DEF 14A of Revolution Medicines, Inc.
Filed Apr 27, 2026 · FY20250001193125-26-182453
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a staggered, three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred or until such director’s successor is elected and qualified. The Board currently consists of nine seated directors, divided into the following three classes:
ELECTION OF DIRECTORS
| • | Class I directors: Elizabeth McKee Anderson, Flavia Borellini, Ph.D. and Lorence Kim, M.D., whose current terms will expire at the annual meeting of stockholders to be held in 2027; |
ELECTION OF DIRECTORS
| • | Class II directors: Frank K. Clyburn, Jr., Sandra J. Horning, M.D., Sushil Patel, Ph.D. and Thilo Schroeder, Ph.D., whose current terms will expire at the annual meeting of stockholders to be held in 2028; |
ELECTION OF DIRECTORS
| • | Class III directors: Alexis Borisy and Mark A. Goldsmith, M.D., Ph.D., whose current terms will expire at the Annual Meeting. |
ELECTION OF DIRECTORS
At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders. Alexis Borisy and Mark A. Goldsmith, M.D., Ph.D. have each been nominated to serve as Class III directors and have agreed to stand for election. If elected, each of Mr. Borisy and Dr. Goldsmith will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders or until their respective successor is elected and has been qualified, or until such director’s earlier death, resignation, disqualification, retirement or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Mr. Borisy and Dr. Goldsmith have agreed to serve if elected, and management has no reason to believe that they will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting. FOR THE ELECTION OF EACH NAMED NOMINEE. The following table sets forth, for the directors standing for election and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of March 31, 2026 and position/office held with the Company:
ELECTION OF DIRECTORS
| Name | Age | Position/Office Held With the Company | Director Since | | Class III Directors whose terms expire at the Annual Meeting | | | | | Alexis Borisy(2), (3) | 54 | Director | 2014 | | Mark A. Goldsmith, M.D., Ph.D. | 64 | President, Chief Executive Officer and Chair of the Board | 2014 | | Class I Directors whose terms expire at the 2027 annual meeting of stockholders | | | | | Elizabeth McKee Anderson(2), (5) | 68 | Director | 2015 | | Flavia Borellini, Ph.D.(2), (4) | 66 | Director | 2021 | | Lorence Kim, M.D.(1), (3) | 52 | Director | 2022 | | Class II Directors whose terms expire at the 2028 annual meeting of stockholders | | | | | Frank K. Clyburn, Jr.(2), (3), (5) | 61 | Director | 2024 | | Sandra J. Horning, M.D.(4) | 77 | Director | 2023 | | Sushil Patel, Ph.D.(1), (5) | 55 | Director | 2022 | | Thilo Schroeder, Ph.D.(1) | 45 | Director | 2018 |
ELECTION OF DIRECTORS
| (1) Audit Committee |
ELECTION OF DIRECTORS
| (2) Compensation Committee |
ELECTION OF DIRECTORS
| (3) Nominating and Corporate Governance Committee |
ELECTION OF DIRECTORS
| (4) Research and Development Committee |
ELECTION OF DIRECTORS
| (5) Commercialization Committee |
ELECTION OF DIRECTORS
Set forth below is biographical information for each of the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.
Directors Continuing in Office Until the Annual Meeting
Directors Continuing in Office Until the Annual Meeting Alexis Borisy has served on our Board of Directors since November 2014. In 2022, Mr. Borisy co-founded and became the operating chairman of Curie.Bio, a new model for venture in biotech, and co-founded IDRx, Inc., a biopharmaceutical company, which was acquired by GSK plc in February 2025. Mr. Borisy also became a director of Nextech Invest, a Swiss-based venture capital firm, in 2022, and currently serves as the Chairman of Nextech’s board of directors. Mr. Borisy previously served as the Executive Chairman of the board of directors of EQRx, Inc. from September 2021 until its acquisition by Revolution Medicines in November 2023, and as the Chairman and Chief Executive Officer of EQRx from August 2019 to August 2021. From 2010 to June 2019, Mr. Borisy was a Partner at Third Rock Ventures, a venture capital firm. Mr. Borisy co-founded Blueprint Medicines Corporation (Nasdaq: BPMC), a biopharmaceutical company, and served as its Interim Chief Executive Officer from 2013 to 2014 and has served as a member of its board of directors since 2011. Mr. Borisy has also served as a member of the boards of directors of the biotechnology companies Relay Therapeutics, Inc. (Nasdaq: RLAY) and Tango Therapeutics, Inc. (Nasdaq: TNGX) since April 2015 and March 2017, respectively. Mr. Borisy previously served as a member of the boards of directors of OPKO Health, Inc. (Nasdaq: OPK), a biopharmaceutical company, from May 2022 to March 2024, and Magenta Therapeutics, Inc., a publicly traded biotechnology company prior to its acquisition by Dianthus Therapeutics, Inc., from June 2015 to June 2022. Mr. Borisy co-founded Foundation Medicine, Inc., a biotechnology company, where he served as its Interim Chief Executive Officer from 2009 to 2011. Mr. Borisy received an A.B. in Chemistry from the University of Chicago and an A.M. in Chemistry and Chemical Biology from Harvard University. We believe Mr. Borisy’s extensive experience as an executive of, and working with and serving on the board of directors of, multiple biopharmaceutical and life sciences companies, his educational background and his experience working in the venture capital industry provide him with the qualifications and skills necessary to serve as a member of our Board of Directors. Mark A. Goldsmith, M.D., Ph.D. has served on our Board of Directors and as our Chief Executive Officer and President since November 2014, and was appointed as Chair of the Board in 2020. From 2009 to July 2021, Dr. Goldsmith served on the board of directors of Constellation Pharmaceuticals, Inc., a publicly traded biopharmaceutical company prior to its acquisition by MorphoSys AG, where he also served as President and Chief Executive Officer from 2009 to 2012, as Chairman from 2012 to June 2016 and from March 2017 to July 2021, and as Interim Executive Chairman from June 2016 to March 2017. Dr. Goldsmith was previously a Partner with Third Rock Ventures, a life science venture capital firm, from 2013 to 2015, and a Venture Partner with Third Rock Ventures from 2012 to 2013. Dr. Goldsmith served as President and Chief Executive Officer and on the board of directors of Global Blood Therapeutics, a biopharmaceutical company, from 2012 to 2014. Dr. Goldsmith also served as President and Chief Executive Officer of Nurix Therapeutics, Inc. (formerly Nurix Inc.), a drug discovery company, from 2012 to 2014, and on its board of directors from 2012 to 2016. Dr. Goldsmith has served on the board of directors of Nura Bio Inc. since February 2018. Before entering the private sector, Dr. Goldsmith led a medical research laboratory at the Gladstone Institute of Virology, practiced medicine on the faculty of the School of Medicine of the University of California, San Francisco and the San Francisco General Hospital, and was a consultant to leading pharmaceutical and biotechnology companies. Dr. Goldsmith received an A.B. in Biology from Princeton University and an M.D. and Ph.D. in Microbiology and Immunology from the School of Medicine of the University of California, San Francisco. We believe that Dr. Goldsmith’s role as our Chair of the Board, Chief Executive Officer and President together with his extensive experience as an executive and director of several companies in the biopharmaceutical and biotechnology industry, his extensive knowledge of our company, his experience as a venture capital investor in the life sciences industry and his educational background provide him with the qualifications and skills necessary to serve as a member of our Board of Directors.
