performance against the constituents of the S&P Biotechnology Select Industry Index (the “Index”) as of December 31, 2025.
Our Compensation Objectives
Our Compensation Objectives • Link pay to performance and strategy by aligning compensation with achieving relevant financial, strategic and individual performance goals. • Emphasize pay-for-performance by delivering a majority of our executive officers' total compensation through variable compensation tied to the achievement of individual and corporate objectives, and overall company performance. • Utilize variable compensation components tied to the achievement of annual and long-term objectives. • Weight incentives toward long‑term equity, with at least 50% of target compensation delivered in equity awards, aligning executives’ interests with shareholder value and long‑term sustainable performance. • Design equity awards to reinforce performance alignment, with at least 50% of equity granted in the form of PSUs. • Maintain competitive pay levels and mix by targeting total compensation at or near the median of the peer group and regularly reviewing market data. • Promote long‑term decision‑making through stock ownership guidelines that discourage short‑term actions in favor of sustained performance.
Elements of Executive Compensation
| Element of Pay | Base Salary | Annual Incentive Program | Long-Term Incentive Program | | Why It Is Provided | Base level of compensation for carrying out day-to-day responsibilities | Incentivizes delivery of corporate goals that position the Company for future growth and allows for an assessment of individual contributions to intra-year results | Incentivizes sustainable long- term company growth Aligns executives with shareholder experience and ties compensation more closely to individual performance for key executive officers | | Fixed Pay or Variable Pay | Fixed | Variable | Variable |
Compensation Program
Compensation Program The compensation and human capital committee annually assesses the effectiveness of our executive compensation program in light of our business and talent strategies, evolving regulatory requirements, risk management, and industry market data. The compensation and human capital committee, during its first meeting of the year, determines the achievement of the prior year’s corporate goals for purposes of approving annual cash incentive payouts. Most of the significant adjustments to compensation elements are also approved in the first meeting of the year, though off-cycle actions are periodically taken where appropriate. Specific issues considered with respect to compensation for 2025 included salary, annual cash incentives and equity compensation in light of our continued growth efforts, the progress of the MRD business toward profitability, shifts in business focus, engagement and retention of executive talent and peer group compensation trends. For executives other than the Chief Executive Officer, the compensation and human capital committee solicits and considers evaluations and recommendations submitted to the committee by the Chief Executive Officer acting as a representative of management. Such recommendations consider internal pay equity, changes in responsibilities, compensation levels for similar positions in the industry, company performance, total targeted and historical compensation and personal performance and contributions. In the case of our Chief Executive Officer, Mr. Robins, the evaluation of his performance is conducted by the compensation and human capital committee with feedback from the board of directors, which determines any adjustments to his compensation, as well as awards to be granted. The compensation and human capital committee weighs Mr. Robins’ guidance as a part of a greater assessment of our strategic goals and corporate performance when setting executive officer pay. With respect to Mr. Robins’ compensation, the same considerations are made by the compensation and human capital committee and Mr. Robins is not and cannot be present during voting or deliberations concerning his compensation. In addition, as part of its deliberations, the compensation and human capital committee may review and consider, as appropriate, materials that it deems relevant for executives and directors.
Role of the Compensation Consultant
Role of the Compensation Consultant Our compensation and human capital committee may, in its sole discretion, retain or obtain the advice of one or more compensation consultants. During 2025, Semler Brossy Consulting Group, LLC (“Semler Brossy”) provided our compensation and human capital committee with a competitive assessment of executive compensation comprised of comparative data regarding compensation trends and practices in our industry, based upon an appropriate list of peer companies. Semler Brossy also provided research assistance to the compensation and human capital committee in developing the peer group referenced below. The compensation and human capital committee believes that working with an independent compensation consultant furthers our objectives to recruit and retain qualified executives, align executive interests with those of shareholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals. The compensation and human capital committee assessed Semler Brossy’s independence in 2025 and determined there were no conflicts of interest. We further expect that, in the future, our compensation and human capital committee will continue to engage independent compensation consultants to provide additional guidance on our executive compensation programs and to conduct competitive benchmarking against our peer group of publicly traded companies on an annual basis. Our compensation and human capital committee will review information regarding the independence and potential conflicts of interest of any compensation consultant it may engage and ultimately makes its own decisions on executive compensation matters. During 2025, Semler Brossy provided the following services to our compensation and human capital committee with respect to our 2025 compensation matters: • Provided a review and recommendation with respect to adjustments to our peer group. • Conducted a competitive benchmarking assessment comprised of comparative data on the compensation levels for our executive compensation and equity usage based on the peer group. • Provided information on executive compensation trends and practices in our industry.
