DEF 14A of Cabaletta Bio, Inc.
Filed Apr 28, 2026 · FY20250001193125-26-183557
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of six members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | the class I directors are Scott Brun, M.D. and Shawn Tomasello, MBA and their term will expire at the Annual Meeting; |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | the class II directors are Catherine Bollard, MBChB, M.D., and Richard Henriques, MBA, and their terms will expire at the annual meeting of stockholders to be held in 2027; and |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | the class III directors are Steven Nichtberger, M.D., and Mark Simon, MBA, and their terms will expire at the annual meeting of stockholders to be held in 2028. |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) or more of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Scott Brun, M.D. and Shawn Tomasello, MBA for election as the class I directors at the Annual Meeting. The nominees are presently directors, and they have indicated a willingness to continue to serve as directors, if elected. If a nominee becomes unable or unwilling to serve, however, the properly submitted proxies may be voted for a substitute nominee selected by our board of directors. Our nominating and corporate governance committee Policies and Procedures for Director Candidates (the “Director Guidelines”), provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. The nominating and corporate governance committee and the full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, experience, background and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches. In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that they should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to Cabaletta Bio and our board of directors.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of April 10, 2026.
Nominees for Election as Class I Directors
| Name | Positions and Offices Held with Cabaletta | Director Since | Age | | Scott Brun, M.D. | Director | 2021 | 58 | | Shawn Tomasello, MBA | Director | 2023 | 67 |
Class I Directors (Term Expires at Annual Meeting)
Class I Directors (Term Expires at Annual Meeting) Scott Brun, M.D. Dr. Brun joined our board of directors in June 2021. Dr. Brun is currently President at Gold Mast Consulting, LLC, an advisory firm he founded in 2019 to provide technical advice and strategic guidance related to biopharmaceutical research and development, pipeline portfolio management, commercialization of new therapeutics and strategic communications related to R&D activities. Dr. Brun also serves as a Venture Partner at Abingworth LLP. Prior to his current roles, Dr. Brun had two decades of experience in various leadership roles at AbbVie, Inc., including 15 years at the predecessor company, Abbott Laboratories. The majority of his career has been focused on leading teams and clinical development organizations across a broad variety of therapeutic areas including autoimmune, neurologic, and renal among others. He was most recently Corporate Vice President of Scientific Affairs and Head of AbbVie Ventures, a corporate venture fund responsible for investment opportunities within AbbVie’s R&D therapeutic areas as well as technology platforms of interest from 2016 to 2019. Previously, Dr. Brun served as Corporate Vice President and Head of Pharmaceutical Development at AbbVie from 2013 to 2016. During his tenure at AbbVie, Dr. Brun oversaw a global organization with responsibilities for AbbVie’s entire portfolio of early and late-stage clinical pre-registration pipeline compounds as well as marketed compounds within oncology, neurology, immunology, renal, infectious disease, and women’s and men’s health therapeutic areas. Prior to joining AbbVie, Dr. Brun spent over 15 years at Abbott Laboratories, where he held positions of increasing leadership responsibility in drug development within the R&D organization. Dr. Brun is a member of the boards of directors of Trishula Therapeutics, Inc. and Atsena Therapeutics, both private, clinical-stage biopharmaceutical companies, Jasper Therapeutics, Inc. (Nasdaq: JSPR), a biotechnology company focused on targeting mast cells and stem cells to treat chronic diseases, since 2023 and Forte Biosciences, Inc. (Nasdaq: FBRX), a clinical-stage company focused on autoimmune diseases, since 2022. Since 2025, Dr. Brun also serves as a member of the scientific advisory board for Galapagos NV. Previously, Dr. Brun served as a Senior Advisor to the business development team at Horizon Therapeutics plc (Nasdaq: HZNP) from 2020 to 2023, as a Senior Medical Advisor to Launch Therapeutics from 2022 to 2025, and as a member of the board of directors of Axial Biotherapeutics, Inc., private, clinical-stage biopharmaceutical company, from 2022 to 2025. Dr. Brun received his B.S. in Biochemistry from the University of Illinois at Urbana-Champaign and earned his M.D. from the Johns Hopkins University School of Medicine. He completed his residency in ophthalmology at the Massachusetts Eye and Ear Infirmary, Harvard Medical School. We believe Dr. Brun is qualified to serve as a member of our board of directors because of his scientific background and significant experience in clinical and research efforts. Shawn Tomasello, MBA. Ms. Tomasello joined our Board of Directors in July 2023. Ms. Tomasello previously served as Chief Executive Officer at CoRegen, Inc., a private company, from January 2025 until April 2025. Prior to that role, Ms. Tomasello served as the Chief Commercial Officer of Kite Pharma, where she oversaw the global commercialization of Yescarta, from 2015 to 2018 including through its acquisition by Gilead for $11.9 billion in October 2017. She was previously Chief Commercial Officer at Pharmacyclics, where she led commercial and medical affairs activities for Imbruvica®, a first-in-class treatment for hematologic malignancies, from August 2014 until its acquisition by AbbVie for $21.0 billion in August 2015. Prior to Pharmacyclics, Ms. Tomasello served in leading commercial roles with multiple major pharmaceutical companies, including Celgene as President of the Americas Hematology and Oncology, where she led the company through five successful product launches encompassing 11 indications and played a critical role in acquisitions. At Genentech for 14 years prior, Ms. Tomasello was the National Director of Hematology for Rituxan. She currently serves on the board of directors of 4D Molecular Therapeutics Inc. (Nasdaq: FDMT) since November 2020 and Centrexion Therapeutics Corp., a private, clinical-stage biopharmaceutical company, since 2017. She previously served as a board member of AlloVir, Inc. until March 2025, TCR2 Therapeutics Inc. (Nasdaq: TCRR) until June 2023, Urogen Pharma Ltd (Nasdaq: URGN) until 2022, Mesoblast, Ltd. (Nasdaq: MESO) until August 2022, Clementia Pharmaceuticals, Diplomat Pharmacy, Inc. until 2020, Abeona Therapeutics (Nasdaq: ABEO) until 2020, Principia Biopharma until 2020, and Gamida Cell Ltd. (Nasdaq: GMDA) until 2024, as well as several private boards. On such boards, she at various times has served and serves on the Compensation, Nominating and Corporate Governance, Compliance, and Transaction committees. Ms. Tomasello received her B.S. in Marketing from the University of Cincinnati and her M.B.A. from Murray State University in Kentucky. We believe Ms. Tomasello is qualified to serve as a member of our Board of Directors because of her experience serving in various commercial roles in the life sciences industry. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee does not have authority to vote your unvoted shares held by the firm for the election of the directors. As a result, any shares not voted by you will be treated as a broker non-vote. To be elected, the directors nominated via this Proposal must receive a plurality of the votes properly cast on the election of directors. Shares voting “withheld” and broker non-votes will have no effect on the election of directors. Shareholders do not have cumulative voting rights. Properly submitted proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if a nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The board of directors recommends voting “FOR” the election of Scott Brun, M.D. and Shawn Tomasello, MBA, as the class I directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029.