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Elizabeth McKee Anderson has served on our Board of Directors since March 2015. Ms. Anderson has served on the board of directors of GSK plc (NYSE: GSK), a pharmaceutical company, since September 2022. Ms. Anderson has served on the board of directors of BioMarin Pharmaceutical Inc. (Nasdaq: BMRN), a biotechnology company, since July 2019. Since November 2018, Ms. Anderson has served on the board of directors of Insmed Incorporated (Nasdaq: INSM), a biopharmaceutical company. Ms. Anderson previously served in various roles at Janssen Pharmaceuticals, Inc., a Johnson & Johnson company focusing on pharmaceuticals, from 2003 to 2014, most recently as Worldwide Vice President, Commercial Leader, Infectious Diseases and Vaccines, from 2012 to 2014 and Worldwide Vice President, Global Strategic Marketing and Market Access, Vaccines from 2010 to 2012 and as Worldwide Vice President, Biotechnology, Immunology and Oncology, Global Strategic Marketing from 2006 to 2010. Prior to that, Ms. Anderson served as Vice President and General Manager for Wyeth Lederle Vaccines, a division of Wyeth, a pharmaceutical company. Ms. Anderson received a B.Eng. in Engineering and Technical Management from Rutgers, The State University of New Jersey-New Brunswick and an M.B.A. in Finance from Loyola University Maryland. We believe that Ms. Anderson’s extensive experience in biotechnology and pharmaceutical companies and in serving on the boards of directors of biopharmaceutical and life sciences companies provides her with the qualifications and skills necessary to serve as a member of our Board of Directors. Flavia Borellini, Ph.D. has served on our Board of Directors since June 2021. Dr. Borellini served on the board of directors of Viracta Therapeutics (Nasdaq: VIRX), a biotechnology company, from August 2021 to February 2025. Dr. Borellini served as the Global Franchise Head, Hematology at AstraZeneca PLC, a pharmaceutical company, from September 2018 to January 2020. Dr. Borellini previously served as the Chief Executive Officer of Acerta Pharma LLC, a biotechnology company, from February 2016 to February 2019. Dr. Borellini has also led the global development, approval and launch of several oncology drugs, including a first-in-class EGFR T790M inhibitor (osimertinib, AstraZeneca) and a first-in-class BRAF inhibitor (vemurafenib, Roche), and served as the program leader for a HER2 positive metastatic breast cancer inhibitor (trastuzumab) and an EGFR tyrosine kinase inhibitor (erlotinib) at Genentech, Inc. Dr. Borellini also previously held a Research Assistant Professor position at Georgetown University. Dr. Borellini received a Ph.D. in Pharmaceutical Chemistry from the University of Modena in Italy and completed her post-doctoral training at the National Cancer Institute. We believe that Dr. Borellini’s extensive experience in the biotechnology and biopharmaceutical industries and her service as a director for other biotechnology companies provides her with the qualifications and skills necessary to serve as a member of our Board of Directors. Lorence Kim, M.D. has served on our Board of Directors since July 2022. He is the co-founder of Ascenta Capital Management, LLC where he has served as a managing partner since January 2023. Prior to Ascenta Capital, he was a Venture Partner at Third Rock Ventures, a venture capital firm, from September 2020 to December 2022. Prior to joining Third Rock Ventures, Dr. Kim served as Chief Financial Officer of Moderna, Inc. (Nasdaq: MRNA), a biotechnology company, from April 2014 to June 2020. From July 2000 to April 2014, Dr. Kim held a number of positions at Goldman, Sachs & Co., an investment bank, most recently as a Managing Director and co-head of biotechnology investment banking. Dr. Kim serves on the board of directors of Cencora, Inc. (NYSE: COR), a global pharmaceutical solutions company. Dr. Kim previously served on the boards of directors of Seres Therapeutics, Inc. (Nasdaq: MCRB), a biotechnology company, and Cowen Inc., a publicly traded investment bank prior to its acquisition by TD Bank Group. He also serves on the board of governors of the American Red Cross. Dr. Kim received an A.B. in Biochemical Sciences from Harvard University, an M.D. from the University of Pennsylvania School of Medicine and an M.B.A. Healthcare Management from the Wharton School of the University of Pennsylvania. We believe that Dr. Kim’s experience as an officer and director of other biotechnology companies and his financial and capital markets experience provide him with the qualifications and skills necessary to serve as a member of our Board of Directors.
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Frank K. Clyburn, Jr. has served on our Board of Directors since August 2024. Mr. Clyburn served as the Chief Executive Officer and on the board of directors of International Flavors & Fragrances Inc. (NYSE: IFF), a food ingredients, beverage, scent, healthcare and biosciences company, from February 2022 to February 2024. Prior to joining IFF, Mr. Clyburn served as Executive Vice President and Division President of Human Health at Merck & Co., Inc. from March 2021 to January 2022. Before that, Mr. Clyburn held various leadership positions at Merck from November 2009 to January 2022 and was responsible for building Merck’s oncology business unit and leading its Keytruda franchise from its inception. Previously, Mr. Clyburn served as Vice President & Head of U.S. Internal Medicine and Oncology Business at Sanofi Aventis, a pharmaceutical company, and held various management positions of increasing responsibility within the company from 1994 to 2008. From 1987 to 1994, Mr. Clyburn held various sales positions at Marion Laboratories. Mr. Clyburn serves on the board of directors of Cencora, Inc. (NYSE:COR), a global pharmaceutical solutions company, and Kailera Therapeutics, Inc. (Nasdaq: KLRA), a biotechnology company. Mr. Clyburn previously served on the board of directors of DuPont de Nemours, Inc., a multi-industry specialty solutions company, from June 2019 to January 2022. Mr. Clyburn received an M.B.A. from Arizona State University and a B.A. from Franklin & Marshall College. We believe Mr. Clyburn’s extensive experience as an officer and director of other biosciences and pharmaceutical companies provides him with the qualifications and skills necessary to serve as a member of our Board of Directors. Sandra J. Horning, M.D. has served on our Board of Directors since November 2023. Dr. Horning was a co-founder of EQRx, Inc., a biotechnology company, and an advisor and director of EQRx from August 2019 until its acquisition by Revolution Medicines in November 2023. Prior to her tenure at EQRx, she was the Chief Medical Officer and Global Head of Product Development of Roche/Genentech, a pharmaceutical and biotechnology company, from 2014 until her retirement in 2019. Before joining Roche/Genentech, Dr. Horning spent 25 years as a practicing oncologist and investigator and tenured Professor at Stanford University School of Medicine, where she remains a Professor of Medicine Emerita. She has held multiple leadership positions, including as the President of the American Society of Clinical Oncology (ASCO). From 2015 to 2018, Dr. Horning served on the board of directors of Foundation Medicine, Inc., a biotechnology company. She has served as a member of the boards of directors of Olema Pharmaceuticals, Inc. (Nasdaq: OLMA), a biopharmaceutical company, since November 2020; Moderna, Inc. (Nasdaq: MRNA), a pharmaceutical and biotechnology company, since March 2020, and Gilead Sciences, Inc. (Nasdaq: GILD), a biopharmaceutical company, since January 2020. Dr. Horning received an M.D. from the University of Iowa School of Medicine and completed her internal medicine training at the University of Rochester and a fellowship in oncology at Stanford University. We believe that Dr. Horning’s extensive experience in the biotechnology and pharmaceutical industries and her service as a director for other biotechnology, biopharmaceutical and pharmaceutical companies provides her with the qualifications and skills necessary to serve as a member of our Board of Directors. Sushil Patel, Ph.D. has served on our Board of Directors since June 2022. Dr. Patel has served as Chief Executive Officer of Replimune Group, Inc. (Nasdaq: REPL), a biotechnology company, since April 2024 and previously served as its Chief Strategy Officer from January 2023 to March 2024 and its Chief Commercial Officer from May 2021 to January 2023. Prior to joining Replimune, Dr. Patel served as VP, Franchise Head for Lung, Skin, Tumor Agnostic, and Rare Cancers at Genentech, Inc. from April 2018 to May 2021, and previously held various positions of increasing responsibility at Genentech, Inc. from 2002 to April 2018, including global launch lead and lifecycle leader for Tecentriq® in lung cancer. From 1999 to 2002, he was Senior Consultant at Front Line Strategic Management Consulting. Prior to this, Dr. Patel served as a Senior Research Executive at IMS Health in the Pharma Strategy Group from 1996 to 1999 and Clinical Research Scientist at the Central Public Health Laboratory from 1993 to 1996. He obtained a Ph.D. in Molecular Biology from the University of London in 1999, an M.S. in Biotechnology from the Imperial College London in 1993 and a B.S. in Microbiology and Microbial Technology from the University of Warwick in 1992. We believe that Dr. Patel’s experience as an officer of other biotechnology companies and his educational background provide him with the qualifications and skills necessary to serve as a member of our Board of Directors. Thilo Schroeder, Ph.D. has served on our Board of Directors since March 2018. Since 2012, Dr. Schroeder has been a Managing Partner at Nextech Invest Ltd., a venture capital fund focused on investing in oncology companies. Dr. Schroeder previously served on the boards of directors of PMV Pharmaceuticals, Inc. (Nasdaq: PMVP), a precision medicine oncology company, IDEAYA Biosciences, Inc. (Nasdaq: IDYA), an oncology-focused biotechnology company and Silverback Therapeutics, Inc., a publicly traded biopharmaceutical company, prior to its acquisition by ARS Pharmaceuticals, Inc. Prior to joining Nextech in 2012, Dr. Schroeder worked in research specializing on the development of Designed Ankyrin Repeat Proteins (DARPins) as specific protein inhibitors from 2007 to 2012. Dr. Schroeder received a B.S. in Biology from the Technical University of Darmstadt in Germany, an M.S. in Biotechnology from the École Supérieure de-Biotechnologie de Strasbourg in France, and a Ph.D. in Biochemistry from the University of Zurich in Switzerland. We believe that Dr. Schroeder’s educational background and research experience, his experience as a board member of biotechnology and pharmaceutical companies, and his experience as an investor in life sciences companies provide him with the qualifications and skills necessary to serve as a member of our Board of Directors.