Use of Market Data
Use of Market Data For purposes of comparing our executive compensation, including the compensation of our named executive officers, against the competitive market, the compensation and human capital committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public life sciences companies whose businesses we believe are most pertinent in comparability to our core business areas of MRD and Immune Medicine, for example by operating at similar levels in the diagnostics, therapeutics and/or drug discovery spaces. The peer group companies that are selected are also similar to us on an enterprise level in terms of market capitalization, revenue, stage of development and number of employees. The compensation and human capital committee reviews our compensation peer group at least annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses. The compensation and human capital committee undertook its annual review of the peer group in August 2024 to inform pay decisions for 2025. Several adjustments were made to the peer group in light of peer company bankruptcies, M&A activity, and size characteristics relative to Adaptive. The following peer group was referenced when considering pay for 2025:
Use of Market Data
| Allogene Therapeutics, Inc. | Immunocore Holdings plc | Quanterix Corporation | | bluebird bio, Inc. | Maravai LifeSciences Holdings, Inc. | Recursion Pharmaceuticals, Inc. | | CareDx, Inc. | Mesa Laboratories, Inc. | Sage Therapeutics, Inc. | | Castle Biosciences, Inc. | Myriad Genetics, Inc. | Twist Bioscience Corporation |
Use of Market Data
| Codexis, Inc. | Natera, Inc. | Veracyte, Inc. | | Fulgent Genetics, Inc. | NeoGenomics, Inc. | Voyager Therapeutics, Inc. | | Guardant Health, Inc. | Pacific Biosciences of California, Inc. | |
Use of Market Data
In August 2025, the compensation and human capital committee approved the peer group used to inform target pay decisions for 2026. bluebird bio was removed from the group given its acquisition, and Caris Life Sciences, Inc., Tempus AI, Inc., and GeneDX Holdings Corp. were added to the group given their size, similar talent profiles, and diagnostics and biotechnology focus. The compensation and human capital committee also referenced biotechnology and life science companies in the Radford McLagan Compensation Database when evaluating the competitiveness of our named executive officers’ target pay opportunities. For 2025, the compensation and human capital committee targeted the median percentile for base salary and bonus and used a fixed-share grant approach for equity compensation to manage dilution and share utilization concerns. However, an executive officer’s target pay level may be positioned above or below these levels based on individual factors, including, but not limited to, tenure in role, performance, company or business area performance and future leadership potential.
Annual Incentives
Annual Incentives We provide annual incentives to create a direct correlation between the executive’s role and responsibilities and the ability to earn variable pay. Achievement of corporate goals are evaluated alongside individual goals for each executive. We believe that the financial metrics in our incentive program provide ample liquidity to efficiently fund our progression to continued profitability in the MRD business, while our business goals ensure diligent execution against critical milestones toward expansion of our product base and pipeline. The compensation and human capital committee believes that the balance between quantifiable, objective measures and milestone strategic priorities best motivates our executives’ performance and allows for a holistic assessment of performance at year end. That said, the committee also believes that placing a majority weighting on quantifiable, objective measures is paramount and reflective of the importance of continued momentum towards long-term profitability and operating efficiency.
Incentive Compensation and 2025 Goals Achievement
Incentive Compensation and 2025 Goals Achievement The compensation and human capital committee determines the achievement level for each of the goals and the overall payout, not to exceed 125% of target except in extraordinary circumstances, based on the weighted achievement of the goals. Mr. Robins’ annual incentive is weighted 100% to corporate goals, and all other named executive officer annual incentives are weighted 75% to corporate goals and 25% to individual performance.
