DEF 14A of Atea Pharmaceuticals, Inc., Apr 27, 2026

DEF 14A of Atea Pharmaceuticals, Inc.

Filed Apr 27, 2026 · FY20250001193125-26-182293

Open on EDGAR

  1. Information About This Proxy Statement

    Information About This Proxy Statement Why you received this Proxy Statement. You are viewing or have received these proxy materials because Atea’s Board is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares. Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

  2. Information About This Proxy Statement

    | Proxy Statement Summary |

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    | Advancing Oral Antiviral Therapies |

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    We are a late-stage clinical biopharmaceutical company with deep expertise in antiviral drug development, advancing a pipeline focused on areas of significant unmet medical need. Our lead program—a combination regimen of bemnifosbuvir and ruzasvir for the treatment of chronic hepatitis C virus (HCV)—progressed into Phase 3 development in 2025, supported by robust Phase 2 results which demonstrated a 98% sustained virologic response rate among treatment‑adherent patients. Results to-date support our regimen as a potential best-in-class HCV treatment option with a differentiated profile. In clinical trials, the regimen has demonstrated efficacy and tolerability, low risk of drug-drug interactions and convenient dosing with no food effect. In 2025, we expanded our antiviral portfolio with the addition of AT‑587, a novel product candidate for the treatment of hepatitis E virus (HEV). With heightened impact on immunocompromised and other high‑risk populations, HEV is an emerging global public health concern for which there are no currently approved therapies. For immunocompromised patients living with chronic HEV infection there is a major unmet medical need for an approved treatment. In these patients, chronic HEV can rapidly progress to cirrhosis within three to five years if left untreated. The HCV and HEV commercial market opportunities are substantial and are anticipated to remain that way for the foreseeable future. In 2025, global net sales of currently approved HCV antiviral therapies exceeded $2.5 billion with the US accounting for approximately 50% of these sales. For HEV, we estimate that treatment of immunocompromised patients with a direct acting antiviral represents a significant market opportunity.

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    | Our Board Provides Robust Oversight of Management |

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    Our Board includes high-quality and accomplished directors who contribute complementary skills, experience, backgrounds and perspectives that facilitate robust oversight of management and the Company. With more than half of our independent directors appointed since 2020, including two independent directors newly appointed in 2025, the Board has been significantly refreshed welcoming new perspectives while retaining the institutional knowledge possessed by our directors with longer tenure. Our Board is focused on ensuring the execution of our strategy, enhancing performance and creating an environment that increases operational efficiency – all of which will contribute to Atea’s long-term growth and the creation of sustainable stockholder value.

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    | Board Highlights | | | | Directors with PhD or MD | Board Independence | New Directors Since 2020 | | | | |

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    | Director Skillsets |

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    | Our Corporate Governance Promotes Accountability |

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    The governance structure adopted at the time of Atea’s initial public offering (“IPO”) in 2020 reflects the Board’s intentions to allow leadership to drive the creation of long-term stockholder value by focusing, in a financially disciplined manner, on the discovery and development of first- or best-in-class oral antiviral therapeutics.

  11. Information About This Proxy Statement

    | Governance Principles | Corporate Governance Practice | | Accountability to Stockholders | One vote per share of Common Stock | | | No dual class or unequal-voting structure | | | No poison pill | | | Simple majority vote on merger proposals | | Robust Independence | 8 of our 9 directors are independent | | | 5 new independent directors appointed since 2020 | | | Independent Lead Director with delineated role and approval authority | | | Our independent directors regularly meet in executive sessions. | | | All four standing Board committees—Audit, Compensation, Nominating and Corporate Governance, and Strategy and Public Policy—are independent | | Comprehensive Evaluation and Risk Oversight | Our Board periodically reviews its performance, as well as the performance of each of its standing committees | | | Our Compensation Committee evaluates our CEO’s performance annually and oversees management of risks associated with our compensation policies and programs | | | Our Nominating and Corporate Governance Committee oversees management of risks associated with overall governance and Board composition matters | | | Our Audit Committee oversees management of financial and cybersecurity risks | | Strong Alignment of Interests with Stockholders | We have a clawback policy that applies to both cash and equity incentives and is triggered by a financial restatement | | | Our directors and executive officers are prohibited from pledging or hedging transactions |

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    | Executive Compensation is Aligned with Company Performance | | Despite being a smaller reporting company under SEC rules, we voluntarily provide supplementary disclosure that provides enhanced transparency of our compensation structure |

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    Our Compensation Committee designs incentives based on Company performance that both emphasize the creation of sustainable long-term stockholder value and attract, motivate and retain highly qualified and experienced executives.

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    | Our Executive Compensation Philosophy is designed to reward executives for actions that create incremental stockholder value and align the interests of stockholders and executives | | | Pay for Performance | Reward executives for actions that create incremental stockholder value | | Align Interests | Ensure executives’ interests are aligned with long-term stockholders | | Attract & Retain | Provide appropriate compensation for each executive relative to industry |

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    The design of our executive compensation program promotes performance alignment and protects stockholder interests.

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    | Design Feature | Rationale & Impact | | Pay for Performance | Align Interests | Attract & Retain | | Emphasize at-risk compensation | ➣ | 79% of CEO 2025 target pay at risk | | | | | Balance short- and long-term incentives | ➣ | Reward executives for actions that create stockholder value | | | | | Focus on equity pay mix | ➣ | Performance stock units (“PSUs”) accounted for greater than 50% of CEO 2025 equity value | | | | | Link annual bonus to preset goals | ➣ | Rewards executives for achieving strategic objectives No guaranteed bonuses | | | |

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    For 2025, the resulting Target Pay mix was: The Board is committed to maintaining regular, meaningful engagement with our stockholders to better understand their perspectives. The Board values stockholder feedback received as it serves as a key input to Board and Board committee discussions and ultimately informs decision-making. Since our 2020 IPO, we have regularly engaged constructively and proactively with stockholders to understand their views on matters of strategy, corporate governance, executive compensation, capital allocation, and overall performance. During 2025, we conducted a robust and comprehensive outreach effort, engaging both existing and potential stockholders through a broad range of meetings and interactions designed to communicate our strategy, governance practices, and long-term priorities, while also soliciting investor feedback. Following the 2025 Annual Meeting, we offered engagement opportunities to stockholders representing more than 50% of our outstanding shares of common stock. Stockholders with whom we engaged—representing the majority of responding share ownership—generally focused discussions on our strategic direction, operational execution, capital stewardship, and governance practices. These meetings with stockholders included members of our senior management team. Feedback received through this outreach was communicated directly to the full Board and to relevant Board committees and was a meaningful input into Board deliberations, including governance and compensation-related decisions. The Board values this ongoing dialogue and views stockholder engagement as an integral component of effective corporate governance and long-term stockholder value creation.

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    | Actions taken by the Compensation Committee in line with stockholder preferences include: | | | | Included PSUs as a significant part of the 2025 total compensation | | | Provide enhanced voluntary disclosures to convey to stockholders the rationale, guiding principles and polices that our Compensation Committee and Board follow when determining compensation of our named executive officers (“NEOs”) | | | Enhanced disclosure of our annual performance-based cash incentive to demonstrate the link between Company performance and preset, objective goals | | | Committed to disclose Company performance against the preset long-term goals when the PSU performance period is completed |

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    | PROPOSAL 1 – ELECTION OF DIRECTORS |

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    Under our Restated Certificate of Incorporation, our Board is divided into three classes, with each class having as nearly as possible an equal number of directors and the three classes having staggered terms. At each annual meeting of the stockholders, one class of directors is elected for a three-year term to succeed the directors of the same class whose term is then expiring. Our Board has fixed the number of directors at nine as of the date of this Proxy Statement. The current class structure is as follows: Class I, whose term will expire at the 2027 annual meeting of stockholders; Class II, whose term will expire at the 2028 annual meeting of stockholders; and Class III, whose current term will expire at the Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire at the 2029 annual meeting of stockholders. The current Class I directors are Franklin Berger, Arthur Kirsch and Jean-Pierre Sommadossi, PhD; the current Class II directors are Bruno Lucidi, Polly Murphy, DVM, PhD and Bruce Polsky, MD, MACP, FIDSA; and the current Class III directors are Jerome Adams, MD, MPH, Howard Berman, PhD, and Barbara Duncan. The Board has unanimously nominated each of Dr. Adams, Dr. Berman and Ms. Duncan for re-election as Class III Directors at the Annual Meeting. If re-elected, Dr. Adams, Dr. Berman and Ms. Duncan will hold office until the 2029 annual meeting of stockholders and until each of such director’s respective successor is elected and qualified or until each of such director’s earlier death, resignation or removal. Each nominee has consented to being named in this Proxy Statement and to serve, if elected. If any nominee is unable to serve or for good cause will not serve as a director, it is intended that the proxies will be voted for any substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected.

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    | | The Board unanimously recommends a vote FOR the election of each of the Class III Director nominees named below. |

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    | Our Board of Directors |

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    The following table outlines the directors who currently serve on our Board along with their respective years of appointment and key Board committee roles. The directors in the shaded rows have been nominated by our Board for election by stockholders at the Annual Meeting.

