DEF 14A of Vor Biopharma Inc.
Filed Apr 27, 2026 · FY20250001193125-26-181883
Proposal No. 1 – Election of Two Class II Directors
Proposal No. 1 – Election of Two Class II Directors Our business and affairs are managed under the direction of the Board. The Board presently has eight members, seven of whom have been determined by our Board to be “independent” under the rules of the SEC and The Nasdaq Stock Market LLC (“Nasdaq”). Vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. Our Board is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. There are two Class II directors whose terms expire in 2026. They are Fouad Namouni, M.D. and Andrew Levin, M.D., Ph.D. The Board has nominated Dr. Namouni and Dr. Levin for election as Class II directors to serve until our 2029 annual meeting of stockholders or until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Dr. Namouni was appointed to the Board as a Class II director in April 2024 after being identified as a potential director nominee by our then-chief executive officer. Dr. Levin was appointed to the Board in December 2025 after being designated by RA Capital Healthcare Fund, L.P. (“RACHF”) to serve as a Class II director pursuant to the right we granted RACHF under a securities purchase agreement we entered into with RACHF and other qualified institutional buyers on December 26, 2024. Although we do not have a formal policy regarding attendance by members of our Board at our annual meeting of stockholders, we encourage all of our directors to attend the Annual Meeting. Six of our then-serving directors attended the 2025 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes of the holders of shares of Common Stock present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the nominees named below. If a nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each person nominated for election has consented to being named as a nominee in this proxy statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. The following is a brief biography of (i) the nominees for election at the Annual Meeting and (ii) the other members of our Board whose terms will continue after the Annual Meeting, including their respective ages, as of the Record Date. Each biography includes information regarding the specific experience, qualifications, attributes or skills that led the Board to determine that the applicable nominee or other current director should serve as a member of the Board. There are no family relationships between or among any of our directors or executive officers.
Class II Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Class II Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting Fouad Namouni, M.D., age 57, has served as a member of our Board since April 2024. Dr. Namouni has served as President, Research and Development of Blueprint Medicines Corporation, a global biopharmaceutical company, from September 2020 until its acquisition by Sanofi in 2025. Prior to Blueprint, Dr. Namouni served in various leadership roles at Bristol Myers Squibb Company since 1999, most recently as Senior Vice President and Head of Oncology Development from August 2016 to April 2020 with the responsibility for driving product development plans across a portfolio of drug candidates. Previously, Dr. Namouni served as Head of Global Medical Affairs at BMS from September 2015 to September 2017 and Head of Development at BMS for OPDIVO® (nivolumab) and YERVOY® (ipilimumab) from January 2011 to September 2015. Dr. Namouni previously served as a member of the board of directors of Aprea Therapeutics Inc. from June 2020 to May 2022. Dr. Namouni has more than 20 years of oncology and cancer immunotherapy drug development expertise, as well as clinical experience as a pediatric oncologist. He holds an M.D. from the University of Annaba Medical School in Algeria and a Pediatrics degree from Université Rene Descartes in Paris, France. Additionally, Dr. Namouni received a Pediatric Oncology and Hematology degree and an M.S. in clinical and experimental pharmacology from Université Paris-Sud in France. We believe that Dr. Namouni is qualified to serve on our Board due to his extensive experience in drug development and his service in leadership roles and as a director of other biotechnology companies. Andrew Levin, M.D., Ph.D., age 49, has served as a member of our Board since December 2025. Since 2015, Dr. Levin has served as a Managing Director and Partner on the Investment Team at RA Capital Management, L.P. Previously, Dr. Levin was a Vice President at H.I.G. BioVentures, and prior to that he served as the Director of Pharmaceutical Sciences for the Clinton Health Access Initiative. Dr. Levin holds a B.S. in mechanical engineering from Princeton University, a Ph.D. in biomedical engineering from the Massachusetts Institute of Technology and an M.D. from Harvard Medical School. We believe that Dr. Levin is qualified to serve on our Board due to his experience as an executive and director of biotechnology companies and his experience as an investor in public and private biotechnology companies. OUR BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF EACH NOMINEE FOR CLASS II DIRECTOR FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD IN 2029