Incentive Compensation and 2025 Goals Achievement
| Goal Category | Goals | Performance | Outcome | Payout | | Financial (65%) | MRD Revenue (30%)(1) | Quantitative Assessment | Achieved | 30% | | | MRD Profitability (20%)(2) | Quantitative Assessment | Achieved | 20% | | | Immune Medicine Cash Burn (15%)(3) | Quantitative Assessment | Missed | —% | | MRD (25%) | Diagnostic and Clinical Testing (20%)(4) | Quantitative Assessment | Achieved | 20% | | | Pharma Bookings (5%) | Quantitative Assessment | Achieved | 5% | | Immune Medicine (10%) | Discovery and Pipeline(5) | Qualitative Assessment | Achieved 2 of 2 | 10% | | Employee Engagement Kicker (5%) | Employee Engagement(6) | Quantitative Assessment | Achieved | 5% | | Preliminary Total | | | | 90% | | Board Action for Revenue - MRD Overperformance(7) | | Qualitative Assessment | | 10% | | Final Corporate Bonus Attainment | | | | 100% |
Incentive Compensation and 2025 Goals Achievement
| Named Executive Officers | 2025 Target Annual Incentive (% of Salary) | 2025 Target Annual Incentive Opportunity | Corporate Performance Factor(1) | Individual Performance Factor(1) | 2025 Annual Incentive Award Earned | 2025 Actual Incentive Award Earned (% of Target) | | Chad Robins | 100% | $703,380 | 100% | —% | $703,380 | 100% | | Kyle Piskel | 50 | 203,300 | 100 | 100 | 203,300 | 100 | | Susan Bobulsky | 50 | 220,500 | 100 | 110 | 226,013 | 103 | | Harlan Robins, PhD | 50 | 281,375 | 100 | 85 | 270,823 | 96 | | Julie Rubinstein | 50 | 273,180 | 100 | 100 | 273,180 | 100 |
Incentive Compensation and 2025 Goals Achievement
Mr. Robins’ annual incentive is weighted 100% to corporate goals, and all other named executive officer annual incentives are weighted 75% to corporate goals and 25% to individual performance.
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards We grant equity incentive awards to our named executive officers in order to align their long-term economic interests with those of our shareholders, create an enduring ownership culture, and encourage contributions that drive our performance and increase our valuation. We typically make equity grants to each of our executive officers upon commencement of employment, annually in conjunction with our review of their individual performance and in connection with a promotion. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer. We continued to grant PSUs to Mr. Robins, Dr. Robins, Ms. Rubinstein, and Mr. Piskel in 2025 to align with our executive compensation philosophy and pay-for-performance culture. Ms. Bobulsky received her annual grant in non-qualified stock options and RSUs in 2025, in addition to the PSU grant described in “Special 2025 PSU Award to Ms. Bobulsky” below. In terms of award mix, the compensation and human capital committee intended for 50% of the annual equity award to be represented by a stock option award or PSU award and the remaining 50% to be represented by an RSU award. These awards are all subject to time-based vesting conditions. The RSUs typically vest with respect to 25% on the first four anniversaries of the vesting commencement date. The stock options typically have a ten-year term and vest with respect to 25% on the first anniversary of the vesting commencement date and then in 36 equal monthly installments thereafter. We believe that stock options are performance-based given their linkage to the stock price on the date of grant through the exercise price (i.e., participants can only realize value to the extent that our share price increases above the exercise price). The shares of common stock that may be earned under market-based PSU awards are calculated based upon our relative total shareholder return (“Company rTSR”) during the 3-year performance period as measured against the total shareholder return of a comparator group of companies comprising the Index as of the date of grant, subject to certain adjustments to such index group (the “Index TSR”) as set forth in the Form of Performance Units Agreement representing the PSU awards (the “PSU Award Agreement”). Company rTSR and Index TSR are each calculated as set forth in the PSU Award Agreement. Achievement between the threshold and maximum percentiles will be interpolated on a straight-line basis. If the threshold percentile is not achieved, the PSUs shall be forfeited, and if the Company rTSR is negative, our recipients of PSUs cannot earn more than the target number of shares. The Company employs a Monte Carlo simulation to assess valuation for accounting purposes under ASC 718. The payout scale for our market-based PSUs is as follows and is consistent with the scale used since 2022:
Long-Term Equity Incentive Awards
| Company rTSR (as a percentile of Index TSR) | Shares Earned as Percent of Target | | Below 33rd Percentile | —% | | 33rd Percentile | 50 | | 50th Percentile | 100 | | 75th Percentile and Above | 200 |
Long-Term Equity Incentive Awards
For a description of the equity awards granted to our named executive officers during 2025, see the “Summary Compensation Table” and the “Grants of Plan-Based Awards” tables below. In response to shareholder feedback, all 2026 annual grants to executive officers were at least 50% in PSUs, and no executive officer received options as a part of the 2026 annual grant. In addition, the compensation and human capital committee approved a new PSU design that is based 50% on the relative TSR metric described above and 50% on a 3-year MRD revenue CAGR metric.