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    | Director Name | Independent | Director Since | Term Ending | Committee Membership | | Jerome Adams, MD, MPH | | 2021 | 2026 | NCG, SPP (Chair) | | Howard Berman, PhD | | 2025 | 2026 | NCG, SPP | | Barbara Duncan | | 2020 | 2026 | Audit (Chair)*, NCG | | Franklin Berger | | 2019 | 2017 | Audit, Compensation (Chair) | | Arthur Kirsch | | 2025 | 2027 | Audit*, Compensation | | Bruno Lucidi | | 2014 | 2028 | Audit, Compensation | | Polly Murphy, DVM, PhD | | 2020 | 2028 | NCG (Chair), SPP | | Bruce Polsky, MD, MACP, FIDSA | | 2014 | 2028 | Compensation, SPP | | Jean-Pierre Sommadossi, PhD | | 2014 | 2027 | None | | NCG – Nominating and Corporate Governance; SPP – Strategy and Public Policy; * – Financial Expert | | | | |

  25. Information About This Proxy Statement

    The biographies of our directors starting on the next page outline their principal occupations and business experience and how each individual contributes to Board oversight:

  26. Information About This Proxy Statement

    | Jerome Adams, MD, MPH | | | | Independent Director | | Age: 51 Director Since: 2021 Class: III Committee Memberships – Strategy and Public Policy (Chair) – Nominating and Corporate Governance Education – University of Maryland Baltimore County, BA – University of California, Berkeley, MPH – Indiana University School of Medicine, MD | Qualifications and Expertise Provided to Our Board | | | | | | – | Dr. Adams’ distinguished experience shaping national and state health policy, gained through his leadership as the 20th U.S. Surgeon General and Commissioner of the Indiana State Department of Health, offers deep insights into public health priorities including viral disease eradication and prevention. | | | | | – | Dr. Adams’ unique perspective on public health needs, combined with his current role focused on health equity initiatives and his medical background, significantly enhances the Board’s ability to align the Company’s strategy with evolving healthcare demands and navigate complex policy landscapes. | | | | | Professional Experience | | | | | | – | Presidential Fellow and Executive Director of the Center for Community Health Enhancement and Learning at Purdue University, leading collaborative efforts to elevate community health outcomes (2021-present) | | | | | – | Distinguished Professor of Practice in the departments of Pharmacy Practice and Public Health at Purdue University (2021-present) | | | | | – | 20th U.S. Surgeon General, where he led and directed oversight and operations of the Office of the Surgeon General and advised the Secretary of the U.S. Department of Health and Human Services on matters related to protecting and advancing the public health of the United States (2017-2021) | | | | | – | Commissioner of the Indiana State Department of Health where he served as a cabinet advisor on public health matters and led Indiana’s response to Ebola, Zika and HIV crises managing an annual budget of ~$350 million (2014-2017) | | | | | – | Numerous roles in academia and medicine (2006-2017), including: o General Anesthesiologist, Ball Memorial Hospital (2006-2008) o Associate Professor of Anesthesia at Indiana University (2008- 2017 and 2021-present) o General Anesthesiologist, Walter Reed Medical Center (2018- 2021) | | | | | – | Recipient of U.S. Public Health Service Awards, including the Distinguished Service Medal, Presidential Unit Citation, Army Military Medical Merit Medal, Global Health Campaign Medal, and Humanitarian Service Medal | | | | | Other Public Company Directorships (past five years): | | | | | | – | None | | | | Core Skills | | | | | | | | | | | | Drug Development / Scientific Experience | Life Sciences / Healthcare Industry | Business Development / Strategic Partnerships | Senior Executive Role | Corporate Governance |

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    | Howard Berman, PhD | | | | Independent Director | | | | | Age: 52 Director Since: 2025 Class: III Committee Memberships – Strategy and Public Policy – Nominating and Corporate Governance Education – University of Michigan, BS – Weill Cornell Medical School, PhD, Neuroscience and Pharmacology | | Qualifications and Expertise Provided to Our Board | | | | | | | | | – | Dr. Berman’s experience cultivated through significant roles within major pharmaceutical companies including AbbVie, Eli Lilly, and Novartis focusing on clinical development and drug launches, and his experience as a public biotechnology company CEO and founder will provide the Board with key insights into pharmaceutical development and commercialization strategy. | | | | | | | | – | Dr. Berman’s unique capacity to integrate deep scientific understanding with strong business and entrepreneurial acumen, will significantly enhance the Board’s ability to strategically guide the Company and strengthen the Board’s oversight of the Company’s operational execution. | | | | | | | | Professional Experience | | | | | | | | | – | Chairman (formerly Executive Chairman) and CEO of ReAlta Life Sciences, Inc., a clinical stage biopharmaceutical company focused on targeting neutrophils and central components of the complement system for the treatment of inflammatory disorders (2025 to present) | | | | | | | | – | Founder, Executive Chairman and CEO of Coya Therapeutics, Inc., a clinical-stage biotechnology company focused on developing multimodality Treg therapies for the treatment of neurodegenerative, autoimmune and metabolic diseases (2020-2026) | | | | | | | | – | Founder of Imaware Inc., a digital health company that developed and commercializes remote blood biomarker testing and monitoring (2018-2024) | | | | | | | | – | Senior Medical Liaison roles at numerous pharmaceutical companies (2003-2020), including: o Abbvie Inc.: led engagement with key opinion leaders to advance oncology assets and contributed to development and multi-billion dollar launch of Venclexta® and other products (2013-2020) o Eli Lilly and Co.: company’s scientific point of contact with and key opinion leader for development and initiation of collaborations, clinical trials and managed key academic partnerships and contributed to multi-billion dollar launch of Alimta® (2009-2013) o Novartis Pharmaceuticals Corporation: managed key opinion leader collaborations to support broad portfolio of CNS drugs targeting epilepsy, Parkinson’s Disease, Alzheimer’s Disease, MS, ADHD, and other neurological conditions and contributed to launch of Focalin-XR® (2003-2006) | | | | | | | | Other Public Company Directorships (past five years): | | | | | | | | | – | Coya Therapeutics, Inc. (Ticker: COYA), 2020-2026 | | | | | | Core Skills | | | | | | | | | | | | | | | | | | Drug Development / Scientific Experience | Life Sciences / Healthcare Industry | | Business Development / Strategic Partnerships | Finance & Audit | M&A / Strategic Investments | Senior Executive Role | Corporate Governance |

  28. Information About This Proxy Statement

    | Barbara Duncan | | | Independent Director | | | | Age: 61 Director Since: 2020 Class: III Committee Memberships – Audit (Chair) – Nominating and Corporate Governance Education – Louisiana State University, BBA – University of Pennsylvania, The Wharton School, MBA | Qualifications and Expertise Provided to Our Board | | | | | | | – | Ms. Duncan’s extensive biopharmaceutical leadership experience, including her role as CEO of DOV Pharmaceuticals where she guided its acquisition, combined with deep financial and auditing experience, provides the Board with valuable expertise. | | | | | | – | Ms. Duncan’s executive leadership roles at similarly scaled companies and governance insights from board roles at other public biopharmaceutical companies strengthens the Board’s oversight across strategy, finance, capital allocation and governance practices. | | | | | | Professional Experience | | | | | | | – | CFO and Treasurer of Intercept Pharmaceuticals, Inc., a biopharmaceutical company which focused on developing treatments for liver diseases. Raised $1.5 billion through private and public financings including company’s IPO and follow-ons. Collaborated in development and execution of strategic and operational plans (2009-2016) | | | | | | – | CEO (2007-2009) and CFO (2001-2007) of DOV Pharmaceuticals, Inc., a biopharmaceutical company which focused on therapeutics primarily for treatment of central nervous system conditions. Developed and led the sale of company to Euthymics Biosciences. Executed on all phases of company’s IPO, private placements and convertible debt financing raising $175 million. | | | | | | – | Roles in Corporate Finance and Audit between 1986-2000, including: o Deloitte & Touche (Senior Accountant, 1986-1989) o Pepsico, Inc. (International Auditor, 1989-1992) o SBC Warburg Dillon Read Inc. (Director, Corporate Finance, 1994-1998) o Lehman Brothers Inc. (VP, Corporate Finance, 1998-2001) | | | | | | Other Public Company Directorships (past five years): | | | | | | | – | OVID Therapeutics Inc. (Ticker: OVID), 2017-present | | | | | | – | Halozyme, Inc. (Ticker: HALO), 2023-present | | | | | | – | Fusion Pharmaceuticals, Inc. (Ticker: FUSN), 2020-2024 | | | | | | – | Jounce Therapeutics, Inc. (Ticker: JNCE), 2016-2023 | | | | | | – | Adaptimmune, plc (Ticker: ADAP), 2016-2023 | | | | | | – | ObsEva plc (OTC, Ticker: OBSEF), 2016-2021 | | | | | Core Skills | | | | | | | | | | | | | | Life Sciences / Healthcare Industry | Business Development / Strategic Partnerships | Finance & Audit | M&A / Strategic Investments | Senior Executive Role | Corporate Governance |