Class III Directors Continuing in Office Until the 2027 Annual Meeting
Class III Directors Continuing in Office Until the 2027 Annual Meeting Erez Kalir, age 54, has served as a member of our Board since January 2025. Mr. Kalir has served as chief operating officer and a board member of Manas AI since January 2024, as founder and chief executive officer of Martial Eagle Fund since May 2019 and as venture partner with FJ Labs since November 2021. Mr. Kalir received an A.B. in English and biology from Stanford University, an MSc. in Biology from University of Oxford and a J.D. from Yale Law School. We believe Mr. Kalir is qualified to serve on our Board due to his experience as an investor, entrepreneur, and thought leader with a deep focus on life sciences and technology. Wouter Joustra, age 37, has served as a member of our Board since December 2025. Wouter Joustra is a General Partner at Forbion, a leading European life sciences venture capital firm. At Forbion, Mr. Joustra is responsible for deal origination, general portfolio management and divestment strategies, and focuses on Forbion’s Growth Opportunities Funds, which concentrates on investing in late-stage life sciences companies. Prior to joining Forbion in 2019, Mr. Joustra previously was a Senior Trader, as well as Executive Board member of the Life Sciences franchise at Kempen, a European boutique investment bank. Mr. Joustra also served as a member of the board of directors of Gyroscope Therapeutics until the closing of its acquisition by Novartis in February 2022 for up to $1.5 billion, the board of directors of VectivBio (NASDAQ: VECT) from December 2022 until the closing of its $1.2 billion acquisition by Ironwood Pharmaceuticals in December 2023, the board of directors of Aiolos Bio until the closing of its acquisition by GSK plc in February 2024 for up to $1.4 billion and the board of Forbion’s SPAC vehicle until the completion of the business combination of enGene Holdings Inc. (NASDAQ: ENGN) in October 2023. Currently Mr. Joustra serves on the board of directors of VectorY Therapeutics, NewAmsterdam Pharma N.V. (NASDAQ: NAMS), Beacon Therapeutics, Navigator Medicines and Verdiva Bio. Mr. Joustra holds an M.Sc. in Business Administration from the University of Groningen, and a B.Sc. in International Business and Management from this same university. We believe Mr. Joustra is qualified to serve on our Board due to his experience in the biotechnology industry and the venture capital industry. Jean-Paul Kress, M.D., age 60, has served as our President and Chief Executive Officer and as Chairman of our Board since June 2025. Dr. Kress brings decades of executive leadership experience in the pharmaceutical and biotech industries. He is the Chief Executive Officer and Chairman of Vor Bio (www.vorbio.com) a biotech company reinventing the treatment of autoimmune diseases by tackling it as its root through the development of its lead asset telitacicept. Previously, he served as Chief Executive Officer of MorphoSys, where he led the development, approval and commercialization of Monjuvi® (tafasitamab), and advanced the company’s pipeline through the landmark acquisition of Constellation Pharmaceuticals in 2021, strengthening MorphoSys’ position in oncology innovation and ultimately leading to its subsequent acquisition by Novartis in 2024. Prior to that, he was CEO of Syntimmune, guiding its lead immunology program through to acquisition by Alexion Pharmaceuticals. He currently serves on the Board of Sanofi S.A. and has held senior roles across leading biopharma companies. He also served on the board of directors of Erytech from 2019 to 2023, and of Sarepta from 2015 to 2017. Dr Kress holds graduate and post-graduate degrees in biochemistry and molecular and cellular pharmacology from Ecole normale superieure, Paris, and an M.D. from Faculte Necker-Enfants Malades, Paris. We believe that Dr. Kress is qualified to serve on our Board due to his role as our chief executive officer and his extensive experience in the pharmaceutical and biotech industries.