Special 2025 PSU Award to Ms. Bobulsky
Special 2025 PSU Award to Ms. Bobulsky On March 14, 2025, the compensation and human capital committee granted Ms. Bobulsky a special PSU award based on the achievement of a 2025 MRD service revenue goal. The PSU award included service-based vesting in three equal annual installments. The 2025 MRD service revenue goal underlying the PSU was set at a level consistent with the stretch goal under the 2025 annual incentive program. The performance goal was set at a level that represented above-and-beyond achievement relative to the annual plan, and the award did not include a threshold level or interpolation for performance below the target attainment level. Actual MRD service revenue for 2025 was $192.8 million, and, accordingly, the special PSU award to Ms. Bobulsky was forfeited.
Vesting of 2022 PSU Award to Mr. Robins
Vesting of 2022 PSU Award to Mr. Robins The compensation and human capital committee first granted our Chief Executive Officer PSUs in 2022. The 2022 PSU performance was based on Company rTSR versus the Index TSR during the 3-year performance period beginning on the grant date. Importantly, the award included a payout cap of 100% if Adaptive’s absolute TSR was negative over the performance period. The measurement methodology included a 20-trading day average for the beginning and ending prices (for the beginning price, applicable to the 20-trading days immediately preceding the start of the performance period). The comparison, under the terms set forth in the applicable grant agreement, calculated a negative 100% TSR for constituents that filed for bankruptcy during the performance period and excluded any constituents that were acquired during the performance period. The payout scale is the same as the payout scale for our market-based PSUs shown above. The compensation and human capital committee approved a 100% payout for the 3-year performance period ended March 4, 2025. Company rTSR was slightly above the 50th percentile of the Index, which would have warranted an above-target payout; however, because our absolute TSR was negative over the applicable performance period, the payout percentage was capped at 100%.
Vesting of 2022 PSU Award to Mr. Robins
| Company rTSR(1) | Company rTSR Ranking Percentile | PSU Payout % | Shares Earned | | (45.4)% | 50.31% | 100%(1) | 247,117 |
Vesting of 2022 PSU Award to Mr. Robins
(1) Since Adaptive’s absolute TSR was negative over the performance period, payouts were capped at 100%.
Timing of Equity Awards
Timing of Equity Awards Our insider trading policy provides that equity awards granted under our equity compensation plans must generally be granted (a) during open trading windows, and (b) more than four business days before, and more than one business day after, our release of earnings for the most recently completed fiscal period or filing with the SEC. Consistent with our insider trading policy, we time the grant of our annual equity awards such that they are typically approved in January to be granted in March. Generally, these grants do not become effective until at least one business day after the release of earnings for the prior fiscal year. However, in 2025 we made the following grant of stock options to one of our named executive officers the business day following our release of earnings via our Form 10-K for the fiscal year 2024, filed on March 3, 2025:
Timing of Equity Awards
| Named Executive Officer(s) | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award (per Share) | Grant Date Fair Value of the Award | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | Susan Bobulsky | 3/4/2025 | 180,029 | $8.12 | $997,325 | 2% |
Timing of Equity Awards
In addition to our annual equity award grant in March, we also grant equity awards throughout the year for various reasons, including recruitment of new hires, promotions, and retention or recognition. In each case, we intend to grant equity awards during a time we believe there is no outstanding MNPI.
Employment Arrangements and Severance Benefits
Employment Arrangements and Severance Benefits We have employment agreements with each of our executive officers, including our named executive officers, which set forth their basic terms of at-will employment. All of our current executive officers are also parties to an executive severance agreement. We believe reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executives, so the executive severance agreements aligned us with current market practice, including providing double-trigger severance arrangements in connection with a change in control and no excise tax gross-up payments for any change in control payments. We consider from time to time whether our employment and post-employment compensation arrangements are sufficient to achieve our goal of facilitating the hiring and retention of senior executives. The PSU awards granted in 2025 also provide Mr. Robins, Mr. Piskel, Ms. Bobulsky, Dr. Robins and Ms. Rubinstein with certain protections related to their PSUs upon qualifying terminations. For detailed descriptions of each of the named executive officers’ arrangements, see “Employment Arrangements with our Named Executive Officers.”