  29. Information About This Proxy Statement

    | Franklin Berger | | | Lead Independent Director | | | | Age: 76 Director Since: 2019* Class: I Committee Memberships – Compensation (Chair) – Audit Education – John Hopkins University, BA – John Hopkins University, MA – Harvard Business School, MBA * Mr. Berger will not seek re-election when his current term ends at the 2027 annual meeting of stockholders. | Qualifications and Expertise Provided to Our Board | | | | | | | – | Mr. Berger provides deep expertise in life science finance and capital markets, drawing on decades of experience including leading equity research divisions at major investment banks including JP Morgan and Salomon Brothers, founding investment research firms, and participating in significant life science sector financings. | | | | | | – | Mr. Berger’s financial acumen, coupled with extensive corporate governance experience from serving on numerous public biopharmaceutical company boards, significantly enhances the Board’s oversight of the Company’s strategy, operational execution and capital allocation. | | | | | | Professional Experience | | | | | | | – | Founder and Managing Director at FMB Research LLC (2005-present) | | | | | | – | Co-Portfolio Manager at Sectoral Biotechnology Fund, a $7 billion investment fund (2007-2008) | | | | | | – | Founded the small-cap focused NEMO Fund at Sectoral Asset Management Inc. (2007-2008) | | | | | | – | Managing Director, Head of Biotech Equity Research at JP Morgan Securities, where he was involved with issuance of more than $12 billion in biotech/biopharmaceutical company equity or equity linked securities (1998-2003) | | | | | | – | Managing Director, Head of Biotech Equity Research at Salomon Brothers (1997-1998) | | | | | | – | Biotech Equity Research Analyst at Josephthal & Co., where he led fundraising/underwriting groups (1991-1997) | | | | | | Other Public Company Directorships (past five years): | | | | | | | – | Kezar Life Sciences, Inc. (Ticker: KZR), 2016-present | | | | | | – | Satellos Bioscience Inc. (Ticker: MSLE), 2023-present | | | | | | – | Atreca, Inc. (Ticker: BCEL), 2014-2024 | | | | | | – | Essa Pharma, Inc. (Ticker: EPIX), 2015-2025 | | | | | | – | Rain Therapeutics Inc. (Ticker: RAIN), 2020-2024 | | | | | | – | Bellus Health, Inc. (Ticker: BLU), 2010-2023 | | | | | | – | Five Prime Therapeutics, Inc. (Ticker: FPRX), 2014-2021 | | | | | Core Skills | | | | | | | | | | | | | | Life Sciences / Healthcare Industry | Business Development / Strategic Partnerships | Finance & Audit | M&A / Strategic Investments | Senior Executive Role | Corporate Governance |

  30. Information About This Proxy Statement

    | Arthur Kirsch | | | Independent Director | | | | Age: 74 Director Since: 2025 Class: I Committee Memberships – Audit – Nominating and Corporate Governance Education – University of Rhode Island, BA – Bernard M. Baruch College, MBA | Qualifications and Expertise Provided to Our Board | | | | | | | – | Mr. Kirsch brings decades of experience in life science and healthcare finance, particularly M&A advisory and capital raising, demonstrated through his leadership roles in investment banking where he oversaw the execution of significant strategic transactions and numerous public and private financings. | | | | | | – | Mr. Kirsch’s strong transactional background is complemented by his current senior advisory role at Alvarez and Marsal, and his public company directorship experience. His comprehensive skillset equips the Board with valuable perspectives on strategic planning, financing, capital allocation and corporate governance. | | | | | | Professional Experience | | | | | | | – | Senior Advisor at Alvarez and Marsal, tasked with assisting in the buildout of the life science practice within the global consulting firm (2019-present) | | | | | | – | Managing Director/Senior Advisor at GCA Savvian, responsible for healthcare investment banking activities with primary focus on M&A and equity capital markets (2005-2018) | | | | | | – | Managing Director at Vector Securities / Prudential Vector Healthcare, where he oversaw the completion of 73 public and private healthcare financings between 1999-2000 and was a Director of Healthcare research covering over 200 companies (1994-2005) | | | | | | – | CEO of NatWest Markets, where he managed the global securities business and established NatWest Markets in the U.S. as a leading foreign owned full service investment bank (1990-1993) | | | | | | Other Public Company Directorships (past five years): | | | | | | | – | Liquidia Technologies, Inc. (Ticker: LQDA), 2016-present | | | | | | – | Kadmon Holdings, Inc. (Ticker: KFMN), 2019-2021 | | | | | | – | Evommune, Inc. (Ticker: EVMN), 2025-present | | | | | Core Skills | | | | | | | | | | | | | | Life Sciences / Healthcare Industry | Business Development / Strategic Partnerships | Finance & Audit | M&A / Strategic Investments | Senior Executive Role | Corporate Governance |

  31. Information About This Proxy Statement

    | Bruno Lucidi | | | Independent Director | | | | | | Age: 66 Director Since: 2014 Class: II Committee Memberships – Audit – Compensation Education – Saint Romain en Gal, BS – Lyon (France), School of Medicine – Paris School of Business (École Supérieure de Commerce de Paris) – Villejuif Gustave Roussy Institute (France), Oncology – New York (USA), Investment Banking Institute | | Qualifications and Expertise Provided to Our Board | | | | | | | | | – | Mr. Lucidi has specialized experience in areas critical to our company including an extensive background at Bristol-Myers Squibb, Johnson & Johnson, and GSK commercializing antiviral therapeutics and vaccines on a global scale. | | | | | | | | – | Additionally, Mr. Lucidi’s leadership roles in building and advancing biopharmaceutical companies, including as Founder and CEO of AgenTus Therapeutics (now Mink Therapeutics) and CEO of Karolinska Development, provides an invaluable perspective to our Board when shaping our business development and commercialization strategies. | | | | | | | | Professional Experience | | | | | | | | | – | Life Sciences Expert at the Wallonia Trade and Foreign Investment Government Agency in Belgium (2017-2020) | | | | | | | | – | Founder and CEO of AgenTus Therapeutics, a global Cell Therapy company (2017-2019) | | | | | | | | – | CEO of Karolinska Development AB, (Nasdaq Stockholm: KDEV) an investment company investing in and managing a portfolio of Nordic life science companies developing potentially ground-breaking treatments for medical conditions where there is an unmet medical need and substantial commercial potential (2014-2015) | | | | | | | | – | Vice President of Pediatric Vaccines at GSK Biologicals, responsible for worldwide commercial and life cycle strategy of pediatric vaccines with sales above £2 billion, including vaccines for Hepatitis B, Polio, Rotavirus, Measles, Mumps and Rubella (2009-2012) | | | | | | | | – | Worldwide Vice President of Oncology & Virology at Johnson & Johnson, responsible for establishing and managing the virology and the oncology strategic groups, shaping and executing the global strategy from drug discovery to market, overseeing the launch of Velcade, and chairing two therapeutic area committees (2002-2005) | | | | | | | | – | CEO of Idenix Pharmaceuticals (1998-2000) and Chair of Pharmasset (1998-2002) with responsibility for overseeing the launch and buildout of these biopharmaceutical companies focused on the development of novel oral antiviral products | | | | | | | | – | Leadership roles at Bristol-Myers Squibb, including Senior Director, Virology Europe and Director, Oncology Europe overseeing the launches of Videx® (didanosine), Zerit® (stavudine) and Taxol® (paclitaxel) (1994-1998) | | | | | | | | Other Public Company Directorships (past five years): | | | | | | | | | – | None | | | | | | Core Skills | | | | | | | | | | | | | | | | | | Drug Development / Scientific Experience | Life Sciences / Healthcare Industry | | Business Development / Strategic Partnerships | Finance & Audit | M&A / Strategic Investment | Senior Executive Role | Corporate Governance |

  32. Information About This Proxy Statement

    | Polly A. Murphy, DVM, PhD | | | | | Independent Director | | | Age: 61 Director Since: 2020 Class: II Committee Memberships – Nominating and Corporate Governance (Chair) – Strategy and Public Policy Education – Iowa State University, DVM – Iowa State University, PhD – Nova Southeastern University, MBA | Qualifications and Expertise Provided to Our Board | | | | | | | | – | Dr. Murphy provides the Board with a unique and comprehensive perspective, drawing from more than three decades of experience in the life science industry, including experience in each of academia, pharmaceutical and biopharmaceutical companies. | | | | | | | – | Her expertise spans commercial development, strategic planning, R&D, and business development, honed through leadership positions at Pfizer and experience at biopharmaceutical companies. Notably, Dr. Murphy’s success in pipeline development and commercialization at Pfizer underscores her strategic acumen. | | | | | | | Professional Experience | | | | | | | | – | Chief Business Officer at Avadel Pharmaceuticals plc, a biopharmaceutical company, where she directed the company’s strategy, business development and new product planning efforts (2024-2026) | | | | | | | – | Chief Business Officer at UroGen Pharmaceuticals, Inc., tasked with leading commercial development, business development and strategy for in-line and pipeline medicines (2020-2024) | | | | | | | – | Leadership roles at Pfizer, Inc., including: o Head of Oncology Early Commercial Development (2019-2020) o Head of Oncology Global Marketing and Commercial Development (2017-2018) o Head of Strategy and Business Development in China (2013-2017) o From 2008-2013, Dr. Murphy held multiple business development roles with increasing responsibilities, including VP, Worldwide R&D Business Development (2009-2012) | | | | | | | – | SVP, Business and Scientific Services at The Scripps Research Institute, responsible for licensing, commercialization and business development (2005-2008) | | | | | | | Other Public Company Directorships (past five years): | | | | | | | | – | Celcuity, Inc. (Ticker: CELC), 2022-present | | | | | | Core Skills | | | | | | | | | | | | | | | | Drug Development / Scientific Experience | Life Sciences / Healthcare Industry | Business Development / Strategic Partnerships | Finance & Audit | M&A / Strategic Investment | Senior Executive Role | Corporate Governance |