Board Committees
| • | reviews and makes recommendations to our Board with respect to the compensation of our non-employee directors; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We do not provide directors who are also our employees, including Dr. Goldsmith, any additional compensation for their service as directors. In addition, Dr. Schroeder does not receive any compensation for his service on our Board of Directors. We maintain a compensation program for our non-employee directors (the “Director Compensation Program”). As in effect for 2025, the Director Compensation Program, provided for the following:
DIRECTOR COMPENSATION
| • | Each non-employee director received an annual cash retainer in the amount of $50,000. |
DIRECTOR COMPENSATION
| • | The lead independent director received an additional annual cash retainer in the amount of $30,000, and a non-executive chair, if appointed, would have received an additional annual cash retainer in the amount of $30,000. |
DIRECTOR COMPENSATION
| • | The chair of the Audit Committee received additional annual cash compensation in the amount of $20,000 for such chair’s service on the Audit Committee. Each non-chair member of the Audit Committee received additional annual cash compensation in the amount of $10,000 for such member’s service on the Audit Committee. |
DIRECTOR COMPENSATION
| • | The chair of the Compensation Committee received additional annual cash compensation in the amount of $18,000 for such chair’s service on the Compensation Committee. Each non-chair member of the Compensation Committee received additional annual cash compensation in the amount of $9,000 for such member’s service on the Compensation Committee. |
DIRECTOR COMPENSATION
| • | The chair of the Nominating and Corporate Governance Committee received additional annual cash compensation in the amount of $10,000 for such chair’s service on the Nominating and Corporate Governance Committee. Each non-chair member of the Nominating and Corporate Governance Committee received additional annual cash compensation in the amount of $5,000 for such member’s service on the Nominating and Corporate Governance Committee. |
DIRECTOR COMPENSATION
| • | The chair of the Research and Development Committee received additional annual cash compensation in the amount of $15,000 for such chair’s service on the Research and Development Committee. Each non-chair member of the Research and Development Committee received additional annual cash compensation in the amount of $7,500 for such member’s service on the Research and Development Committee. |
DIRECTOR COMPENSATION
| • | Following the formation of the Commercialization Committee: (i) the chair of the Commercialization Committee received additional annual cash compensation in the amount of $15,000 for such chair’s service on the Commercialization Committee and (ii) each non-chair member of the Commercialization Committee received additional annual cash compensation in the amount of $7,500 for such member’s service on the Commercialization Committee. |
DIRECTOR COMPENSATION
Under the Director Compensation Program, each non-employee director was automatically granted an option and a restricted stock unit (“RSU”) award upon the director’s initial appointment or election to our Board of Directors (the “Initial Grant”), and each non-employee director who had been serving on our Board of Directors prior to April 1 of the calendar year in which an annual meeting of stockholders occurred was automatically granted an option and an RSU grant on the date of the annual meeting of stockholders (the “Annual Grant”); provided that the Annual Grant to any director who had joined the Board after the previous annual meeting of stockholders would have been pro-rated. The Initial Grant was comprised of an equity award covering the number of shares of our common stock for the award to have an aggregate grant date fair value of $834,000 (valued based on the average closing price of the Company’s common stock for the 30 trading days preceding the grant date). 70% of this value was allocated to an Option to purchase our common stock (the “Initial Option”) and 30% of this value was allocated to restricted stock units under the Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Initial RSUs”). The Initial Option vests in substantially equal monthly installments for three years from the date of appointment, and the Initial RSUs vest in substantially equal quarterly installments over a three-year period beginning on the first specified quarterly vesting date following the grant date, in each case, subject to continued service through the applicable vesting date. The Annual Grant was comprised of an equity award covering the number of shares of our common stock for the award to have an aggregate grant date fair value of $417,000 (valued based on the average closing price of the Company’s common stock for the 30 trading days preceding the grant date). 70% of this value was allocated to an Option to purchase Common (the “Annual Option”) and 30% of this value was allocated to restricted stock units under the Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Annual RSUs”). The Annual Option vests on the earlier of (i) the first anniversary of the date of grant or (ii) immediately prior to the next annual meeting of stockholders, subject to continued service through the applicable vesting date. The Annual RSUs vest on the earlier of (i) the first anniversary of the first specified quarterly vesting date following the annual meeting of stockholders or (ii) immediately prior to the next annual meeting of stockholders, subject to continued service through the applicable vesting date. For purposes of the Director Compensation Program, the specified quarterly vesting dates are March 15, June 15, September 15 or December 15. The Director Compensation Program is subject to all the terms of our 2020 Incentive Award Plan (the “2020 Plan”) and accordingly, the sum of the grant date fair value of all equity-based awards and the maximum amount that may become payable pursuant to all cash-based awards granted to an individual for services as a non-employee director under the 2020 Plan during any calendar year may not exceed $1,000,000. In March 2026, we amended the Director Compensation Program, effective as of the Annual Meeting, to (i) increase the annual cash retainer for the chair of the Audit Committee to $25,000; (ii) increase the annual cash retainer for non-chair members of the Audit Committee to $12,500; (iii) increase the annual cash retainer for the chair of each of the Compensation Committee, Research and Development Committee and Commercialization Committee to $20,000; (iv) increase the annual cash retainer for non-chair members of each of those committees to $10,000; (v) modify the value of the Annual Grant to $450,000 and Initial Grant to $900,000 with 60% of the value allocated to options and 40% of the value allocated to RSUs; and (vi) revise vesting of the Initial RSU Grant to annual vesting over three years beginning on the first specified quarterly vesting date following the grant date, in each case, subject to continued service through the applicable vesting date.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to non-employee directors during 2025.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | Total ($) | | Elizabeth McKee Anderson | 69,610 | 117,762 | 274,248 | 461,620 | | Flavia Borellini, Ph.D. | 69,214 | 117,762 | 274,248 | 461,225 | | Alexis Borisy | 89,214 | 117,762 | 274,248 | 481,225 | | Frank K. Clyburn, Jr. | 69,391 | 105,169 | 244,937 | 419,497 | | Sandra J. Horning, M.D. | 53,819 | 117,762 | 274,248 | 445,829 | | Lorence Kim, M.D. | 76,319 | 117,762 | 274,248 | 468,329 | | Sushil Patel, Ph.D. | 63,819 | 117,762 | 274,248 | 455,829 | | Thilo Schroeder, Ph.D.(1) | — | — | — | — | | Barbara Weber, M.D.(4) | 42,335 | — | — | 42,335 |
2025 Director Compensation Table
| (1) Dr. Schroeder has waived compensation for service on our Board. |
2025 Director Compensation Table
| (2) Amounts reported represent the aggregate grant date fair value of restricted stock unit and option awards granted to our non-employee directors during 2025, computed in accordance with ASC Topic 718. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for details as to the assumptions used to determine the grant date fair value of the awards. |
2025 Director Compensation Table
| (3) As of December 31, 2025, Dr. Weber and our non-employee directors held the following outstanding options and restricted stock units: |
2025 Director Compensation Table
| Name | Shares Underlying Options Outstanding at Fiscal Year End | Restricted Stock Units Outstanding at Fiscal Year End | | Elizabeth McKee Anderson | 114,397 | 3,142 | | Flavia Borellini, Ph.D. | 89,647 | 3,142 | | Alexis Borisy | 156,249 | 3,142 | | Frank K. Clyburn, Jr. | 36,877 | 6,850 | | Lorence Kim, M.D. | 82,729 | 3,142 | | Sushil Patel, Ph.D. | 73,419 | 3,142 | | Sandra J. Horning, M.D. | 58,622 | 6,642 | | Thilo Schroeder, Ph.D. | — | — | | Barbara Weber, M.D. | 97,614 | — |
2025 Director Compensation Table
| (4) Dr. Weber resigned from the Board in June 2025. Amounts reported in this table reflect prorated cash retainers earned for service through the effective date of her resignation. |
Compensation Philosophy and Objectives
| • | deliver competitive total compensation packages to our executive officers to further our long-term strategic plan and mission; and |
Compensation Philosophy and Objectives
| • | link executive compensation with our short-term and long-term corporate goals and effectively align our executive officers’ interests with those of our stockholders. |
Role of our Compensation Consultant
Role of our Compensation Consultant In 2025, our Compensation Committee retained Compensia as its independent compensation consultant to assist in determining the compensation of our executive officers and the non-employee members of our Board, as well as to assist in the review of certain proxy statement disclosures. Compensia reviewed and advised on the Company’s executive compensation and compensation peer group, and conducted a robust assessment of competitive market pay levels and trends. Our Compensation Committee annually evaluates Compensia’s independence and performance under the applicable SEC rules and the listing standards of Nasdaq, and has concluded that the work performed by Compensia does not raise any conflict of interest under these standards.