Compensation Risk Considerations
Compensation Risk Considerations From a risk management standpoint, compensation structure is designed to align all Adaptive employees (including executive officers) with shareholders, with a similar risk and reward structure. With respect to our annual cash incentive compensation, risk is managed through a balancing of individual and corporate goals, with those corporate goals in turn being balanced among financial, operational and milestone achievements. Regarding equity compensation, we believe that RSUs have a powerful retention effect, and stock option awards allow employees to participate in significant upside on a leveraged basis over the long term. Our PSUs incentivize sustainable stock price appreciation over time and align potential payouts with our growth and total shareholder return performance against other biotechnology companies. The compensation and human capital committee reviews and discusses with management on an ongoing basis the risks arising from our compensation philosophy and practices generally applicable to our employees to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks. There is ongoing dialogue regarding the risk and reward alignment of our executive compensation. Taking into account discussions with Semler Brossy, input from management and our compensation structure, the compensation and human capital committee has determined our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Summary Compensation Table
Summary Compensation Table The following table represents information regarding the total compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2025, 2024 and 2023:
Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation | Total | | Chad Robins | 2025 | $698,258(4) | $7,675,100 | $— | $703,380 | $4,952(5) | $9,081,690 | | Chief Executive Officer and Chairman | 2024 | 677,918 | 3,716,313 | — | 573,628 | 5,442(6) | 4,973,301 | | | 2023 | 663,000 | 7,900,711 | — | 318,240 | 22,316(7) | 8,904,267 | | Kyle Piskel | 2025 | 399,950(4) | 2,702,500 | — | 203,300 | 4,979(8) | 3,310,729 | | Chief Financial Officer | 2024 | 361,167 | 783,187 | — | 141,226 | 4,766(9) | 1,290,346 | | | 2023 | 305,295 | 369,998 | — | 64,753 | 4,000(10) | 744,046 | | Susan Bobulsky | 2025 | 435,750(4) | 1,883,990 | 997,325 | 226,013 | 4,480(11) | 3,547,558 | | Chief Commercial Officer, MRD | 2024 | 414,583 | 530,586 | 545,607 | 211,899 | 4,025(12) | 1,706,700 | | | 2023 | 355,000 | 500,003 | 500,002 | 95,850 | 4,300(13) | 1,455,155 | | Harlan Robins, PhD | 2025 | 558,653(4) | 7,675,100 | — | 270,823 | 4,999(14) | 8,509,575 | | Chief Scientific Officer | 2024 | 542,383 | 3,716,313 | — | 276,595 | 4,995(15) | 4,540,286 | | | 2023 | 530,450 | 7,900,711 | — | 175,712 | 4,932(16) | 8,611,805 | | Julie Rubinstein | 2025 | 542,383(4) | 3,783,500 | — | 273,180 | 4,932(16) | 4,603,995 | | President and Chief Operating Officer | 2024 | 530,450 | 1,834,000 | — | 275,171 | 4,932(16) | 2,644,553 | | | 2023 | 530,450 | 1,125,002 | 1,124,997 | 185,658 | 4,932(16) | 2,971,039 |
Summary Compensation Table
(1) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of RSUs and PSUs granted in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of our RSUs and PSUs in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2025. (2) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of stock options granted in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of our stock options in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2025. (3) For 2025, represents annual incentives paid based upon the board of directors’ assessment of the achievement of corporate and individual performance objectives, as applicable, for the year ended December 31, 2025, which were paid in March 2026. See “Elements of Executive Compensation” for details. For 2024, represents annual incentives paid based upon the board of directors’ assessment of the achievement of corporate and individual performance objectives, as applicable, for the year ended December 31, 2024, which were paid in March 2025. For 2023, represents annual incentives paid based upon the board of directors’ assessment of the achievement of corporate and individual performance objectives, as applicable, for the year ended December 31, 2023, which were paid in March 2024. (4) Following the completion of our annual performance and review cycle, Mr. Robins’ and Dr. Robins’ annual salaries were increased from $682,890 to $703,380, effective April 2025, and from $546,360 to $562,750, effective April 2025, respectively. Mr. Piskel’s annual salary was increased from $380,000 to $406,600, effective April 2025. Ms. Bobulsky's annual salary was increased from $420,000 to $441,000, effective