  33. Information About This Proxy Statement

    | Bruce W. Polsky, MD, MACP, FIDSA | | | | Independent Director | | | Age: 72 Director Since: 2014 Class: II Committee Memberships – Compensation – Strategy and Public Policy Education – University of Michigan, BS – Wayne State University School of Medicine, MD | Qualifications and Expertise Provided to Our Board | | | | | | | – | Dr. Polsky’s expertise as a practicing physician board certified in internal medicine and infectious diseases specializing in the treatment of viral and other infectious diseases and as a leading clinical virologist with direct experience in antiviral laboratory and clinical research enables him to bring to our Board current clinical perspectives of both patients and prescribers as well as in depth knowledge of the core science underlying the discovery and development of antiviral therapeutics. | | | | | | – | Dr. Polsky also brings strategic expertise to our Board derived from his experience as Chair of Departments of Medicine at leading academic and medical institutions including at NYU Langone Hospital – Long Island and Mount Sinai St. Luke’s and Mount Sinai Roosevelt Hospitals, as Chief of the Division of Infectious Diseases at St. Luke’s-Roosevelt and as an Associate Dean of the NYU Grossman Long Island School of Medicine. | | | | | | Professional Experience | | | | | | | – | Key leadership roles, including: o Chair, Department of Medicine, NYU Langone Hospital – Long Island (2015-present) o Professor and Chair, Department of Medicine and Associate Dean, NYU Grossman Long Island School of Medicine (2019-present) o Professor of Medicine, Stony Brook University School of Medicine (2017-2019) o Chair, Department of Medicine and Senior Attending Physician, Departments of Medicine and Laboratory Medicine, Mount Sinai St. Luke’s and Mount Sinai Roosevelt Hospitals (2009-2015) o Professor of Medicine and Pathology, Icahn School of Medicine at Mount Sinai (2014-2015) o John H. Keating Sr. Professor of Clinical Medicine, Columbia University College of Physicians and Surgeons (2009- 2013) o Medical Director, Clinical Virology Laboratory, Department of Pathology and Laboratory Medicine, St. Luke’s-Roosevelt Hospital Center (1998-2013) o Chief, Division of Infectious Diseases and Senior Attending, Departments of Medicine and Pathology and Laboratory Medicine, St. Luke’s-Roosevelt Hospital Center (1998-2012) | | | | | | – | Recipient of numerous Honors and Awards, including Master, American College of Physicians, Fellow, Infectious Diseases Society of America and being listed in The Best Doctors of America, New York Magazine’s Top Doctors, and elected into the Super Doctors, New York Hall of Fame | | | | | | Other Public Company Directorships (past five years): | | | | | | | – | None | | | | | Core Skills | | | | | | | | | | | | | | Drug Development / Scientific Experience | Life Sciences / Healthcare Industry | Business Development / Strategic Partnerships | M&A / Strategic Investments | Senior Executive Role | Corporate Governance |

  34. Information About This Proxy Statement

    | Jean-Pierre Sommadossi, PhD | | | | | President, CEO, Chair | | | | Age: 70 Director Since: 2014 Class: I Committee Memberships – None Education – University of Nice (France), Baccalauréat – Faculty of Pharmacy, Marseille, PharmD – Faculty of Pharmacy, Marseille, Advanced Studies Diploma in Pharmacokinetics and Biodisponibility – Faculty of Pharmacy, Marseille, PhD – Post-doctoral Fellow at the National Cancer Institute and Medical College of Virginia | | Qualifications and Expertise Provided to Our Board | | | | | | | | | – | As Founder, CEO, and Chairman, Dr. Sommadossi provides indispensable leadership and unparalleled foundational knowledge of Atea’s strategy and operations, backed by his proven success in previously founding other antiviral drug companies, including Idenix Pharmaceuticals, which he also led as CEO and Chair, and Pharmasset, each of which were later acquired. | | | | | | | | – | Dr. Sommadossi’s deep scientific background as a Professor of Pharmacology at the University of Alabama at Birmingham School of Medicine and the author of more than 155 U.S. issued patents and more than 160 publications in peer reviewed journals further anchors Atea’s scientific direction, providing the Board with expert insight crucial for overseeing research and development strategy and operational execution in the complex field of antiviral therapies. | | | | | | | | Professional Experience | | | | | | | | | – | Founder, CEO and Chairman of the Board of Atea Pharmaceuticals, Inc. (2012-present) | | | | | | | | – | Founder, CEO and Chairman of the Board of Idenix Pharmaceuticals, Inc. (1998-2010), a biopharmaceutical company which focused on the discovery, development and commercialization of antiviral therapeutics | | | | | | | | – | Co-Founder of Pharmasset, Inc. (1998), a biopharmaceutical company which focused on the discovery and development of antiviral therapeutics | | | | | | | | – | Medical/ academic appointments (1982-2000), including: o Tenured Scientist, INSERM (French eq. of NIH) (1982-1985) o Associate Scientist, Comprehensive Cancer Center, University of Alabama (1985-1989) o Associate Professor, Pharmacology, University of Alabama at Birmingham School of Medicine (1985-1989) o Director, AIDS Pharmacology Program, University of Alabama at Birmingham School of Medicine (1989-1992) o Professor, Department of Pharmacology and Senior Scientist, University of Alabama at Birmingham School of Medicine (1992-2000) o Assoc. Director, Center of AIDS Research, University of Alabama at Birmingham School of Medicine (1997-2000) | | | | | | | | Other Public Company Directorships (past five years): | | | | | | | | | – | Kezar Life Sciences, Inc. (Chair) (Ticker: KZR), 2015-2022 | | | | | | | | – | ABG Acquisition Corporation (Ticker: ABGI), 2021-2023 | | | | | | Core Skills | | | | | | | | | | | | | | | | | | Drug Development / Scientific Experience | Life Sciences / Healthcare Industry | | Business Development / Strategic Partnerships | Finance & Audit | M&A / Strategic Investments | Senior Executive Role | Corporate Governance |

  35. Information About This Proxy Statement

    | Corporate Governance |

  36. Director Compensation

    Director Compensation The Company believes that having highly qualified non-employee directors is critical to our success. Non-employee directors represent the interests of our stockholders, and they contribute their experience and wisdom to guide our Company, our strategy and our management. Compensation for our non-employee directors is designed to take into account the work required in both their ongoing oversight and governance role, and their continuous focus on driving long-term performance and stockholder value. The Compensation Committee has the primary responsibility for reviewing non-employee director compensation and evaluating any changes in how we compensate our non-employee directors. The full Board reviews the Compensation Committee’s recommendations and approves the amount and type of non-employee director compensation. The Compensation Committee periodically reviews the compensation we pay our non-employee directors and in connection with this review uses inputs and assessments prepared by our independent compensation consultant to further the Compensation Committee’s understanding of current market levels of compensation being paid for board service and to gauge practices with respect to the forms of director compensation currently in use by other companies. In May 2025, our Compensation Committee, with the assistance of Aon, our independent compensation consultant, performed a comprehensive review of our non-employee director compensation program. The review included a general assessment of director compensation levels and practices, an evaluation of the competitiveness of the Company’s director compensation program from multiple perspectives and an overview of market trends in director compensation. Following this review, the Compensation Committee and our Board determined to maintain for the remainder of 2025 the same non-employee director compensation structure and amounts as were in effect at the time of the review in May 2025. Below is a description of our 2025 non-employee director compensation program.