Class I Directors Continuing in Office Until the 2028 Annual Meeting
Class I Directors Continuing in Office Until the 2028 Annual Meeting Daniella Beckman, age 47, has served as a member of our Board since July 2020 and as lead independent director since March 2026. From September 2019 to April 2026, she served as the Chief Financial Officer of Tango Therapeutics, a targeted oncology biotechnology company. From November 2015 to September 2019, she provided consulting services and served as the Interim Chief Financial Officer for several early-stage biotechnology companies. Ms. Beckman previously served on the board of directors of Blueprint Medicines Corp, from December 2021 to July 2025, until its acquisition by Sanofi, and previously served on the board of directors of Translate Bio, Inc., from October 2017 to September 2021, until its acquisition by Sanofi and previously served on the board of directors of 5:01 Acquisition Corp, a special purpose acquisition company, from October 2020 to October 2022. She currently serves on the board of directors of Upstream Bio, a public company, since December 2021. Ms. Beckman received a B.S. in business administration-accounting from Boston University. We believe that Ms. Beckman is qualified to serve on our board of directors due to her financial expertise and her experience in public accounting in the life sciences industry. Alexander (Bo) Cumbo, age 55, has served as a member of our Board since July 2025. Mr. Cumbo has served as President and Chief Executive Officer of Solid Biosciences since December 2022. Prior to that, he served as President and Chief Executive Officer of AavantiBio from October 2020 to December 2022. Prior to that, he served in roles of increasing responsibility at Sarepta Therapeutics from January 2013 to September 2020, most recently serving as Executive Vice President, Chief Commercial Officer. He currently serves as a Board Member of Climb Bio and recently at Verve Therapeutics and RA Pharma. Mr. Cumbo received his Bachelor of Science in Laboratory Technology from Auburn University. We believe that Mr. Cumbo is qualified to serve on our Board due to his experience as an officer and director of multiple public and private biotechnology companies. Michel Detheux, Ph.D., age 59, has served as a member of our Board since July 2025. Dr. Detheux currently serves as the Chief Executive Officer of iTeos Therapeutics. He co-founded iTeos in 2011 then has led the company from its preclinical origins to late- stage clinical development, financially raising $1.2 billion since inception, including a NASDAQ IPO in 2020 and one of the largest upfront strategic deals ever for an early-stage asset with GlaxoSmithKline to co-develop and co-commercialize belrestotug, iTeos’ differentiated anti-TIGIT antibody, in 2021. Prior to founding iTeos, he served as a Director at Ludwig Cancer Research. Dr. Detheux began his career at Ogeda (f/k/a Euroscreen) where he worked in various scientific and business development roles. Michel currently serves as Chairman of the Board at Egle Therapeutics. Dr. Detheux holds a degree of Bio-engineer and a Ph.D. in Biochemistry from Université Catholique de Louvain, and a business certificate from Solvay Business School. We believe Dr. Detheux is qualified to serve on our Board due to his experience as an officer and director of biotechnology companies.