Use of Market Data and Peer Group Analysis
Use of Market Data and Peer Group Analysis When reviewing and considering our executive compensation program, our Compensation Committee believes it is important to be informed of the current compensation practices of comparable companies to assist in understanding the demand and competitiveness for attracting and retaining qualified executive officers. Our Compensation Committee, with input from Compensia, develops and maintains a group of peer companies to serve as the basis for this comparison. When robust peer group data is not available, the Compensation Committee may also consider data from surveys of a broader group of biotechnology and life sciences companies of a size and stage that are comparable to us. Our Compensation Committee reviews our compensation peer group at least annually for suitability and updates the peer group as needed. Our Compensation Committee uses this peer group data as one reference point in its decision-making, along with multiple other factors, such as the importance of an individual’s work to achieving our corporate objectives, an individual’s experience, qualifications, skills and performance, the scope of his or her role and responsibilities, internal equity considerations, retention objections and stockholders’ perspectives. With assistance from Compensia, our Compensation Committee reviews the compensation practices of our peers to assess the competitiveness of the compensation elements and overall compensation packages for our NEOs. Peer group compensation information is used by our Compensation Committee primarily as a reference to ascertain competitive total compensation levels (including base salary, annual cash incentive opportunities, equity awards, and certain employee benefits) with comparable entities. Other considerations in determining competitive positioning include peer performance, competitive market factors, our performance and individual executive officer contributions and responsibilities. The key qualitative and quantitative considerations that influenced the development of the 2025 compensation peer group were:
Use of Market Data and Peer Group Analysis
| • | Industry: publicly traded biotechnology and pharmaceutical companies with clinical trials in Phases I, I/II, II and/or III, with products that are pending regulatory approval or with approved products but that had less than $1.0 billion in annual revenue during the trailing 4 quarters |
Use of Market Data and Peer Group Analysis
| • | Market Capitalization: companies with a market capitalization between 0.25 and 4.0 times our approximate market capitalization at the time our peer group was developed (approximately $1.8 billion and $28.8 billion) |
Use of Market Data and Peer Group Analysis
| • | Further Refinement: companies with pipelines primary focused on oncology and/or small molecule drug development |
Use of Market Data and Peer Group Analysis
Using these criteria, our Compensation Committee approved the following compensation peer group in September 2024 for use in making its 2025 compensation decisions:
Use of Market Data and Peer Group Analysis
| Apellis Pharmaceuticals | Arrowhead Pharmaceuticals | Arvinas | | Blueprint Medicines | Cerevel Therapeutics | CRISPR Therapeutics | | Cytokinetics | Denali Therapeutics | Intellia Therapeutics | | Intra-Cellular Therapeutics | Ionis Pharmaceuticals | Krystal Biotech | | Madrigal Pharmaceuticals | Nuvalent | Roivant Sciences | | SpringWorks Therapeutics | Vaxcyte | |
Use of Market Data and Peer Group Analysis
Compared to the peer group used for 2024 compensation decisions, for 2025, our Compensation Committee approved a number of changes to ensure the continued appropriateness of our market capitalization positioning relative to our peer group, which required inclusion of a number of companies with commercial products given our relatively high valuation among pre-commercial biotechnology companies headquartered in the United States, our late-stage pre-commercial status and attendant focus on pipeline expansion and preparation for pivotal clinical trials and potential commercialization. Specifically, the Compensation Committee elected to remove 6 companies (Karuna Therapeutics, Mirati Therapeutics, Arcus Biosciences, Day One Biopharmaceuticals, Relay Therapeutics and Xencor) because of corporate transactions involving these companies and/or because they no longer met the criteria set forth above. For 2025 compensation decisions, our Compensation Committee elected to add 5 companies (Ionis Pharmaceuticals, Krystal Biotech, Nuvalent, Roivant, and Vaxcyte) to our peer group because they met the criteria set forth above.
Compensation Elements
| Element | Description | Strategic Role | | Base Salary | • Provides fixed pay element • Base salaries are typically reviewed and determined annually | • Provides a level of fixed compensation that is set to be competitive within our industry and peers, while reflecting each executive’s responsibilities, performance, skills and experience | | Annual Cash Incentives | • “At-risk” annual cash compensation that is dependent upon the achievement of annual corporate objectives, as well as individual performance • Annual cash incentive opportunities are typically reviewed and determined annually | • Provides financial incentive to accomplish Company-wide and individual performance objectives over the course of the year • Rewards our executives for achieving performance objectives that are key to our annual operating and strategic plans | | Long-Term Equity Incentives | • “At-risk” long-term incentives; the value realized from these awards is dependent upon performance as reflected in our stock price • Awards are reviewed and generally granted early in the year or, if applicable, at the time of hire or promotion • Annual equity awards include both stock options and RSUs • Vesting occurs over four years, subject to the executive’s continued service with us | • Motivates our executives to focus on sustained long-term growth while fostering an ownership culture • Links executive compensation to the Company’s long-term success and aligns executive and stockholder interests • Enhances executive retention • Stock options will only provide a return to our executives if our stock price increases; RSUs provide a return based on the market price of our stock; if our share price declines, the RSUs correspondingly decline in value but still maintain some value. Therefore, a mix of RSUs and stock options provides resiliency across market conditions, reduces the incentive for short-term risk taking at the expense of long-term value realization and aligns our executives’ interests directly with those of our stockholders |
Key Governance Features
| Pay for Performance | • A majority of our compensation (94% for CEO, and 89% for all other NEOs) is “at-risk” and is directly tied to Company performance and objectives | | Insider Trading Policy | • We maintain a robust insider trading compliance policy which contains anti-hedging and pledging provisions | | Change in Control Provisions | • No “single-trigger” change in control payments or benefits or excise tax gross-ups are provided to our executive officers | | Compensation Risk Assessment | • Our Compensation Committee conducts a compensation risk assessment in order to mitigate our compensation risk which could have a material adverse effect on the Company |
Annual Cash Incentives
Annual Cash Incentives Our annual cash incentives are based on the achievement of key corporate and individual goals. Our NEOs are eligible to earn annual cash bonuses based on the achievement of certain Company performance objectives approved by our Board as well as, in the case of our NEOs other than our CEO, their individual performance objectives. The full bonus for our CEO is determined solely based on the achievement of Company performance objectives, given his ultimate responsibility for our strategic and operational execution. For our other NEOs, Company performance achievement is weighted 90%, and individual performance is weighted 10%. Each NEO’s target annual cash incentive opportunity is expressed as a percentage of base salary and intended to be commensurate with the NEO’s position and responsibilities. In connection with our annual compensation review, in the first quarter of 2025, after considering our continued maturation as a public company, our progress towards commercialization and the corresponding expanded responsibilities of most NEOs for the reasons discussed above under “Base Salary”, as well as its desire to provide competitive pay opportunities consistent with our philosophy, our Compensation Committee confirmed the target annual cash incentive opportunities for our CEO and other NEOs effective as of March 1, 2025 as set forth in the table below, which were increased relative to 2024 for most NEOs, including our CEO. The actual target annual cash incentives differ from the annualized amounts included in the table below since base salary increases and target annual cash incentive percentage increases were not effective until March 1, 2025. See the amounts reported below under 2025 Earned Incentive Awards and in the Grants of Plan-Based Awards Table below for the actual target annual cash incentives earned.