  37. Director Compensation

    | Compensation Type | Compensation Amount | | Annual Retainer | $45,000 | | Lead Director Fee | $26,000 | | Committee Chair Fees: | | | Audit | $20,000 | | Compensation | $15,000 | | Nominating and Corporate Governance | $10,000 | | Strategy and Public Policy | $20,000 | | Committee Member Fees: | | | Audit | $10,000 | | Compensation | $7,500 | | Nominating and Corporate Governance | $5,000 | | Strategy and Public Policy | $10,000 | | Initial Stock Option Award (upon appointment or election to Board) | an option to purchase 164,800 shares of Common Stock | | Annual Stock Option Award(1) | an option to purchase 41,200 shares of Common Stock | | Annual Restricted Stock Award(1) | a number of restricted stock units equal to 29,600 shares of Common Stock |

  38. Director Compensation

    | (1) Each non-employee director is generally eligible for an annual equity award on the date of the annual meeting of stockholders if the director has served on the Board for at least 6 months as of the date of the annual meeting and will continue to serve on our Board as a director immediately following such annual meeting. |

  39. Director Compensation

    Options granted to our non-employee directors under the non-employee director compensation program have an exercise price equal to the fair market value of our Common Stock on the date of grant, as determined under the applicable equity plan, and expire not later than ten years after the date of grant. The options granted upon a non-employee director’s initial election or appointment vest in 36 substantially equal monthly installments following the date of grant, subject to the non-employee director’s continuous service on the Board through each such vesting date. The options granted annually to non-employee directors vest in 12 equal monthly installments following the date of grant, such that the award will be fully vested on the first anniversary of the date of grant, subject to the non-employee director’s continuous service on the Board through each such vesting date. The RSUs awarded to our non-employee directors vest in a single installment on the earlier of the first anniversary date of grant and the date of our next annual meeting of stockholders after the date of grant, subject to the non-employee director’s continuous service on the Board through such vesting date. All of a non-employee director’s outstanding initial and annual awards vest in full immediately prior to the occurrence of a change in control. Non-employee director cash fees under the non-employee director compensation program are payable in arrears in four equal quarterly installments promptly following the final day of each calendar quarter, provided that the amount of each payment will be prorated for any portion of a quarter that a director is not serving as a non-employee director on our Board. We also reimburse our non-employee directors for reasonable travel and other related expenses incurred in connection with their service on our Board.

  40. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth information concerning the compensation of our non-employee directors in 2025:

  41. 2025 Director Compensation Table

    | | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total | | Name | ($) | ($)(1) | ($)(2) | ($)(3) | ($) | | Jerome Adams, MD, MPH | 70,000 | 96,200 | 90,702 | 110,000 | 366,902 | | Franklin Berger | 96,000 | 96,200 | 90,702 | — | 282,902 | | Howard Berman, PhD (4) | 31,667 | — | 375,447 | — | 407,114 | | Barbara Duncan | 70,000 | 96,200 | 90,702 | — | 256,902 | | Arthur Kirsch (5) | 51,092 | — | 364,241 | — | 415,333 | | Bruno Lucidi | 62,500 | 96,200 | 90,702 | — | 249,402 | | Polly Murphy, DVM, PhD | 65,000 | 96,200 | 90,702 | — | 251,902 | | Bruce Polsky, MD, MACP, FIDSA | 62,500 | 96,200 | 90,702 | — | 249,402 |

  42. 2025 Director Compensation Table

    | (1) The amounts in this column represent the aggregate grant date fair value of RSU awards granted during 2025 computed in accordance with FASB ASC Topic 718 with no estimate for future forfeitures. The amount is calculated based upon the number of shares of Common Stock underlying the RSU award multiplied by $3.25 per share, the closing price of our Common Stock on June 20, 2025, the date of grant. | | (2) The amounts in this column represent the aggregate grant date fair value of the stock option awards granted during 2025 computed in accordance with FASB ASC Topic 718 with no estimate for future forfeitures. For a discussion of the assumptions used in calculating these amounts, see Note 10 of our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. | | (3) Pursuant to the consulting agreement we have with Dr. Adams, in 2025 Dr. Adams received consulting fees in the amount of $110,000 in addition to the $70,000 in fees he earned for his service on the Board. | | (4) Dr. Berman was appointed to the Board effective June 20, 2025. | | (5) Mr. Kirsch was appointed to the Board effective February 20, 2025. |

  43. 2025 Director Compensation Table

    The following table summarizes the equity awards outstanding at December 31, 2025 that were held by each non-employee director serving on our Board during 2025:

  44. 2025 Director Compensation Table

    | Name | Number of Shares Underlying Stock Awards (#) | Number of Shares Underlying Outstanding Stock Options (#) | | Jerome Adams, MD, MPH | 29,600 | 247,084 | | Franklin Berger | 29,600 | 335,692 | | Howard Berman, PhD | — | 164,800 | | Barbara Duncan | 29,600 | 304,439 | | Arthur Kirsch | — | 164,800 | | Bruno Lucidi | 29,600 | 429,439 | | Polly A. Murphy, DVM, PhD | 29,600 | 304,439 | | Bruce Polsky, MD, MACP, FIDSA | 29,600 | 429,439 |

  45. 2025 Director Compensation Table

    | PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  46. 2025 Director Compensation Table

    Our Audit Committee has appointed KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Our Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. KPMG has audited our consolidated financial statements since the fiscal year ended December 31, 2014. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit, tax and non-audit related services. A representative of KPMG is expected to attend the Annual Meeting, have an opportunity to make a statement and be available to respond to appropriate questions from stockholders. Although not required, we are nonetheless seeking stockholder ratification of KPMG’s appointment as our independent registered public accounting firm as a part of our commitment to strong corporate governance. In the event that the appointment of KPMG is not ratified by our stockholders, the Audit Committee will consider this fact when it appoints the independent registered public accounting firm for the fiscal year ending December 31, 2027. Even if the appointment of KPMG is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the interest of the Company. KPMG Fees The following table sets forth the fees billed to us by KPMG, our independent registered public accounting firm, during each of the last two fiscal years for audit and other services:

  47. 2025 Director Compensation Table

    | Fee Category | 2025 | 2024 | | Audit Fees | $688,500 | $643,500 | | Tax Fees | 16,200 | 15,000 | | Total Fees | $704,700 | $658,500 |

  48. 2025 Director Compensation Table

    Audit Fees Audit fees include fees for the audit of our consolidated financial statements and the review of unaudited interim consolidated financial statements included in our quarterly reports on Form 10-Q and assurance services associated with our SEC registration statements. Tax Fees Tax fees consist of fees for tax consulting services relating to the preparation of change of ownership analyses. For the fiscal years ended December 31, 2025 and 2024, KPMG did not provide the Company with audit-related services or other non-audit services.

  49. Process for Setting Executive Compensation

    | ➣ | review our executive compensation philosophy and strategy, | | ➣ | assess the appropriateness of the peer group of companies used as a reference point for compensation, | | ➣ | review the design of the compensation program including an assessment of its risk profile, and | | ➣ | establish the components and levels of each element of total target compensation for our employees, including our NEOs and other senior executive team members. |

  50. Process for Setting Executive Compensation

    While Aon works with management to source market data and to arrive at market matches for new hires and promotions of executive officers, Aon reports directly to the Compensation Committee. Aon consultants attend meetings of the Compensation Committee when requested to do so. The Compensation Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to the determination of independence of a compensation consultant. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee by Aon and the fees paid for those services in relation to the firm’s total revenues. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest, and that Aon is independent. During 2025, Aon did not provide any services to us other than the services described above. Role of Market Data The Compensation Committee uses competitive market analyses from a group of peer companies as one input and reference point for compensation decisions when reviewing our executive compensation levels and practices. The Compensation Committee also uses market data from broader Radford Global Life Sciences Compensation surveys and its own knowledge and judgment in evaluating market data and making compensation decisions. However, survey data is not used to benchmark the amount of total compensation or any specific element of compensation for the NEOs. Our Compensation Committee reviews the companies in our peer group annually, based on the criteria noted below, and makes adjustments as necessary to ensure the peer group continues to properly reflect the market in which we compete for talented executives. In its establishment of a peer group of publicly traded companies in the biopharmaceutical and biotechnology industry, the Compensation Committee, using information and assistance provided by Aon, generally considers several factors and criteria including the following:

  51. Process for Setting Executive Compensation

    More specifically, when evaluating our peer group for 2025 compensation decisions, the Compensation Committee focused on companies with a market capitalization range of 1/4 to 4x the Company’s market capitalization and headcount below 225 employees. Based on these criteria, for the executive compensation review conducted by the Compensation Committee in December 2024 and January 2025 at which 2025 base salaries and target annual performance-based cash incentive levels were determined and equity compensation for our NEOs was awarded, our Compensation Committee analyzed the pay practices of the following peer group approved by the Compensation Committee in October 2024, which we refer to as our 2025 Peer Group:

  52. Process for Setting Executive Compensation

    Changes in the 2025 Peer Group compared to the peer group that we used to establish 2024 compensation for our NEOs and other executives included the removal of: Kura Oncology, Rocket Pharmaceuticals, Inc. and Summit Therapeutics Inc. and due to their respective market capitalization being outside our defined range, as well as Point Biopharma Global Inc. (acquired by Eli Lilly) and VBI Vaccines Inc. (filed for bankruptcy). To ensure an appropriate number of peers for reference, five companies meeting our criteria for the 2025 Peer Group, being 89bio, Inc., Annexion, Inc., Assembly Biosciences, Inc., Gossamer Bio, Inc. and Inozyme Pharma, Inc. were added. Additionally, when considering the establishment of 2025 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2025 Peer Group proxy data with data derived from the Radford 2024 Global Life Science Survey for public biopharmaceutical companies which had a market capitalization between $100 million and $1.2 billion and less than 225 employees. This survey data was used to obtain a general understanding of the compensation practices of companies similar to ours at the time. To arrive at competitive market compensation, Aon blended the survey data with publicly available proxy data where possible. The processes described above, the roles of the Board, Compensation Committee, management and the independent compensation consultant, and the manner in which data were assembled and utilized for establishing 2025 executive compensation were consistent with prior years and remain consistent with the current processes, roles and uses.