Certain Interests of Directors and Executive Officers
Certain Interests of Directors and Executive Officers In considering the recommendation of our Board with respect to the approval of the Amended 2021 Plan, stockholders should be aware that the members of the Board and our executive officers have certain interests that may present them with conflicts of interest in connection with such proposal. As discussed above, directors and executive officers are eligible to receive awards under the Amended 2021 Plan. The Board recognizes that approval of this proposal may benefit our directors and executive officers and their successors. OUR BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” PROPOSAL NO. 2 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE VOR BIOPHARMA INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the compensation provided to our named executive officers for the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) | Total ($) | | Jean-Paul Kress(5) | 2025 | 344,615 | 400,000 | - | 64,013,465 | 251,425 | 18,064(6) | 65,027,569 | | President, Chief Executive Officer and Chairman | | | | | | | | | | Robert Ang(7) | 2025 | 515,026 | - | 184,250 | 1,176,895 | - | 1,488,224(8) | 3,364,395 | | Former President and Chief Executive Officer | 2024 | 620,945 | - | 361,500 | 864,800 | 341,520 | 31,584(9) | 2,220,349 | | Sandesh Mahatme | 2025 | 217,846 | 274,000 | 35,262,185(10) | 3,540,099(11) | 102,996 | 8,972(12) | 39,406,098 | | Chief Financial Officer | | | | | | | | | | Qing Zuraw(13) | 2025 | 243,385 | 100,000 | 2,230,250 | 8,570,852 | - | 692,706(14) | 11,837,193 | | Former Chief Development Officer | | | | | | | | |
Summary Compensation Table
(1) The amounts disclosed represent hiring bonuses awarded in the applicable year listed in the row. See “—Employment Agreements and Potential Payments Upon Termination or Change in Control” for additional information. (2) This column reflects the aggregate grant date fair value of the RSUs granted to our named executive officers measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”), which is the basis for computing stock-based compensation in our financial statements. This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon vesting of the RSUs or the sale of the Common Stock underlying such stock options. (3) This column reflects the full grant date fair value of stock option awards granted during the year measured pursuant to ASC 718, which is the basis for computing stock-based compensation in our financial statements. The fair value of stock option awards includes any incremental value resulting from stock option repricings, as described below under "Stock Option Repricings". This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon vesting of the stock options, the exercise of the stock options or the sale of the Common Stock underlying such stock options. See Note 8 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (4) The amounts disclosed represent performance bonuses earned in the applicable year listed in the row. (5) Dr. Kress is also a member of our Board but did not receive any additional compensation in his capacity as a director. (6) Consists of $13,785 in 401(k) Company matching contributions, $4,000 in health savings account contributions, and $279 in aggregate for life insurance premiums paid by Vor Bio on Dr. Kress' behalf. (7) Dr. Ang resigned as our President and Chief Executive Officer and as a member of our Board on June 25, 2025. Dr. Ang did not receive any additional compensation in his capacity as a director. (8) Consists of $14,000 in 401(k) Company matching contributions, $4,000 in health savings account contributions, $638 in aggregate for life insurance premiums paid by Vor Bio on Dr. Ang's behalf, $1,469,400 in termination expenses, and $186 for commuting expenses. Consists of $23,169 in 401(k) Company matching contributions, $4,000 in health savings account contributions, $2,310 in aggregate for life insurance and disability insurance premiums paid by us on Dr. Ang’s behalf, and $2,105 for commuting expenses. In accordance with the terms of Mr. Mahatme’s employment agreement, Mr. Mahatme previously received a grant of 694,137 RSUs under the Inducement Plan. In connection with the December Option Repricing, the Compensation Committee of the Board approved cancelling Mr. Mahatme’s RSU award and granting Mr. Mahatme an option to purchase 1,388,274 shares of Common Stock pursuant to the 2021 Plan. This amount reflects the aggregate grant date fair value of the cancelled 694,137 RSU measured pursuant to ASC 718. (11) This amount reflects (i) the incremental fair value resulting from the cancellation of the previous 694,137 RSU award and grant of an option to purchase 1,388,274 shares of Common Stock, measured pursuant to ASC 718 and (ii) the incremental fair value resulting from December 2025 repricing, described below under "Stock Option Repricings", measured pursuant to ASC 718. (12) Consists of $8,714 in 401(k) Company matching contributions and $258 in aggregate for life insurance premiums paid by Vor Bio on Mr. Mahatme's behalf. (13) Dr. Zuraw resigned as our Chief Development Officer effective as of December 31, 2025. (14) Consists of $9,735 in 401(k) Company matching contributions, $2,000 in health savings account contributions, $247 in aggregate for life insurance premiums paid by Vor Bio on Dr. Zuraw's behalf, and $680,724 in termination expenses.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