April 2025. Ms. Rubinstein's annual salary was increased from $530,450 to $546,360, effective April 2025. (5) Includes life insurance premiums of $1,932, 401(k) match of $3,000 and company merchandise credit of $20. (6) Includes life insurance premiums of $1,932, 401(k) match of $3,000 and company merchandise credit of $510. (7) Includes life insurance premiums of $1,316, 401(k) match of $3,000 and transportation services of $18,000. (8) Includes life insurance premiums of $840, health savings account contributions of $1,000, 401(k) match of $3,000 and company merchandise credit of $139. (9) Includes life insurance premiums of $560, health savings account contributions of $1,000, 401(k) match of $3,000 and company merchandise credit of $206. (10) Includes 401(k) match of $3,000 and health savings account contributions of $1,000. (11) Includes life insurance premiums of $1,260, 401(k) match of $3,000 and company merchandise credit of $220. Includes life insurance premiums of $836, 401(k) match of $3,000 and company merchandise credit of $189. Includes life insurance premiums of $793, health savings account contributions of $333, 401(k) match of $3,000 and company merchandise credit of $174. Includes life insurance premiums of $1,932, 401(k) match of $3,000 and company merchandise credit of $67. (15) Includes life insurance premiums of $1,932, 401(k) match of $3,000 and company merchandise credit for $63. (16) Includes life insurance premiums of $1,932 and 401(k) match of $3,000.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding grants of plan-based awards to each of our named executive officers during the year ended December 31, 2025:
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | | | | | | Name | Grant Date | Type of Award | Threshold | Target(2) | Maximum(2) | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards (per Share) | Grant Date Fair Value of Stock and Option Awards(3) | | Chad Robins | * | Cash Bonus | $— | $703,380 | $— | * | * | $ * | $ * | | | 3/4/2025 | RSU | * | * | * | 355,000 | — | — | 2,882,600 | | | 3/4/2025 | PSU(4) | * | * | * | 355,000 | — | — | 4,792,500 | | Kyle Piskel | * | Cash Bonus | — | 203,300 | — | * | * | * | * | | | 3/4/2025 | RSU | * | * | * | 125,000 | — | — | 1,015,000 | | | 3/4/2025 | PSU(4) | * | * | * | 125,000 | — | — | 1,687,500 | | Susan Bobulsky | * | Cash Bonus | — | 220,500 | — | * | * | * | * | | | 3/4/2025 | RSU | * | * | * | 119,971 | — | — | 974,165 | | | 3/4/2025 | Option | * | * | * | — | 180,029 | 8.12 | 997,325 | | | 3/14/2025 | PSU(5) | * | * | * | 124,976 | — | — | 909,825 | | Harlan Robins, PhD | * | Cash Bonus | — | 281,375 | — | * | * | * | * | | | 3/4/2025 | RSU | * | * | * | 355,000 | — | — | 2,882,600 | | | 3/4/2025 | PSU(4) | * | * | * | 355,000 | — | — | 4,792,500 | | Julie Rubinstein | * | Cash Bonus | — | 273,180 | — | * | * | * | * | | | 3/4/2025 | RSU | * | * | * | 175,000 | — | — | 1,421,000 | | | 3/4/2025 | PSU(4) | * | * | * | 175,000 | — | — | 2,362,500 |
Grants of Plan-Based Awards
* Not applicable. (1) Represents target annual incentive for 2025, which are paid based on a weighted mix of individual and corporate performance objectives. Actual amounts earned for 2025 are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” table. (2) Target assumes 100% achievement of both individual and corporate performance objectives. Payouts may not exceed 125% of the target bonus except in extraordinary circumstances. (3) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of RSU, target number of PSU and stock option awards granted, as applicable, computed in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of our RSUs, PSUs and stock options in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2025. (4) A description of the PSU award granted is provided above in the CD&A under “Elements of Executive Compensation.” The number of shares and the grant date fair value reflects the target number of PSUs awarded, but up to 200% of target shares may be earned. A description of the PSU award granted is provided above in the CD&A under “Elements of Executive Compensation.”
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information regarding option exercises and stock award vesting events for our named executive officers for the year ended December 31, 2025:
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Chad Robins | 755,555 | $1,621,377 | 503,371 | $4,065,132 | | Kyle Piskel | 112,614 | 896,082 | 41,657 | 350,169 | | Susan Bobulsky | — | — | 60,606 | 492,121 | | Harlan Robins, PhD | 70,110 | 75,249 | 256,254 | 2,080,782 | | Julie Rubinstein | — | — | 134,777 | 1,094,389 |
Option Exercises and Stock Vested