  53. Other Polices and Considerations

    Other Polices and Considerations Compensation Recovery Policy (Clawback Policy) Our Board of Directors has adopted a compensation recovery, or clawback, policy in accordance with the Nasdaq listing standards and Exchange Act Rule 10D-1. If we must restate our financial results as reported in a periodic or other report filed with the SEC to correct an accounting error due to material noncompliance with any financial reporting requirement under the U.S. securities laws, our Board must generally recover all incentive compensation, both cash and equity-based, awarded or paid to an executive officer covered by the policy to the extent any such compensation would not have been awarded or paid to such officer based on the restated financial results during the three completed fiscal years preceding the date on which the Company is required to prepare the restatement. This policy was adopted in 2023 after the final rule under the Dodd-Frank Act was promulgated by Nasdaq, and it became effective as of October 2, 2023, when the final rule went into effect. Compensation Risk Assessment Each year, the Compensation Committee reviews our compensation policies and programs to assess whether these policies and programs may encourage our employees and executives to take inappropriate risks. Specifically, the Compensation Committee reviews our current compensation plans, including the mix of fixed and variable compensation, performance metrics, program oversight, measurement and payout timing, discretion and caps on short-term incentives, award size, vesting schedules and other terms of long-term equity incentives as well as other incentive opportunities and their features. After reviewing each of our current compensation plans, the Compensation Committee determined that our compensation program does not create risks that are reasonably likely to have a material adverse effect on our Company as a whole. Rule 10b5-1 Sales Plans Our directors and executive officers, including our NEOs, may adopt written trading plans pursuant to Rule 10b5-1 under the Exchange Act, known as Rule 10b5-1 plans. Under a Rule 10b5-1 plan, a broker executes trades for a director or executive officer under a previously established contract, plan or instruction to trade in the Company’s Common Stock, entered into in good faith and in accordance with the terms of Rule 10b5-1, without further direction from the director or executive officer. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information subject to compliance with the terms of our Insider Trading Compliance Policy. Accounting and Tax Considerations Under FASB ASC Topic 718, we are required to estimate and record an expense for each share-based payment award (including stock options, RSUs and PSUs) over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to FASB ASC Topic 718. Under Section 162(m) of the Code (“Section 162(m)”), compensation that exceeds $1 million per taxable year paid to certain current and former executive officers of a publicly held corporation is generally non-deductible. Although the Compensation Committee considers tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m).

  54. 2025 Summary Compensation Table

    2025 Summary Compensation Table The table below summarizes the total compensation for each of our NEOs for the years presented.

  55. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jean-Pierre Sommadossi, PhD | 2025 | 703,490 | 1,315,800 | 962,368 | 422,094 | — | 3,403,752 | | President, Chief Executive Officer | 2024 | 703,490 | 1,788,800 | 1,372,358 | 337,675 | — | 4,202,323 | | and Chairman of the Board | 2023 | 683,000 | 2,409,452 | 2,474,763 | 358,575 | — | 5,925,790 | | Andrea Corcoran | 2025 | 549,530 | 442,170 | 437,440 | 247,288 | 14,000 | 1,690,428 | | Chief Financial Officer, | 2024 | 533,524 | 601,120 | 612,660 | 170,728 | 13,800 | 1,931,832 | | Executive Vice President, Legal | 2023 | 517,984 | 616,253 | 632,787 | 181,300 | 13,200 | 1,961,524 | | Janet Hammond, MD, PhD | 2025 | 590,892 | 459,000 | 437,440 | 265,902 | 14,000 | 1,767,234 | | Chief Development Officer | 2024 | 573,682 | 675,168 | 689,855 | 206,526 | 13,800 | 2,159,031 | | | 2023 | 556,973 | 650,052 | 667,772 | 219,300 | 13,200 | 2,107,297 | | Maria Arantxa Horga, MD | 2025 | 523,644 | 425,034 | 421,692 | 209,458 | 14,000 | 1,593,827 | | Chief Medical Officer | 2024 | 508,392 | 577,824 | 590,604 | 162,686 | 13,800 | 1,853,306 | | | 2023 | 493,584 | 576,898 | 592,707 | 172,800 | 13,200 | 1,849,189 | | John Vavricka | 2025 | 443,169 | 292,842 | 290,460 | 177,268 | 14,000 | 1,217,738 | | Chief Commercial Officer | 2024 | 430,261 | 398,112 | 406,806 | 137,684 | 13,800 | 1,386,663 | | | 2023 | 417,729 | 463,000 | 475,524 | 146,205 | 13,200 | 1,515,658 |

  56. 2025 Summary Compensation Table

    | (1) The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of the stock awards, consisting solely of PSUs in 2025 and 2024 and solely of RSUs in 2023, and stock options granted during the applicable year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for stock-based compensation transactions, not including any estimates of forfeiture related to service based vesting. For a discussion of assumptions used in calculating the stock option grant date fair value, see Note 10 of our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. In accordance with SEC rules, the aggregate grant date fair value of the RSUs is based upon the closing price of our Common Stock on the grant date. For the PSUs, the aggregate grant date fair values are based upon the expected probable outcome of the performance conditions as of the grant date, which represents the target level of performance. Assuming maximum achievement of the performance conditions, the fair value of the PSUs granted in 2025 as of the grant date was $2,631,600 for Dr. Sommadossi, $884,340 for Ms. Corcoran, $918,000 for Dr. Hammond, $850,068 for Dr. Horga and $585,684 for Mr. Vavricka. The amounts reported reflect our potential accounting expense and do not reflect the actual economic value, if any, that will be realized by the NEOs from these awards. | | (2) Reflects performance-based cash bonuses awarded in recognition of 2025 performance to our NEOs under our performance-based cash compensation program. | | (3) The amounts reported in the All Other Compensation column reflect the amount Atea contributed to the 401(k) plan for the account of the respective NEO. |

  57. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information relating to all grants of plan-based awards made to our NEOs during fiscal 2025 and supplements the information provided above in our Summary Compensation Table. All awards were made under our 2020 Incentive Award Plan.

  58. Grants of Plan-Based Awards in 2025

    | | | Estimated Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Payouts Under Equity Incentive Plan Awards | | | All Other Option Awards: Number of Securities | Exercise or Base Price | Grant Date Fair value of Stock and | | Name | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($)(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | Underlying Options (#)(3) | of Option Awards ($/Sh) | Option Awards ($)(4) | | Jean-Pierre Sommadossi, PhD | | | | | | | | | | | | Annual Performance Bonus | | — | 422,094 | 633,141 | | | | — | — | — | | PSU Award | 1/31/2025 | — | — | — | 215,000 | 430,000 | 860,000 | — | — | 1,315,800 | | Discretionary Stock Option Award | 1/31/2025 | — | — | — | | | | 440,000 | 3.06 | 962,368 | | Andrea Corcoran | | | | | | | | | | | | Annual Performance Bonus | | — | 247,288 | 370,932 | | | | — | — | — | | PSU Award | 1/31/2025 | — | — | — | 72,250 | 144,500 | 289,000 | — | — | 442,170 | | Discretionary Stock Option Award | 1/31/2025 | — | — | — | | | | 200,000 | 3.06 | 437,440 | | Janet Hammond, MD, PhD | | | | | | | | | | | | Annual Performance Bonus | | — | 265,902 | 398,853 | | | | — | — | — | | PSU Award | 1/31/2025 | — | — | — | 75,000 | 150,000 | 300,000 | — | — | 459,000 | | Discretionary Stock Option Award | 1/31/2025 | — | — | — | | | | 200,000 | 3.06 | 437,440 | | Maria Arantxa Horga, MD | | | | | | | | | | | | Annual Performance Bonus | | — | 209,458 | 314,187 | | | | — | — | — | | PSU Award | 1/31/2025 | — | — | — | 69,450 | 138,900 | 277,800 | — | — | 425,034 | | Discretionary Stock Option Award | 1/31/2025 | — | — | — | | | | 192,800 | 3.06 | 421,692 | | John Vavricka | | | | | | | | | | | | Annual Performance Bonus | | — | 177,268 | 265,902 | | | | — | — | — | | PSU Award | 1/31/2025 | — | — | — | 47,850 | 95,700 | 191,400 | — | — | 292,842 | | Discretionary Stock Option Award | 1/31/2025 | — | — | — | | | | 132,800 | 3.06 | 290,460 |

  59. Grants of Plan-Based Awards in 2025

    | (1) Represents the target and maximum amounts payable under our annual performance-based cash compensation program. There is no threshold performance level under the program. The target amount is calculated by multiplying the executive’s target cash incentive award percentage by his or her base salary assuming 100% achievement of the applicable performance goals. There is a maximum payout cap of 150% of the bonus target which assumes all applicable goals are exceeded. Actual payouts made for 2025 are provided in the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table” above. | | (2) Represents the PSUs granted in 2025 which are eligible to vest based upon the achievement of regulatory and commercial milestones over a three-year performance period beginning February 1, 2025 and ending January 31, 2028. The Compensation Committee will determine the actual number of PSUs earned following the end of the performance period and the earned PSUs will vest as to the total award deemed earned on the date of the Compensation Committee’s determination. See “Potential Payments Upon Termination or Change in Control - PSUs” below for a description of the vesting of the PSUs granted to our NEOs in connection with a change in control and upon certain terminations of employment. | | (3) The stock options vest ratably on a monthly basis until the grant is fully vested on the fourth anniversary of the grant date. | | (4) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of stock options and PSUs granted during the year. These amounts reflect our accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts, if any, that the NEOs will actually realize from these awards. The PSUs are shown based upon the probable outcome of the performance condition as of the grant date, which represents the target level of performance. |

  60. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the outstanding equity incentive plan awards for each NEO as of December 31, 2025.