| | Option Awards (1) | | | | | Stock Awards (1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | | Jean-Paul Kress | 06/26/25 | | 4,164,831(3) | 17.80(4) | 06/25/35 | | | | Robert Ang(5) | 03/10/20 | 7,364 | | 43.52 | 03/09/30 | | | | | 08/21/20 | 7,002 | | 38.08 | 08/20/30 | | | | | 02/05/21 | 2,552 | | 360.00 | 02/04/31 | | | | | 02/01/22 | 18,799 | | 172.60 | 01/31/32 | | | | | 09/13/22 | 8,625 | | 99.40 | 09/12/32 | | | | | 02/06/23 | 12,874 | | 111.00 | 02/05/33 | | | | | 01/29/24 | 22,661 | | 48.20 | 01/28/34 | | | | | 02/03/25 | 41,249 | | 26.80 | 02/02/35 | | | | Sandesh Mahatme | 12/05/25 | | 1,388,274(6) | 17.80(7) | 12/04/35 | | | | Qing Zuraw(8) | 07/17/25 | | 218,652(3) | 47.60(9) | 07/16/35 | | | | | 07/17/25 | | | | | 46,854(10) | 612,850 |
Outstanding Equity Awards at December 31, 2025
(1) All equity awards were granted under the Prior Plan, described below under the subsection titled “—Equity Incentive Plans—2015 Stock Incentive Plan,” our 2021 Plan, the terms of which are described below under the subsection titled “—Equity Incentive Plans—Amended and Restated 2021 Equity Incentive Plan,” or our 2023 Inducement Plan (the “Inducement Plan”), the terms of which are described below under the subsection titled “—Equity Incentive Plans—Inducement Plan.” This column represents the fair market value of a share of our Common Stock of $13.08 as of December 31, 2025, which was the closing price of our Common Stock as reported on the Nasdaq Global Select Market on December 31, 2025, multiplied by the amount shown in the column “Stock Awards—Equity incentive plan awards: number of unearned shares, units or other rights that have not vested.” 1/4th of the shares underlying the option vest on the one-year anniversary of the grant date, with the remainder vesting in equal monthly installments over the following three years, subject to continuous service as of each such vesting date. (4) On December 5, 2025, pursuant to the terms of the Inducement Plan, the Board approved a stock option award repricing, effective as of December 5, 2025. The exercise price per share of common stock subject to the option will be (a) $17.80 per share, or (b) to the extent the option is exercised following the end of a specified retention period, $8.18 per share. The retention period begins on December 5, 2025 and ends on the earlier of (i) December 5, 2027 or (ii) a Change in Control (as defined in the Inducement Plan) during the optionholder’s continuous service with the Company. (5) Dr. Ang resigned as the Company’s President and Chief Executive Officer and as a member of our Board effective as of June 25, 2025. In connection with his resignation, we entered into a transition agreement with Dr. Ang, which provided for accelerated vesting of all outstanding time-based equity awards and a 12-month post-termination exercise period for vested stock options, and as a result, Dr. Ang’s outstanding option awards will no longer be exercisable as of October 14, 2026. (6) 1/4th of the shares underlying the option vest on July 1, 2026, with the remainder vesting in equal monthly installments over the following three years, subject to continuous service as of each such vesting date. (7) In connection with the December Option Repricing, as described below, the Compensation Committee of the Board approved cancelling Mr. Mahatme’s RSU award and granting Mr. Mahatme an option to purchase 1,388,274 shares of Common Stock pursuant to the 2021 Plan. The option award has an initial exercise price of $17.80 per share, which will automatically reduce to $8.18 per share for any exercises beginning on the earlier of (i) December 5, 2027 and (ii) a Change in Control during Mr. Mahatme’s Continuous Service (each as defined in the 2021 Plan). (8) Dr. Zuraw resigned as the Company’s Chief Development Officer, and her outstanding option awards and stock awards ceased vesting and were forfeited, effective as of December 31, 2025. (9) On December 5, 2025, pursuant to the terms of the Inducement Plan, the Board approved a stock option award repricing, effective as of December 5, 2025. The exercise price per share of common stock subject to the option will be (a) $47.60 per share, or (b) to the extent the option is exercised following the end of a specified retention period, $8.18 per share. The retention period begins on December 5, 2025 and ends on the earlier of (i) December 5, 2027 or (ii) a Change in Control (as defined in the Inducement Plan) during the optionholder’s continuous service with the Company. (10) Represents restricted stock units. 1/4th of the restricted stock units vest on August 1, 2026, with the remainder vesting in substantially equal quarterly installments over 3 years, subject to continuous service as of each such vesting date.