Annual Cash Incentives
| | 2025 Base Salary | Target Annual Cash Incentive | | | Named Executive Officer | | (As a % of Base Salary) | ($) | | Mark A. Goldsmith, M.D., Ph.D. | $835,000 | 75% | $609,375 | | Jack Anders | $532,000 | 45% | $235,500 | | Stephen M. Kelsey, M.D., FRCP, FRCPath | $634,000 | 50% | $312,917 | | Margaret Horn, J.D. | $590,000 | 50% | $291,333 | | Jeffrey Cislini | $530,300 | 35% | $183,312 |
2025 Company Performance Goals
2025 Company Performance Goals For 2025, the Company performance goals established by our Board in late 2024. At the time, the corporate strategy and Commercialization, Corporate & Organization goals focused on the US launch strategy. Following the Company’s strategic financing transaction in June 2025, and based on our Compensation Committee’s recommendation, the goals were elevated to reflect the scope expansion of global launch strategy, including additional requirements to execute on that strategy at target, increasing the difficulty of achievement and included the components set forth in the table below. For the avoidance of doubt, no other goals were modified, reduced or eliminated. as subsequently revised in July 2025 to reflect changes in global launch strategy following the Company’s strategic financing transaction, based on our Compensation Committee’s recommendation, included the following components:
2025 Company Performance Goals
| Component | Summary of 2025 Goals and Achievements | Target | Achievement | | Research and Development | Goals: • Execute on enrollment and regulatory obligations related to ongoing pivotal studies • Initiate additional pivotal studies involving RAS(ON) inhibitors • Advance earlier-stage clinical programs • Strengthen manufacturing and supply capabilities • Continue to progress novel approaches to RAS(ON) inhibition and non-RAS discovery programs and research infrastructure Key Achievements: • Executed ahead of schedule on multiple pivotal studies, enabling study progress and anticipated readouts • Initiated new pivotal studies beyond target and ahead of schedule • Shared compelling clinical data supporting multiple registrational approaches involving RAS(ON) inhibitors both as monotherapy and as part of combination therapies • Received commissioner’s national priority voucher, orphan drug designation and breakthrough therapy designations from FDA, reflecting successful development efforts • Advanced an innovative new class of RAS(ON) inhibitors, with plans to study a compound from this class in the clinic • Took steps toward supply chain diversification and improved manufacturing costs for product candidates | 55% | 87% | | Commercialization, Corporate and Organization | Goals: • Prepare for potential commercialization and expand medical, market development and U.S. launch readiness capabilities • Pursue transactions and financing to support development, commercialization and long-term stockholder value creation • Continue operational, legal, financial and organizational excellence, including operating within budget and building and retaining the team Key Achievements: • Advanced launch readiness, field medical and commercial capabilities in the U.S. and internationally in support of expanded commercialization scope • Entered into strategic financing facility and other arrangements supporting the company’s independent global strategy • Operated within budget and continued strong hiring, retention and organizational development | 45% | 59% | | Total | | 100% | 146% |
2025 Earned Incentive Awards
2025 Earned Incentive Awards Our Compensation Committee and our Board assessed the level of achievement of the 2025 Company goals in January 2026. Based on its assessment of our achievements related to these goals as described above, and the assessment and recommendation of our Compensation Committee, our Board determined that we achieved 146% of target of our overall Company performance goals. Our Compensation Committee assessed the individual performance for each of our NEOs (other than our CEO) in February 2026. The Compensation Committee considered each of the NEOs’ individual contributions to our strong corporate performance overall, as well as the following individual achievements: for Mr. Anders, his overall responsibility and contributions to outperforming the Company’s financial objectives; for Dr. Kelsey, his overall responsibility and contributions to outperforming the Company’s research and development objectives; for Ms. Horn, her overall responsibility and contributions to outperforming the Company’s strategic and corporate objectives; and for Mr. Cislini, his overall performance and contributions to outperforming the Company’s strategic and corporate objectives. As such, our Compensation Committee approved the payment to our NEOs of the percentages of their target annual cash incentive opportunities set forth below.
2025 Earned Incentive Awards
| Named Executive Officer | Target Annual Cash Incentive Opportunity | Corporate Achievement (%) | Individual Achievement (%) | 2025 Earned Annual Cash Incentive Award ($) | | Mark A. Goldsmith, M.D., Ph.D. | $609,375 | 146% | N/A | $889,700 | | Jack Anders | $235,500 | 146% | 146% | $343,800 | | Stephen M. Kelsey, M.D., FRCP, FRCPath | $312,917 | 146% | 160% | $461,200 | | Margaret Horn, J.D. | $291,333 | 146% | 150% | $426,500 | | Jeffrey Cislini | $183,312 | 146% | 110% | $261,000 |
2025 Earned Incentive Awards
The 2025 earned annual cash incentive award actually paid is based on a target annual cash incentive opportunity that is lower than that shown in the first column in the table above because it is pro-rated based on the salary actually received by each NEO during 2025. Our compensation committee has adopted a similar annual cash incentive program for 2026. Our compensation committee may also award discretionary bonuses from time to time, though none were awarded to our NEOs during 2025.
Long-Term Equity Incentives
Long-Term Equity Incentives We believe that equity awards are a crucial component of our executive compensation program to motivate our NEOs to focus on sustained long-term growth and link to stockholder value creation. Equity awards also provide an important retention element in our executive compensation program, since they vest over four years. In addition, our NEOs will only realize value from their stock options if the market price of our common stock increases after the date the option is granted. For 2025, our Compensation Committee approved equity awards under our 2020 Plan after taking into consideration its evaluation of each NEO’s individual responsibilities, performance, contributions and our retention objectives, a competitive market analysis performed by Compensia, our CEO’s recommendations (except with respect to his own award), the number of shares of common stock in our equity pool, each NEO’s current individual equity holdings and each NEO’s overall total direct compensation. Our Compensation Committee utilized a mix of 70% stock options and 30% RSU awards, based on the grant date fair value of these awards, to weight our equity mix towards performance-linked awards that will only provide value to our NEOs to the extent we are successful, as reflected in the appreciation of our stock price over time. All of the RSU awards and stock options granted vest over a four-year period subject to the NEO’s continued service with us on the applicable vesting date. Annual stock option awards vest in equal monthly installments over that four-year period and annual RSU awards vest in equal quarterly installments over that four-year period. The following equity awards were granted to our NEOs in March 2025:
Long-Term Equity Incentives
| Named Executive Officer | Shares Underlying Stock Options Granted (#) | RSUs Granted (#) | | Mark A. Goldsmith, M.D., Ph.D. | 341,100 | 97,400 | | Jack Anders | 71,400 | 20,400 | | Stephen M. Kelsey, M.D., FRCP, FRCPath | 128,100 | 36,600 | | Margaret Horn, J.D. | 100,100 | 28,600 | | Jeffrey Cislini | 77,000 | 22,000 |
Severance and Change in Control Payments and Benefits
Severance and Change in Control Payments and Benefits We have entered into employment agreements with each of our NEOs. Through these agreements, our NEOs are provided with certain severance payments and benefits in the event of certain involuntary terminations of employment in order to assist us in recruiting and retaining talented individuals and align the NEOs’ interests with the best interests of stockholders. We believe these severance payments and benefits are consistent with those provided in the life sciences industry and are an essential element of our overall executive compensation program due to the competitive market for executive talent in our industry. Enhanced severance payments and benefits are provided for a qualifying termination of employment that occurs in connection with a change in control of the Company because the severance payments and benefits are also intended to eliminate, or at least reduce, the reluctance of our NEOs to diligently consider and pursue potential change-in-control transactions that may be in the best interests of our stockholders. These arrangements are considered “double-trigger”, as they require both a change in control of the Company as well as a qualifying termination of employment. We do not provide any tax reimbursements or tax gross-up payments on severance benefits. A summary of executive severance agreements as well as estimated payments and benefits resulting from a qualified termination or change in control are described below under the heading “Potential Payments upon Termination or Change in Control”.