  61. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards (1) | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration | Number of Shares or Units that Have Not Vested | Market Value of Shares or Units that Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares or Units that Have Not Vested | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units that Have Not Vested | | Name | Grant Date | Exercisable(#) | Unexercisable(#) | ($) | Date | (#) | ($)(3) | (#) | ($)(3) | | Jean-Pierre | 1/31/2025 | 100,833 | 339,167 | 3.06 | 1/30/2035 | — | — | — | — | | Sommadossi, PhD | 1/31/2025 | — | — | — | — | — | — | 215,000 (4) | 767,550 | | | 1/31/2024 | 214,666 | 233,334 | 4.16 | 1/30/2034 | — | — | — | — | | | 1/31/2024 | — | — | — | — | — | — | 430,000 (5) | 1,535,100 | | | 1/31/2023 | 531,270 | 197,330 | 4.63 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 173,466 (2) | 619,274 | — | — | | | 1/31/2022 | 370,157 | 7,876 | 7.14 | 1/30/2032 | — | — | — | — | | | 1/31/2022 | — | — | — | — | 99,517 (6) | 355,274 | — | — | | | 1/29/2021 | 640,000 | — | 73.00 | 1/28/2031 | — | — | — | — | | | 8/3/2020 | 100,000 | — | 6.83 | 8/2/2030 | — | — | — | — | | | 12/13/2019 | 200,000 | — | 1.85 | 12/12/2029 | — | — | — | — | | | 12/14/2018 | 200,000 | — | 1.43 | 12/13/2028 | — | — | — | — | | | 12/8/2017 | 385,000 | — | 1.53 | 12/7/2027 | — | — | — | — | | | 12/9/2016 | 300,000 | — | 1.24 | 12/8/2026 | — | — | — | — | | Andrea Corcoran | 1/31/2025 | 45,833 | 154,167 | 3.06 | 1/30/2035 | — | — | — | — | | | 1/31/2025 | — | — | — | — | — | — | 72,250 (4) | 257,933 | | | 1/31/2024 | 95,833 | 104,167 | 4.16 | 1/30/2034 | — | — | — | — | | | 1/31/2024 | — | — | — | — | — | — | 144,500 (5) | 515,865 | | | 1/31/2023 | 135,843 | 50,457 | 4.63 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 44,366 (2) | 158,387 | — | — | | | 1/31/2022 | 177,229 | 3,771 | 7.14 | 1/30/2032 | | | — | — | | | 1/31/2022 | — | — | — | — | 10,500 (6) | 37,485 | — | — | | | 1/29/2021 | 148,850 | — | 73.00 | 1/28/2031 | — | — | — | — | | | 8/3/2020 | 150,000 | — | 6.83 | 8/2/2030 | — | — | — | — | | | 12/13/2019 | 60,000 | — | 1.85 | 12/12/2029 | — | — | — | — | | | 12/14/2018 | 60,000 | — | 1.43 | 12/13/2028 | — | — | — | — | | | 12/8/2017 | 60,000 | — | 1.53 | 12/7/2027 | — | — | — | — | | | 12/9/2016 | 60,000 | — | 1.24 | 12/8/2026 | — | — | — | — | | Janet Hammond, | 1/31/2025 | 45,833 | 154,167 | 3.06 | 1/30/2035 | — | — | — | — | | MD, PhD | 1/31/2025 | — | — | — | — | — | — | 75,000 (4) | 267,750 | | | 1/31/2024 | 107,908 | 117,292 | 4.16 | 1/30/2034 | — | — | — | — | | | 1/31/2024 | — | — | — | — | — | — | 162,300 (5) | 579,411 | | | 1/31/2023 | 143,354 | 53,246 | 4.63 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 46,800 (2) | 167,076 | — | — | | | 1/31/2022 | 186,041 | 3,959 | 7.14 | 1/30/2032 | — | — | — | — | | | 1/31/2022 | — | — | — | — | 11,250 (6) | 40,163 | — | — | | | 1/29/2021 | 160,050 | — | 73.00 | 1/28/2031 | — | — | — | — | | | 8/20/2020 | 650,000 | — | 6.84 | 8/19/2030 | — | — | — | — |

  62. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards (1) | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration | Number of Shares or Units that Have Not Vested | Market Value of Shares or Units that Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares or Units that Have Not Vested | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units that Have Not Vested | | Name | Grant Date | Exercisable(#) | Unexercisable(#) | ($) | Date | (#) | ($)(3) | (#) | ($)(3) | | Maria Arantxa Horga, MD | 1/31/2025 | 44,183 | 148,617 | 3.06 | 1/30/2035 | — | — | — | — | | | 1/31/2025 | — | — | — | — | — | — | 69,450 (4) | 247,937 | | | 1/31/2024 | 92,383 | 100,417 | 4.16 | 1/30/2034 | — | — | — | — | | | 1/31/2024 | — | — | — | — | — | — | 138,900 (5) | 495,873 | | | 1/31/2023 | 127,239 | 47,261 | 4.63 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 41,533 (2) | 148,273 | — | — | | | 1/31/2022 | 166,458 | 3,542 | 7.14 | 1/30/2032 | — | — | — | — | | | 1/31/2022 | — | — | — | — | 9,750 (6) | 34,808 | — | — | | | 1/29/2021 | 145,500 | — | 73.00 | 1/28/2031 | — | — | — | — | | | 8/24/2020 | 350,000 | — | 6.85 | 8/23/2030 | — | — | — | — | | John Vavricka | 1/31/2025 | 30,433 | 102,367 | 3.06 | 1/30/2035 | — | — | — | — | | | 1/31/2025 | — | — | — | — | — | — | 47,850 (4) | 170,825 | | | 1/31/2024 | 63,633 | 69,167 | 4.16 | 1/30/2024 | — | — | — | — | | | 1/31/2024 | — | — | — | — | — | — | 95,700 (5) | 341,649 | | | 1/31/2023 | 102,083 | 37,917 | 4.63 | 1/30/2023 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 33,333 (2) | 118,999 | — | — | | | 1/31/2022 | 132,187 | 2,813 | 7.14 | 1/30/2032 | — | — | — | — | | | 1/31/2022 | — | — | — | — | 8,750 (6) | 31,238 | — | — | | | 1/29/2021 | 117,300 | — | 73.00 | 1/28/2031 | — | — | — | — | | | 8/3/2020 | 160,000 | — | 6.83 | 8/2/2030 | — | — | — | — | | | 12/13/2019 | 30,000 | — | 1.85 | 12/12/2029 | — | — | — | — | | | 12/14/2018 | 200,000 | — | 1.43 | 12/13/2028 | — | — | — | — |

  63. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) The option vests in 48 equal monthly installments beginning on the grant date. | | (2) Represents RSUs that vest in three substantially equal installments on each of the first three anniversaries of the grant date. | | (3) Amounts are calculated by multiplying the number of shares shown in the table by $3.57, the per share closing stock price of our Common Stock on December 31, 2025 (the last trading day of 2025). | | (4) Represents PSUs that become eligible to vest based upon the achievement of regulatory and commercial milestones over a three-year performance period beginning February 1, 2025 and ending January 31, 2028. The earned PSUs will vest as to the total award deemed earned on the date the Compensation Committee determines achievement of the performance goals. | | (5) Represents PSUs that become eligible to vest based upon the achievement of clinical and regulatory milestones over a three-year performance period beginning February 1, 2024 and ending January 31, 2027. The earned PSUs will vest as to the total award deemed earned on the date the Compensation Committee determines achievement of the performance goals. | | (6) Represents PSUs that were earned based upon the achievement of clinical and regulatory milestones over a three-year performance period beginning February 1, 2022 and ending January 31, 2025. The earned PSUs vested in 2025 as to 50% on the date the Compensation Committee determined achievement of the performance goals and the remaining 50% of the earned PSUs vests on the first anniversary of such determination subject to a continued service relationship through the vesting date. |

  64. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information concerning the number of shares of our Common Stock acquired upon the vesting of PSU and RSU awards for each of our NEO during the fiscal year ended December 31, 2025. During 2025, none of our NEOs exercised any stock options.