Employment Agreements and Potential Payments Upon Termination or Change in Control
Employment Agreements and Potential Payments Upon Termination or Change in Control We are party to employment agreements with each of our named executive officers. The agreements generally provide for at-will employment without any specific term and set forth the named executive officer’s initial base salary, eligibility for employee benefits and severance benefits upon a qualifying termination of employment or change in control of our Company. Each of our named executive officers has executed our standard confidentiality, intellectual property assignment and non-solicitation agreement. The key terms of the employment agreements with our named executive officers, including potential payments upon termination or change in control, are described below. Jean-Paul Kress, M.D. We entered into an employment agreement with Dr. Kress in June 2025 in connection with his appointment as our President and Chief Executive Officer. The employment agreement provides for an initial annual base salary of $700,000, subject to annual review and potential increase, and a one-time signing bonus of $400,000, subject to repayment if Dr. Kress’s employment terminates under certain circumstances within the first twelve months. Our Board increased Dr. Kress’s annual base salary in March 2026 to $724,500, effective as of January 1, 2026. Dr. Kress is also eligible for a discretionary annual cash bonus targeted at 60% of his then-current base salary. In addition, the employment agreement provided for an initial grant of stock options to purchase 4,164,831 shares of Common Stock, which such award was repriced in connection with the December Option Repricing described above. In the event we terminate Dr. Kress’s employment without cause or Dr. Kress resigns for good reason, Dr. Kress will be entitled to severance benefits, including 18 months of base salary, a prorated target bonus, continued health coverage and an extended period to exercise vested stock options, subject to his execution of a release of claims. If such a termination occurs in connection with a change in control, severance benefits increase to lump sum payments equal to 24 months of base salary and 150% of the target bonus, accelerated vesting of equity awards and 24 months of continued health coverage. Robert Ang, M.B.B.S. We entered into an offer letter with Dr. Ang in June 2019 in connection with his appointment as our President and Chief Executive Officer. The offer letter provided for a base salary of $395,000 per year, a one-time signing bonus of $76,000 and a target annual bonus equal to 40% of Dr. Ang’s annual base salary based on the achievement of goals established by our Board. Our Board periodically increased Dr. Ang’s annual base salary, including most recently in February 2025, to $632,000. Additionally, in February 2025 our Board of directors approved a target annual bonus of 55% of Dr. Ang’s annual salary. The offer letter further provided for the grant of stock options. Pursuant to his offer letter, if we terminated Dr. Ang’s employment without cause, or if Dr. Ang terminated his employment for good reason or due to death or disability, each as defined in Dr. Ang’s offer letter, he was entitled to (i) cash severance equal to continued base salary payments commencing on Dr. Ang’s termination date until the first anniversary of such termination date (the “Ang Severance Period”), paid in equal monthly installments in accordance with our standard payroll policies and (ii) if he timely elected to continue health coverage through COBRA, direct payment of, or reimbursement for, COBRA premiums for Dr. Ang and his covered dependents for the Ang Severance Period or, if earlier, until Dr. Ang was eligible for healthcare coverage under another employer’s plan. These severance benefits were conditioned upon Dr. Ang’s resignation from all positions with us, execution of a release agreement, return of company property and compliance with his confidentiality, intellectual property assignment and non-solicitation agreement. Notwithstanding the foregoing, in the event we were to undergo a change in control, as defined in Dr. Ang’s offer letter, Dr. Ang’s then-outstanding equity awards granted pursuant to the offer letter would vest in full, subject to Dr. Ang’s continued service through the date of such change in control. In connection with Dr. Ang’s resignation from the positions of President, Chief Executive Officer and Director, we entered into a transition agreement with Dr. Ang (the “Transition Agreement”) in June 2025 pursuant to which Dr. Ang continued with the Company to assist in his transition through October 2025. Under the Transition Agreement, Dr. Ang received severance benefits including lump sum payments equal to 18 months of base salary and 150% of his 2025 target annual bonus, reimbursement of COBRA premiums for up to 18 months, accelerated vesting of all outstanding time-based equity awards and a 12-month post-termination exercise period for vested stock options, all of which are reflected in “All Other Compensation” in “Summary Compensation Table” above.