The value realized on vesting represents the closing price of our common stock on the vesting date multiplied by the shares vesting.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price (per Share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | | Chad Robins(2) | 2/7/2018 | 600,000(3) | — | $6.55 | 2/7/2028 | * | $ * | | | 2/7/2019 | 410,000(3) | — | 7.27 | 2/7/2029 | * | * | | | 2/13/2020 | 300,000(3) | — | 31.71 | 2/13/2030 | * | * | | | 3/4/2021 | 171,703(3) | — | 43.68 | 3/4/2031 | —(4) | — | | | 3/4/2022 | * | * | * | * | 61,780(5) | 1,003,307 | | | 3/6/2023 | * | * | * | * | 531,916(6) | 8,638,316(6) | | | 3/4/2024 | * | * | * | * | 620,568(7) | 10,078,024(7) | | | 3/4/2025 | * | * | * | * | 710,000(8) | 11,530,400(8) | | Kyle Piskel(2) | 11/14/2019 | 4,900(3) | — | 27.29 | 11/14/2029 | * | * | | | 2/27/2020 | 13,474(3) | — | 28.32 | 2/27/2030 | * | * | | | 9/24/2020 | 15,000(3) | — | 45.82 | 9/24/2030 | * | * | | | 3/4/2021 | 7,154(3) | — | 43.68 | 3/4/2031 | —(4) | — | | | 11/15/2021 | 9,592(3) | — | 32.58 | 11/15/2031 | —(4) | — | | | 3/4/2022 | 2,145(9) | 6,436 | 12.14 | 3/4/2032 | 10,297(5) | 167,223 | | | 3/6/2023 | * | * | * | * | 21,868(10) | 355,136 | | | 3/4/2024 | * | * | * | * | 32,805(11) | 532,753 | | | 5/15/2024 | * | * | * | * | 98,445(12) | 1,598,747(12) | | | 3/4/2025 | * | * | * | * | 250,000(13) | 4,060,000(13) | | Susan Bobulsky(2) | 4/25/2017 | 20,000(3) | — | 6.27 | 4/25/2027 | * | * | | | 4/24/2018 | 28,750(3) | — | 6.55 | 4/24/2028 | * | * | | | 2/27/2020 | 13,474(3) | — | 28.32 | 2/27/2030 | * | * | | | 8/13/2020 | 20,000(3) | — | 39.50 | 8/13/2030 | * | * | | | 3/4/2021 | 22,894(3) | — | 43.68 | 3/4/2031 | —(4) | — | | | 3/4/2022 | 96,529(9) | 6,436 | 12.14 | 3/4/2032 | 10,297(5) | 167,223 | | | 3/6/2023 | 60,973(14) | 27,716 | 8.46 | 3/6/2033 | 29,552(10) | 479,924 | | | 3/4/2024 | 87,302(15) | 112,247 | 3.99 | 3/4/2034 | 99,735(11) | 1,619,696 | | | 3/4/2025 | —(16) | 180,029 | 8.12 | 3/4/2035 | 119,971(17) | 1,948,329 | | | 3/14/2025 | * | * | * | * | 124,976(18) | 2,029,610 | | Harlan Robins, PhD(2) | 2/7/2018 | 284,800(3) | — | 6.55 | 2/7/2028 | * | * | | | 2/7/2019 | 410,000(3) | — | 7.27 | 2/7/2029 | * | * | | | 2/13/2020 | 300,000(3) | — | 31.71 | 2/13/2030 | * | * | | | 3/4/2021 | 171,703(3) | — | 43.68 | 3/4/2031 | —(4) | — | | | 3/4/2022 | 579,180(9) | 38,612 | 12.14 | 3/4/2032 | 61,780(5) | 1,003,307 | | | 3/6/2023 | * | * | * | * | 531,916(6) | 8,638,316(6) | | | 3/4/2024 | * | * | * | * | 620,568(7) | 10,078,024(7) | | | 3/4/2025 | * | * | * | * | 710,000(8) | 11,530,400(8) | | Julie Rubinstein(2) | 2/7/2018 | 195,325(3) | — | 6.55 | 2/7/2028 | * | * | | | 2/7/2019 | 225,000(3) | — | 7.27 | 2/7/2029 | * | * | | | 2/13/2020 | 200,000(3) | — | 31.71 | 2/13/2030 | * | * | | | 3/4/2021 | 114,469(3) | — | 43.68 | 3/4/2031 | —(4) | — | | | 3/4/2022 | 434,385(9) | 28,959 | 12.14 | 3/4/2032 | 46,335(5) | 752,480 | | | 3/6/2023 | 137,189(14) | 62,360 | 8.46 | 3/6/2033 | 66,490(10) | 1,079,798 | | | 3/4/2024 | * | * | * | * | 306,250(19) | 4,973,500(19) | | | 3/4/2025 | * | * | * | * | 350,000(20) | 5,684,000(20) |
Outstanding Equity Awards as of December 31, 2025
* Not applicable. (1) Reflects intrinsic value based on the closing price ($16.24) of our common stock on December 31, 2025. Each equity award is subject to the acceleration of vesting provisions as set forth in the section titled “Potential Benefits and Payments on Termination or Change in Control.” The shares underlying this option are fully vested. The shares underlying this RSU are fully vested. (5) The shares underlying this RSU vested 25% on March 4, 2023, then in 3 equal annual installments thereafter. (6) Inclusive of 177,306 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Elements of Executive Compensation” (354,610 PSUs), but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on March 4, 2024, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. (7) Inclusive of 265,958 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Elements of Executive Compensation” (354,610 PSUs), but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on March 4, 2025, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. (8) Inclusive of 355,000 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Elements of Executive Compensation” (355,000 PSUs), but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on March 4, 2026, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. (9) The shares underlying this option vested 25% on March 4, 2023, then in 36 equal monthly installments thereafter. (10) The shares underlying this RSU vested 25% on March 4, 2024, then in 3 equal annual installments thereafter. (11) The shares underlying this RSU vested 25% on March 4, 2025, then in 3 equal annual