Equity Award Timing Policies and Practices
Equity Award Timing Policies and Practices For existing employees, we generally grant equity awards on the first day of the month following regularly scheduled Compensation Committee meetings. For newly hired employees, we generally grant equity awards on the first day of the full month following the commencement of the employees’ employment. We do not grant equity awards in anticipation of the release of MNPI, and we do not time the release of MNPI for the purpose of affecting the value of executive compensation. In the event MNPI becomes known to the Compensation Committee before granting an equity award, the Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. During fiscal year 2025, we did not grant stock options or similar option-like instruments to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses MNPI. 38
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of Dodd- Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. For 2025, our last completed fiscal year, the total compensation of our CEO was approximately 34 times the total compensation in 2025 of our median employee. For 2025, the total compensation of our median employee was $433,964, and the annual total compensation of our CEO was $14,672,390, as included in the “2025 Summary Compensation Table” above. In accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, we have identified the median employee as of October 31, 2025 by: (i) aggregating for each applicable employee: (a) annual base salary for salaried employees (or annual scheduled wages for hourly employees), (b) target cash incentive opportunity for fiscal year 2025, and (c) the estimated grant date fair value of equity awards granted during fiscal year 2025, and (ii) ranking this aggregated compensation measure for our employees from lowest to highest. This calculation was performed for all employees employed by us as of October 31, 2025, excluding the Chief Executive Officer, whether employed on a full-time or part-time basis. In making this determination, we annualized the compensation of employees who were employed by us for less than the entire fiscal year. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of employees.
Tax and Accounting Implications
Tax and Accounting Implications One of the factors our Compensation Committee considers when determining executive compensation is the anticipated tax treatment to our Company and to our executive officers of the various payments and benefits. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally provides that a publicly held company may not deduct compensation paid to certain covered executive officers to the extent that such compensation exceeds $1,000,000 per executive officer in any year. Our Compensation Committee has concluded, and reserves the discretion to conclude in the future, that it is appropriate to exceed the limitation on deductibility under Section 162(m) to ensure that executive officers are compensated in a manner that it believes to be consistent with our Company’s best interests and those of our stockholders. Under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (Topic 718) (“ASC 718”), we are required to estimate and record an expense for each award of equity compensation (including stock options and RSUs) over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718. Our Compensation Committee has considered, and may in the future consider, the grant of performance-based or other types of stock awards to executive officers in lieu of or in addition to stock option and time-based RSU grants in light of the accounting impact of ASC 718 and other considerations.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during the fiscal years presented.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark A. Goldsmith, M.D., Ph.D. | 2025 | 812,500 | 3,968,076 | 8,995,114 | 889,700 | 7,000 | 14,672,390 | | President and Chief Executive Officer | 2024 | 689,167 | 2,682,000 | 6,049,524 | 651,800 | 7,000 | 10,079,491 | | | 2023 | 631,121 | 2,756,000 | 6,540,026 | 477,100 | 7,000 | 10,411,247 | | Jack Anders | 2025 | 523,333 | 831,096 | 1,882,882 | 343,800 | 7,000 | 3,588,111 | | Chief Financial Officer | 2024 | 473,333 | 786,720 | 1,780,178 | 245,300 | 7,000 | 3,292,532 | | | 2023 | 438,384 | 704,900 | 1,677,345 | 219,900 | 7,000 | 3,047,529 | | Stephen M. Kelsey, M.D., FRCP, FRCPath | 2025 | 625,833 | 1,491,084 | 3,378,112 | 461,200 | 7,000 | 5,963,229 | | President, Research and Development | 2024 | 573,333 | 1,531,720 | 3,465,953 | 371,600 | 7,000 | 5,949,607 | | | 2023 | 512,575 | 1,060,000 | 2,522,324 | 292,600 | 7,000 | 4,394,499 | | Margaret Horn, J.D. | 2025 | 582,666 | 1,165,164 | 2,639,727 | 426,500 | 7,000 | 4,821,057 | | Chief Operating Officer | 2024 | 540,833 | 1,221,800 | 2,764,671 | 350,100 | 7,000 | 4,884,404 | | | 2023 | 512,575 | 1,060,000 | 2,522,324 | 291,500 | 7,000 | 4,393,399 | | Jeffrey Cislini | 2025 | 523,750 | 896,280 | 2,030,559 | 261,000 | 7,000 | 3,718,589 | | General Counsel and Secretary | 2024 | 477,166 | 625,800 | 1,416,051 | 217,200 | 7,000 | 2,743,217 | | | 2023 | 405,000 | 588,300 | 1,399,890 | 178,600 | 7,000 | 2,578,790 |
2025 Summary Compensation Table
| (1) Amounts reported for 2025 represent the grant date fair value of stock options and stock awards granted to our named executive officers computed in accordance with ASC Topic 718. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for details as to the assumptions used to determine the grant date fair value of the awards. |
2025 Summary Compensation Table
| (2) Amounts for 2025 represent payments earned by our named executive officers upon the achievement of certain Company performance objectives and, other than in the case of our Chief Executive Officer, an assessment of individual performance. Please see the description of the annual bonus program under “Compensation Discussion and Analysis – Elements of Executive Compensation – Annual Cash Incentives.” |
2025 Summary Compensation Table
| (3) Amounts for 2025 represent Company matching contributions under our 401(k) plan. |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table provides information relating to grants of plan-based awards made to our named executive officers during 2025.