Director Compensation
Director Compensation
Director Compensation Table
Director Compensation Table The following table sets forth information regarding the compensation earned for service on our Board in 2025 by our non-employee directors, including the outstanding equity awards held by our non-employee directors as of December 31, 2025. Dr. Kress, our President and Chief Executive Officer, is also a member of our Board but did not receive any additional compensation for his service as a director. Dr. Ang, our former President and Chief Executive Officer, was also a member of our Board until June 25, 2025 but did not receive any additional compensation for service as a director.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards($) (1)(2) | Total ($) | | Daniella Beckman | 60,000 | 4,200 | 64,200 | | Alexander (Bo) Cumbo | 22,973 | 98,392 | 121,365 | | Michel Detheux | 20,958 | 98,392 | 119,350 | | Wouter Joustra(3) | 1,522 | 30,359 | 31,881 | | Erez Kalir(4) | 42,033 | 81,000 | 123,033 | | Andrew Levin(5) | 1,522 | 30,359 | 31,881 | | David Lubner(6) | 31,107 | 4,200 | 35,307 | | Sven (Bill) Ante Lundberg(7) | 27,310 | 4,200 | 31,510 | | Matthew Patterson(8) | 53,374 | 4,200 | 57,574 | | Sarah Reed(9) | 13,283 | 91,925 | 105,208 | | Joshua Resnick(10) | 34,565 | 4,200 | 38,765 | | Fouad Namouni | 46,889 | 4,200 | 51,089 |
Director Compensation Table
(1) This column reflects the full grant date fair value of options granted during the year measured pursuant to ASC 718, which is the basis for computing stock-based compensation in our financial statements. See Note 8 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for information concerning certain of the specific assumptions we used in valuing options. (2) The table below shows the aggregate number of equity awards outstanding for each of our directors and former directors who is not a named executive officer, as of December 31, 2025.
Director Compensation Table
| Name | Number of Outstanding Options | | Daniella Beckman | 8,249 | | Alexander (Bo) Cumbo | 3,000 | | Michel Detheux | 3,000 | | Wouter Joustra | 3,000 | | Erez Kalir | 4,500 | | Andrew Levin | 3,000 | | David Lubner(6) | 8,249 | | Sven (Bill) Ante Lundberg(7) | 7,238 | | Matthew Patterson(8) | 6,190 | | Sarah Reed(9) | 250 | | Joshua Resnick(10) | 6,190 | | Fouad Namouni | 6,000 |
Director Compensation Table
(3) Mr. Joustra was appointed to our Board on December 18, 2025. (4) Mr. Kalir was appointed to our Board on January 6, 2025. (5) Dr. Levin was appointed to our Board on December 18, 2025 to fill the vacancy created by Ms. Reed’s resignation. (6) Mr. Lubner resigned as a director effective as of August 26, 2025. Dr. Lundberg resigned as a director effective as of July 17, 2025. Mr. Patterson resigned as a director effective as of August 26, 2025. (9) Ms. Reed was appointed to our Board on August 27, 2025 to fill the vacancy created by Dr. Resnick’s resignation, and resigned as a director effective as of December 17, 2025. (10) Dr. Resnick resigned as a director effective as of August 22, 2025.