installments thereafter. (12) Inclusive of 23,445 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Elements of Executive Compensation” (75,000 PSUs), but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on May 15, 2025, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. (13) Inclusive of 125,000 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Elements of Executive Compensation” (125,000 PSUs), but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on March 3, 2026, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. (14) The shares underlying this option vested 25% on March 4, 2024, then in 36 equal monthly installments thereafter. (15) The shares underlying this option vested 25% on March 4, 2025, then in 36 equal monthly installments thereafter. (16) The shares underlying this option vested 25% on March 4, 2026, then in 36 equal monthly installments thereafter. (17) The shares underlying this RSU vested 25% on March 4, 2026, then in 3 equal annual installments thereafter. (18) The target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Elements of Executive Compensation” (124,976 PSUs). (19) Inclusive of 131,250 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Elements of Executive Compensation” (175,000 PSUs), but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on March 4, 2025, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned. Inclusive of 175,000 RSUs and the target number of PSUs that may be earned subject to the provisions as set forth in the section titled “Elements of Executive Compensation” (175,000 PSUs), but up to 200% of target may be earned. The shares underlying the RSU portion vested 25% on March 4, 2026, then in 3 equal annual installments thereafter. The “Market value of shares or units of stock that have not vested” value includes only the value of the RSUs and the target number of PSUs that may be earned.
Pay-Versus-Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year(1) | SCT Total for PEO | Compensation Actually Paid to PEO(2) | Average SCT Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (in thousands) | Revenue(4) (in thousands) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $9,081,690 | $39,597,875 | $4,992,964 | $18,380,619 | $27 | $125 | $(59,457) | $276,976 | | 2024 | 4,973,301 | 8,354,482 | 2,387,776 | 569,712 | 10 | 93 | (159,595) | 178,957 | | 2023 | 8,904,267 | 2,745,457 | 4,257,240 | 1,361,275 | 8 | 94 | (225,304) | 170,276 | | 2022 | 8,853,328 | (1,144,530) | 4,316,929 | (2,584,615) | 13 | 90 | (200,368) | 185,308 | | 2021 | 8,751,617 | (6,175,537) | 5,865,883 | (3,112,380) | 47 | 100 | (207,298) | 154,344 |
CEO Pay Ratio
CEO Pay Ratio We present below the ratio of annual total compensation of our median compensated employee to the annualized total compensation of Chad Robins, our chief executive officer, calculated in accordance with Item 402(u) of Regulation S-K. For 2025, we chose to reassess our median employee. In identifying our median employee, we reviewed the compensation of our entire employee population of 628 U.S. employees as of December 31, 2025, which includes part-time employees and excludes our chief executive officer. In performing this analysis, we identified the median employee based on annual base salary rate and target bonus as of December 31, 2025 plus the grant date fair value of all equity awards granted in 2025. For purposes of the calculation, overtime paid in 2025 was annualized for days worked in 2025 and added to the annual base salary amount. With an even number of employees, two potential median employees were evaluated. However, one of the two potential median employees was promoted during the year and only received increased compensation for a portion of the year. For this reason, the employee with a consistent role was used as the median employee. After identifying the median employee, we then determined the actual annual salary paid in 2025, the cash bonus paid out for 2025 (paid in 2026), the grant date fair value of all equity awards granted in 2025, as well as other benefits such as 401(k) matching, utilizing the same method used to calculate and report Mr. Robins’ compensation in the “Summary Compensation Table.” The 2025 total compensation for Mr. Robins, as reported in the “Summary Compensation Table,” was $9,081,690, which reflects all elements of his compensation as determined under Item 402 of Regulation S-K. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $194,620. The ratio of Mr. Robins’ total compensation to our median employee’s total annual compensation for 2025 is 47 to 1.
Potential Benefits and Payments on Termination or Change in Control
Potential Benefits and Payments on Termination or Change in Control