Grants of Plan-Based Awards in 2025
| Name | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant- Date Fair Value of Stock and Option Awards ($)(2) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Mark A. Goldsmith, M.D., Ph.D. | — | — | 609,375 | — | — | — | — | — | | | 3/1/2025(3) | — | — | — | — | 341,100 | 40.74 | 8,995,114 | | | 3/1/2025(4) | — | — | — | 97,400 | — | — | 3,968,076 | | Jack Anders | — | — | 235,500 | — | — | — | — | — | | | 3/1/2025(3) | — | — | — | — | 71,400 | 40.74 | 1,882,882 | | | 3/1/2025(4) | — | — | — | 20,400 | — | — | 831,096 | | Stephen M. Kelsey, M.D., FRCP, FRCPath | — | — | 312,917 | — | — | — | — | — | | | 3/1/2025(3) | — | — | — | — | 128,100 | 40.74 | 3,378,112 | | | 3/1/2025(4) | — | — | — | 36,600 | — | — | 1,491,084 | | Margaret Horn, J.D. | — | — | 291,333 | — | — | — | — | — | | | 3/1/2025(3) | — | — | — | — | 100,100 | 40.74 | 2,639,727 | | | 3/1/2025(4) | — | — | — | 28,600 | — | — | 1,165,164 | | Jeffrey Cislini | — | — | 183,312 | — | — | — | — | — | | | 3/1/2025(3) | — | — | — | — | 77,000 | 40.74 | 2,030,559 | | | 3/1/2025(4) | — | — | — | 22,000 | — | — | 896,280 |
Grants of Plan-Based Awards in 2025
| (1) Represents potential payouts under the 2025 cash incentive program. There are no threshold or maximum levels set under the program. Please see the description of the annual bonus program under “Compensation Discussion and Analysis — Elements of Executive Compensation — Annual Cash Incentives”. |
Grants of Plan-Based Awards in 2025
| (2) The amounts shown represent the grant date fair value of stock options and stock awards granted to our named executive officers determined in accordance with ASC Topic 718, multiplied by the number of shares. See Note 13 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for the assumptions used in calculating these values. |
Grants of Plan-Based Awards in 2025
| (3) 1/48 of the shares originally subject to the option vest monthly on each monthly anniversary of March 1, 2025, subject to continued service on the applicable vesting date. |
Grants of Plan-Based Awards in 2025
| (4) The RSUs vest as to 1/16 of the shares on each quarterly anniversary of March 15, 2025, subject to continued service on the applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information about outstanding equity awards held by each of our named executive officers at December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date(1) | 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) | | Mark A. Goldsmith, M.D., Ph.D. | 3/1/2018 | 168,503 | — | 0.54 | 2/11/2028 | — | — | | | 3/13/2019 | 77,708 | — | 4.09 | 3/12/2029 | — | — | | | 8/9/2019 | 520,841 | — | 4.73 | 8/8/2029 | — | — | | | 2/12/2020 | 128,439 | — | 17.00 | 2/11/2030 | — | — | | | 3/4/2021 | 169,000 | — | 42.45 | 3/3/2031 | — | — | | | 3/1/2022 | 340,312 | 22,688 | 18.56 | 3/1/2032 | — | — | | | 3/15/2022 | — | — | — | — | 6,500 | 517,725 | | | 3/1/2023 | 249,562 | 113,438 | 26.50 | 3/1/2033 | — | — | | | 3/15/2023 | — | — | — | — | 32,500 | 2,588,625 | | | 3/1/2024 | 137,375 | 176,625 | 29.80 | 3/1/2034 | — | — | | | 3/15/2024 | — | — | — | — | 50,625 | 4,032,281 | | | 3/1/2025 | 63,956 | 277,144 | 40.74 | 3/1/2035 | — | — | | | 3/15/2025 | — | — | — | — | 79,138 | 6,303,342 | | Jack Anders | 3/4/2021 | 25,900 | — | 42.45 | 3/4/2031 | — | — | | | 3/1/2022 | 38,062 | 2,538 | 18.56 | 3/1/2032 | — | — | | | 3/15/2022 | — | — | — | — | 725 | 57,746 | | | 9/1/2022 | 28,437 | 6,563 | 21.61 | 9/1/2032 | — | — | | | 9/15/2022 | — | — | — | — | 1,875 | 149,344 | | | 3/1/2023 | 64,006 | 29,094 | 26.50 | 3/1/2033 | — | — | | | 3/15/2023 | — | — | — | — | 8,313 | 662,130 | | | 3/1/2024 | 40,425 | 51,975 | 29.80 | 3/1/2034 | — | — | | | 3/15/2024 | — | — | — | — | 14,850 | 1,182,803 | | | 3/1/2025 | 13,387 | 58,013 | 40.74 | 3/1/2035 | — | — | | | 3/15/2025 | — | — | — | — | 16,575 | 1,320,199 | | Stephen M. Kelsey, M.D., FRCP, FRCPath | 3/13/2019 | 6,666 | — | 4.09 | 3/13/2029 | — | — | | | 8/9/2019 | 5,055 | — | 4.73 | 8/9/2029 | — | — | | | 2/12/2020 | 47,060 | — | 17.00 | 2/12/2030 | — | — | | | 3/4/2021 | 52,500 | — | 42.45 | 3/4/2031 | — | — | | | 3/1/2022 | 127,312 | 8,488 | 18.56 | 3/1/2032 | — | — | | | 3/15/2022 | — | — | — | — | 2,425 | 193,151 | | | 3/1/2023 | 96,250 | 43,750 | 26.50 | 3/1/2033 | — | — | | | 3/15/2023 | — | — | — | — | 12,500 | 995,625 | | | 3/1/2024 | 78,706 | 101,194 | 29.80 | 3/1/2034 | — | — | | | 3/15/2024 | — | — | — | — | 28,913 | 2,302,920 | | | 3/1/2025 | 24,018 | 104,082 | 40.74 | 3/1/2035 | — | — | | | 3/15/2025 | — | — | — | — | 29,738 | 2,368,632 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date(1) | 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) | | Margaret Horn, J.D. | 2/12/2018 | 5,941 | — | 0.54 | 2/12/2028 | — | — | | | 3/13/2019 | 97,382 | — | 4.09 | 3/13/2029 | — | — | | | 8/9/2019 | 189,800 | — | 4.73 | 8/9/2029 | — | — | | | 2/12/2020 | 47,060 | — | 17.00 | 2/12/2030 | — | — | | | 3/4/2021 | 52,500 | — | 42.45 | 3/4/2031 | — | — | | | 3/1/2022 | 127,312 | 8,488 | 18.56 | 3/1/2032 | — | — | | | 3/15/2022 | — | — | — | — | 2,425 | 193,151 | | | 3/1/2023 | 96,250 | 43,750 | 26.50 | 3/1/2033 | — | — | | | 3/15/2023 | — | — | — | — | 12,500 | 995,625 | | | 3/1/2024 | 62,781 | 80,719 | 29.80 | 3/1/2034 | — | — | | | 3/15/2024 | — | — | — | — | 23,063 | 1,836,968 | | | 3/1/2025 | 18,768 | 81,332 | 40.74 | 3/1/2035 | — | — | | | 3/15/2025 | — | — | — | — | 23,238 | 1,850,907 | | Jeffrey Cislini | 6/17/2020 | 18,000 | — | 36.57 | 6/17/2030 | — | — | | | 3/1/2022 | 27,825 | 1,855 | 18.56 | 3/1/2032 | — | — | | | 3/15/2022 | — | — | — | — | 530 | 42,215 | | | 9/1/2022 | 24,456 | 5,644 | 21.61 | 9/1/2032 | — | — | | | 9/15/2022 | — | — | — | — | 1,613 | 128,475 | | | 3/1/2023 | 53,418 | 24,282 | 26.50 | 3/1/2033 | — | — | | | 3/15/2023 | — | — | — | — | 6,938 | 552,612 | | | 3/1/2024 | 32,156 | 41,344 | 29.80 | 3/1/2034 | — | — | | | 3/15/2024 | — | — | — | — | 11,813 | 940,905 | | | 3/1/2025 | 14,437 | 62,563 | 40.74 | 3/1/2035 | — | — | | | 3/15/2025 | — | — | — | — | 17,875 | 1,423,744 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Options vest in equal monthly installments through the fourth anniversary of the vesting commencement date, and RSUs vest in equal quarterly installments through the fourth anniversary of the vesting commencement date, in each case, subject to continued service through the applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Based on the closing trading price of a share of our common stock on December 31, 2025 of $79.65 per share. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table summarizes the stock options that were exercised and the RSUs that vested during 2025.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($)(2) | | Mark A. Goldsmith, M.D., Ph.D. | 187,000 | 10,943,759 | 95,762 | 4,943,019 | | Jack Anders | 25,418 | 1,113,146 | 22,938 | 1,184,871 | | Stephen M. Kelsey, M.D., FRCP, FRCPath | 150,000 | 6,061,795 | 40,350 | 2,083,340 | | Margaret Horn, J.D. | — | — | 36,250 | 1,867,254 | | Jeffrey Cislini | 25,388 | 591,848 | 19,435 | 1,009,297 |
Option Exercises and Stock Vested
| (1) Reflects the product of the number of shares of our common stock acquired upon exercise multiplied by the difference between the closing trading price of a share of our common stock on the date of exercise and the exercise price of the option. |
Option Exercises and Stock Vested
| (2) Reflects the product of the number of shares of our common stock issued upon vesting of RSUs multiplied by the closing trading price of a share of our common stock on the vesting date. |
Pension Benefits
Pension Benefits We do not maintain any defined benefit pension plans for our NEOs.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans for our NEOs.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We have entered into employment agreements with our named executive officers. Pursuant to the terms of these employment agreements, in the event the named executive officer is terminated without Cause or resigns for Good Reason (each, as defined in the employment agreements), in each case, other than during the period commencing three months prior to and ending 18 months following a change in control, the named executive officer will be eligible to receive: (i) a lump sum cash payment equal to 1x, in the case of our Chief Executive Officer, or 0.75x, in the case of our other named executive officers, the sum of the executive’s annual base salary and target annual bonus and (ii) payment or reimbursement of COBRA premiums for 12 months, in the case of our Chief Executive Officer, or nine months, in the case of our other named executive officers. In addition, in the event the named executive officer is terminated without Cause or resigns for Good Reason, in each case, during the period commencing three months prior to and ending 18 months following a change in control, the named executive officer will be eligible to receive: (i) a lump sum cash payment equal to 2x, in the case of our Chief Executive Officer, or 1x, in the case of our other named executive officers, the sum of the executive’s annual base salary and target annual bonus; (ii) payment or reimbursement of COBRA premiums for 18 months, in the case of our Chief Executive Officer, or 12 months, in the case of our other named executive officers; and (iii) full accelerated vesting of all equity awards. All severance payments and benefits under the employment agreements are subject to the executive’s execution of a release of claims against us. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our named executive officers. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2025, and a fair market value of our common stock on December 31, 2025 of $79.65 per share (determined based on the closing trading price of a share of our common stock on December 31, 2025). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date.