Narrative to Director Compensation Table
Narrative to Director Compensation Table
Director Compensation Policy
Director Compensation Policy Our Board has adopted a non-employee director compensation policy, which became effective in February 2021 and has been subsequently amended from time to time. Pursuant to the non-employee director compensation policy in effect for fiscal year 2025, each non-employee director was eligible to receive the following compensation for service on our Board: • an annual cash retainer of $40,000; • an additional annual cash retainer for service as non-executive Chairperson of the Board of $30,000; • an additional annual cash retainer of $7,500, $5,000 and $4,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an additional annual cash retainer of $15,000, $10,000 and $8,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an initial option grant to purchase 3,000 shares of our Common Stock on the date of each such non-employee director’s appointment to our Board, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through the vesting date; and • an annual option grant to purchase 1,500 shares of our Common Stock on the date of each of our annual stockholder meetings, with the shares vesting on the earlier of the first anniversary of the date of grant or the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date. In March 2026, the Board approved an amended non-employee director compensation policy that was applicable to all of our non-employee directors for fiscal year 2026. This amended compensation policy provides that each such non-employee director will receive the following compensation for service on our Board: • an annual cash retainer of $40,000; • an additional annual cash retainer for service as non-executive Chairperson of the Board or Lead Independent Director of $30,000; • an additional annual cash retainer of $10,000, $7,500 and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an additional annual cash retainer of $20,000, $15,000 and $10,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (in lieu of the amounts above for service as a member of such committees); • an initial option grant to purchase the lesser of (i) 68,000 shares of Common Stock and (ii) a number of shares of Common Stock with an aggregate grant date fair value equal to $700,000 on the date of each such non-employee director’s appointment to our Board, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through the vesting date; and • an annual option grant to purchase the lesser of (i) 34,000 shares of Common Stock and (ii) a number of shares of Common Stock with an aggregate grant date fair value equal to $350,000 on the date of each of our annual stockholder meetings for each non-employee director who was elected or appointed to the Board prior to the year in which such annual stockholder meeting occurs, with the shares vesting on the earlier of the first anniversary of the date of grant or the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date. We also will continue to reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our Board and committee meetings. We do not pay any compensation to our President and Chief Executive Officer in connection with his service on our Board. The compensation that we pay to our President and Chief Executive Officer is discussed earlier in the “Executive Compensation” section. Each of the option grants described above will be granted under our 2021 Plan, the terms of which are described in more detail above under the section titled “Executive Compensation—Equity Incentive Plans—Amended and Restated 2021 Equity Incentive Plan.” Each option awarded to directors under the non-employee director compensation policy will be subject to accelerated vesting upon a “change in control” (as defined in the 2021 Plan). The term of each option will be ten years, subject to earlier termination as provided in the 2021 Plan.
Director Affiliations
Director Affiliations Some of our directors are affiliated with entities which beneficially own 5% or more of our Common Stock, as indicated in the table below:
Director Affiliations
| Director | Principal Stockholder | | Wouter Joustra(1) | ForGrowth III PA B.V. | | Andrew Levin(2) | RA Capital Healthcare Fund, L.P. |
Director Affiliations
| Erez Kalir(3) | Reprogrammed Interchange LLC |
Director Affiliations
Mr. Joustra was appointed to our Board in December 2025 to serve as ForGrowth III PA B.V.’s designee pursuant to the terms of the “December 2025 Purchase Agreement. (2) Dr. Levin was appointed to our Board in December 2025 to serve as RA Capital Healthcare Fund, L.P.’s designee pursuant to the terms of the 2024 Purchase Agreement. (3) Mr. Kalir was appointed to our Board in January 2025 to serve as Reid Hoffman’s designee pursuant to the terms of the 2024 Purchase Agreement. Mr. Hoffman is affiliated with Reprogrammed Interchange LLC.