  65. Option Exercises and Stock Vested

    | | Option Awards Number of Shares Acquired on Exercise | Value Realized on Exercise | Stock Awards Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($)(1) | (#) | ($)(1) | | Jean-Pierre Sommadossi, PhD | — | — | 272,984 | 835,331 | | Andrea Corcoran | — | — | 54,867 | 167,893 | | Janet Hammond, MD, PhD | — | — | 58,050 | 177,633 | | Maria Arantxa Horga, MD | — | — | 51,283 | 156,926 | | John Vavricka | — | — | 42,083 | 128,774 |

  66. Option Exercises and Stock Vested

    | (1) The value realized on vesting is calculated based upon the closing price of our Common Stock on the vesting date multiplied by the number of shares underlying each award vested. |

  67. Pension Benefits Table

    Pension Benefits Table None of our NEOs participated in any defined benefit pension plans in 2025.

  68. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table None of our NEOs participated in any non-qualified deferred compensation plans in 2025.

  69. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In this section, we describe payments that would have been made to our NEOs upon several events of termination, assuming the termination event occurred on December 31, 2025. Regardless of the manner in which an NEO’s service terminates, each NEO is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused paid time off, as applicable. Employment Agreements As described above, we have entered into certain agreements with each of our NEOs that provide for potential payments upon a termination of employment. PSUs The NEOs were granted PSUs during 2024 and 2025 that are eligible to vest based upon the achievement of specific clinical development, regulatory and commercial milestones over a three-year performance period beginning on February 1 of the year of grant. In the event of a change in control during the performance period, a number of PSUs will vest upon such change in control equal to the greater of (i) the target number of PSUs and (ii) the actual number of PSUs that would become eligible to vest based upon the Compensation Committee’s determination of performance as of the change in control (which may include any PSUs that the Compensation Committee determines were reasonably likely to become eligible to vest absent such change in control), in each case, subject to the NEO’s continued service until such change in control. The NEOS were also granted PSUs in 2022. In January 2025, the Compensation Committee determined the level of performance of the 2022 PSUs and 50% of the earned 2022 PSUs vested in 2025 on the date of the performance determination. The remaining 50% of the earned 2022 PSUs vest in 2026 on the 1st anniversary of such performance determination subject to the NEOs continued service until such date. In the event of a change of control prior to such vesting date, the remaining earned 2022 PSUs would vest as of the change of control if the NEO remained in service until such date. In the event Dr. Sommadossi’s employment is terminated by the Company without “cause” or by Dr. Sommadossi for “good reason” (as such terms are defined in his employment agreement described above), during the three months prior to a change in control that occurs during the performance period, and subject to Dr. Sommadossi’s execution and non-revocation of a separation agreement and release with the Company, his PSUs will remain outstanding and eligible to vest in connection with a change in control as described above as if he had remained employed until such change in control (and the PSUs will be forfeited upon such change in control to the extent they do not become vested or upon expiration of such three month period if no change in control occurs).

  70. Potential Payments Upon Termination or Change in Control

    | | No Change in Control | In connection with Change in Control* | | | Resignation for Good Reason OR Involuntary Termination by Company without Cause ($) | Resignation for Good Reason OR Involuntary Termination by Company without Cause ($) | | Jean-Pierre Sommadossi, PhD | | | | Cash Severance (Continuation of Salary) | 1,055,235(a) | 1,406,980(e) | | Prorated Bonus | — | 422,094(f) | | Incremental Bonus | — | 844,188(g) | | Benefit Continuation | 43,256(b) | 58,102(h) | | Acceleration of Vesting of Equity Awards | — | 4,217,728(i) | | Total | 1,098,491 | 6,949,092 | | Andrea Corcoran | | | | Cash Severance (Continuation of Salary) | 549,530(c) | 824,295(a) | | Prorated Bonus | — | 247,288(f) | | Incremental Bonus | — | 370,932(j) | | Benefit Continuation | 13,483(d) | 20,502(b) | | Acceleration of Vesting of Equity Awards | — | 1,306,227(i) | | Total | 563,013 | 2,769,244 | | Janet Hammond, MD, PhD | | | | Cash Severance (Continuation of Salary) | 590,892(c) | 886,338(a) | | Prorated Bonus | — | 265,902(f) | | Incremental Bonus | — | 398,853(j) | | Benefit Continuation | 28,409(d) | 43,256(b) | | Acceleration of Vesting of Equity Awards | — | 1,400,775(i) | | Total | 619,301 | 2,995,124 | | Maria Arantxa Horga, MD | | | | Cash Severance (Continuation of Salary) | 523,644(c) | 785,466(a) | | Prorated Bonus | — | 209,458(f) | | Incremental Bonus | — | 314,187(j) | | Benefit Continuation | 41,947(d) | 63,891(b) | | Acceleration of Vesting of Equity Awards | — | 1,250,621(i) | | Total | 565,591 | 2,623,623 | | John Vavricka | | | | Cash Severance (Continuation of Salary) | 443,169(c) | 664,754(a) | | Prorated Bonus | — | 177,268(f) | | Incremental Bonus | — | 265,902(j) | | Benefit Continuation | 13,918(d) | 21,199(b) | | Acceleration of Vesting of Equity Awards | — | 885,741(i) | | Total | 457,087 | 2,014,864 |

  71. Potential Payments Upon Termination or Change in Control

    | * Dr. Sommadossi is entitled to these enhanced benefits if he experiences a qualifying termination within three months prior to, upon or within 12 months after a Change in Control. All other NEOS are entitled to these enhanced benefits if they experience a qualifying termination upon or within 12 months after a Change in Control. | | (a) Represents 18 months of 2025 base salary continuation. | | (b) Represents the cost of continued medical, dental and vision insurance benefits for 18 months following termination. | | (c) Represents 12 months of 2025 base salary continuation. | | (d) Represents the Company paid portion of the premiums for continued medical, dental and vision insurance benefits for 12 months following termination. | | (e) Represents 24 months of 2025 base salary continuation. | | (f) Represents target bonus payable for 2025. | | (g) Represents 2x the target bonus payable for 2025. | | (h) Represents the Company paid portion of premiums for continued medical, dental and vision insurance benefits for 24 months following termination. | | (i) Represents the acceleration of vesting of the PSUs at the target performance level and the RSUs as of December 31, 2025 assuming a change of control on such date. While unvested stock options would accelerate upon a change of control, the amount reported does not include any value attributable to such vesting as all unvested stock options had an exercise price above $3.57, the closing price of the Common Stock on December 31, 2025. | | (j) Represents 1.5x the target bonus payable for 2025. |

  72. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. We did not use any financial performance measure to link “Compensation Actually Paid” to our NEOs to our Company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a Company-Selected Measure in the table below nor a Tabular List of our most important financial metrics. Despite being a smaller reporting company under SEC rules, we voluntarily provide supplementary pay versus performance disclosure for five fiscal years to enhance transparency of our compensation structure. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For additional discussion of how executive compensation is linked to Company performance, please see the section labeled “Named Executive Officer Compensation Overview” in this Proxy Statement.

  73. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1, 2, 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | 2025 | 3,403,752 | 3,602,523 | 1,567,307 | 1,637,215 | 8.54 | 124.75 | (158) | | 2024 | 4,202,323 | 4,303,599 | 1,832,708 | 1,682,859 | 8.02 | 93.49 | (168) | | 2023 | 5,925,790 | 3,404,758 | 1,859,249 | 1,040,141 | 7.30 | 94.03 | (136) | | 2022 | 5,878,026 | 705,198 | 1,860,101 | 387,388 | 11.51 | 89.90 | (116) | | 2021 | 34,104,892 | (1,459,864) | 8,024,996 | (7,212,212) | 21.40 | 100.02 | 121 |

  74. Pay Versus Performance

    1. Jean-Pierre Sommadossi was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  75. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Andrea Corcoran | Andrea Corcoran | Andrea Corcoran | Andrea Corcoran | Andrea Corcoran | | Janet Hammond, MD, PhD | Janet Hammond, MD, PhD | Janet Hammond, MD, PhD | Janet Hammond, MD, PhD | Janet Hammond, MD, PhD | | Maria Arantxa Horga, MD | Maria Arantxa Horga, MD | Maria Arantxa Horga, MD | Maria Arantxa Horga, MD | Maria Arantxa Horga, MD | | John Vavricka | John Vavricka | Wayne Foster | John Vavricka | John Vavricka |

  76. Pay Versus Performance

    2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  77. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 3,403,752 | (2,278,168) | 2,476,939 | 3,602,523 |

  78. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,567,307 | (801,520) | 871,428 | 1,637,215 |

  79. Pay Versus Performance

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

  80. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 2,388,299 | 85,459 | 214,939 | (211,758) | 2,476,939 |

  81. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 823,973 | 18,850 | 88,614 | (60,009) | 871,428 |

  82. Pay Versus Performance

    4. The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the cumulative TSR for the Company over the five most recently completed fiscal years, and the NASDAQ Biotechnology Index TSR over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  83. Certain Information relating to our Directors and Officers

    Certain Information relating to our Directors and Officers Certain information contained in this Proxy Statement relating to the occupations and security holdings of our directors and officers is based upon information received from the individual directors and officers.