Potential Payments Upon Termination or Change in Control
| | Upon Qualifying Termination – Outside of Change in Control Period | | | | Upon Qualifying Termination – During Change in Control Period | | | | | Name | Cash Severance ($)(1) | COBRA Premiums ($) | Value Of Accelerated Vesting ($) | Total ($) | Cash Severance ($)(1) | COBRA Premiums ($) | Value Of Accelerated Vesting ($)(2) | Total ($) | | Mark A. Goldsmith, M.D., Ph.D. | 1,444,375 | 43,397 | — | 1,487,772 | 2,888,750 | 65,095 | 40,445,642 | 43,399,487 | | Jack Anders | 575,625 | 787 | — | 576,411 | 767,500 | 1,049 | 10,302,770 | 11,071,319 | | Stephen M. Kelsey, M.D., FRCP, FRCPath | 710,187 | 22,853 | — | 733,040 | 946,917 | 30,471 | 17,798,524 | 18,775,912 | | Margaret Horn, J.D. | 661,000 | 10,506 | — | 671,505 | 881,333 | 14,007 | 14,908,966 | 15,804,306 | | Jeffrey Cislini. | 535,209 | 32,548 | — | 567,757 | 713,612 | 43,397 | 9,314,764 | 10,071,772 |
Potential Payments Upon Termination or Change in Control
| (1) The severance amount related to base salary was determined based on the base salaries in effect on December 31, 2025 and the severance amount related to target annual bonus was determined based on the target bonuses for the year ended December 31, 2025. |
Potential Payments Upon Termination or Change in Control
| (2) The value of accelerated vesting for options is calculated by multiplying (i) the number of shares accelerated by (ii) any positive excess of $79.65, the closing trading price of a share of our common stock on December 31, 2025, over the applicable exercise price, and the value of accelerated vesting RSUs is calculated by multiplying the number of RSUs accelerated by $79.65, the closing trading price of a share of our common stock on December 31, 2025. |
Pay Versus Performance
Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee view the link between our performance and our NEOs’ pay. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis” section above. Additionally, for a discussion of how we view our executive compensation structure, including alignment with our corporate performance, see “Compensation Discussion and Analysis” above. The use of the term compensation actually paid (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the “2025 Summary Compensation Table” reflects the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the “2025 Summary Compensation Table” Total Compensation values for the applicable year as described in the footnotes to the following table.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2)(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2)(4) ($) | Total Shareholder Return (TSR) (5) ($) | Peer Group TSR (6) ($) | Net Income (Loss) ($ in millions) | | 2025 | $14,672,390 | $37,062,230 | $4,522,747 | $11,694,949 | $201.19 | $124.75 | $(1,131) | | 2024 | $10,079,491 | $20,330,356 | $4,295,183 | $7,779,598 | $110.48 | $116.78 | $(600) | | 2023 | $10,411,247 | $14,000,393 | $3,766,587 | 4,821,442 | $72.44 | $114.10 | $(436) | | 2022 | $7,217,839 | $8,638,970 | $2,475,510 | 2,924,708 | $60.17 | $109.99 | $(249) | | 2021 | $7,828,917 | $(3,466,481) | $2,367,508 | (276,306) | $63.58 | $124.53 | $(187) |
Pay Versus Performance
| (1) Represents total compensation reported for our principal executive officer (“PEO”), Dr. Goldsmith, as reflected in the “2025 Summary Compensation Table” above. |
Pay Versus Performance
| (2) CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they |
Pay Versus Performance
| will actually vest. To calculate CAP for 2025, the following amounts were deducted from and added to the total compensation number shown in the 2025 Summary Compensation Table: |
Pay Versus Performance
| | 2025 (For PEO) ($) | 2025 (Average for Non PEO NEOs) | | 2025 Summary Compensation Table (“SCT”) Total Compensation | $14,672,390 | $4,522,747 | | Deduct for amounts reported under the “Stock Awards” and “Option Awards” columns in the SCT | (12,963,190) | (3,578,726) | | Fair value as of year-end of equity awards granted during the year that remain unvested | 20,200,922 | 5,576,891 | | Change in fair value of prior years’ equity awards that remain unvested as of year-end | 11,836,648 | 4,234,108 | | Fair value on vesting date for awards granted and vested in the same year | 2,843,064 | 784,874 | | Change in fair value from prior year-end to vesting date of prior years’ awards that vested during year | 472,397 | 155,056 | | Compensation Actually Paid (CAP) | $37,062,230 | $11,694,949 |
Pay Versus Performance
| (3) Represents the average total compensation reported for our non-PEO NEOs in the “2025 Summary Compensation Table”. The non-PEO NEOs included in the average for each year are as follows: |
Pay Versus Performance
| 2025 | 2024 | 2023 | 2022 | 2021 | | Jack Anders | Jack Anders | Jack Anders | Jack Anders | Jack Anders | | Stephen M. Kelsey, M.D., FRCP, FRCPath | Stephen M. Kelsey, M.D., FRCP, FRCPath | Stephen M. Kelsey, M.D., FRCP, FRCPath | Stephen M. Kelsey, M.D., FRCP, FRCPath | Stephen M. Kelsey, M.D., FRCP, FRCPath | | Margaret Horn, J.D. | Margaret Horn, J.D. | Margaret Horn, J.D. | Margaret Horn, J.D. | Margaret Horn, J.D. | | Jeffrey Cislini | Xiaolin Wang, Sc.D. | Xiaolin Wang, Sc.D. | Xiaolin Wang, Sc.D. | Xiaolin Wang, Sc.D. |
Pay Versus Performance
| (4) The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2021, 2022, 2023, 2024, and 2025 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For stock options, the grant date fair values were estimated using the Black-Scholes model. The assumptions used in calculating the fair value of the equity awards did not differ in any respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, other than the expected term that has been adjusted to reflect the passage of time. |
Pay Versus Performance
| (5) Total Shareholder Return (“TSR”) represents the cumulative growth of a hypothetical $100 investment in our common stock made on December 31, 2020, as of the end of each respective year. |
Pay Versus Performance
| (6) Peer group TSR represents the cumulative growth of a hypothetical $100 investment made on December 31, 2020 in the Nasdaq Biotechnology Index, which we also use for purposes of the stock performance graph included in our Annual Report on Form 10-K for the year ended December 31, 2025, as of the end of each respective year. |
Pay Versus Performance
SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not TSR or net income) used by us to link CAP for the most recently completed fiscal year, to our performance. We did not use any financial performance measures to link CAP to our Company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a Company-selected measure in the table above. See the “Compensation Discussion and Analysis” section included elsewhere in this Proxy Statement and in our historical proxy statements for additional detail on executive compensation actions.
Relationship Between Compensation Actually Paid, Company TSR and Peer Group TSR
Relationship Between Compensation Actually Paid, Company TSR and Peer Group TSR The chart below shows the graphical relationship between our PEO’s CAP and the average of our other NEOs’ CAP (as shown in the above Pay Versus Performance table), and TSR and Peer Group TSR.
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income The chart below shows the graphical relationship between our PEO’s CAP and the average of our other NEOs’ CAP (as shown in the above Pay Versus Performance table), and our net income during the four most recently completed fiscal years.