Directors Continuing in Office
Directors Continuing in Office The following table identifies our directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 10, 2026.
Directors Continuing in Office
| Name | Positions and Offices Held with Cabaletta | Director Since | Class and Year in Which Term Will Expire | Age | | Catherine Bollard, MBChB, M.D. | Director | 2019 | Class II—2027 | 58 | | Richard Henriques, MBA | Director | 2019 | Class II—2027 | 70 | | Steven Nichtberger, M.D. | Chief Executive Officer, President, Chairman of the Board of Directors and Director | 2017 | Class III—2028 | 64 | | Mark Simon, MBA | Director | 2018 | Class III—2028 | 64 |
Class II Directors (Term Expires at 2027 Annual Meeting)
Class II Directors (Term Expires at 2027 Annual Meeting) Catherine Bollard, MBChB, M.D. Dr. Bollard joined our board of directors in April 2019. She currently serves as Senior Vice President and Chief Research Officer and Director of the Center for Cancer and Immunology Research at the Children’s National Research Institute (CNRI) at the Children’s National Hospital (CNH). She is also a faculty member of the Division of the Blood and Marrow Transplantation at CNH. Since 2013, Dr. Bollard has served as a tenured Professor of Pediatrics and Microbiology, Immunology and Tropical Medicine at the George Washington University and is the Associate Center Director (ACD) for Translational Research and Innovation within the George Washington Cancer Center. Prior to her move in 2013, Dr. Bollard was a tenured Professor of Pediatrics, Medicine and Immunology at Baylor College of Medicine. She is a past president of the International Society for Cell Therapy (ISCT), and she served on the Cellular, Tissues and Gene Therapy Advisory Committee of the FDA until 2019. Dr. Bollard chaired the Non-Hodgkin’s Lymphoma Committee of the Children’s Oncology Group from 2012 to 2020 and from 2021 to 2026 served as the President of the Foundation for the Accreditation of Cellular Therapy (FACT). Dr. Bollard was the scientific co-founder of Catamaran Bio, a company developing novel, off-the-shelf chimeric antigen receptor (CAR)-NK cell therapies designed to treat a broad range of cancers and served on its Scientific Advisory Board until 2024. Dr. Bollard was previously on the board of directors and subsequently the Scientific Advisory Board of Mana Therapeutics. She currently serves on the SAB of Minovia Tx Ltd and serves as Chair of the DSMB for SOBI. Bollard also serves on the board of directors for Alliance for Regenerative Medicine and a nonprofit organization she co-founded called Access4Kids. Dr. Bollard received her medical degree (MBChB) and her doctor of medicine (MD) from the University of Otago Medical School in New Zealand. We believe Dr. Bollard is qualified to serve as a member of our board of directors because of her scientific background and significant experience in clinical and translational research efforts. Richard Henriques, MBA. Mr. Henriques joined our board of directors in February 2019. Since 2015, he has been a senior fellow at the Center for High Impact Philanthropy at the University of Pennsylvania, with a focus on impact investing. From 2010 to 2014, Mr. Henriques was the Chief Financial Officer of the Bill & Melinda Gates Foundation, where he was responsible for finance and accounting, financial planning and analysis, strategic planning, measurement and evaluation, program related investments and information technology. From 1981 to 2008, Mr. Henriques held positions at Merck & Co., Inc., including as Senior Vice President of Finance for Global Human Health, Vice President and Corporate Controller, and Principal Accounting Officer. Mr. Henriques serves on the boards of directors or trustees of the Bucks County Playhouse, International Vaccine Institute, Heritage Conservancy, Delaware Canal 21, Fisherman’s Mark and The Franklin Institute. Mr. Henriques served on the board of directors of Arbutus Biopharma Corporation (Nasdaq: ABUS) from December 2014 to February 2025. Mr. Henriques received his MBA from the Wharton School of the University of Pennsylvania and a BA from the University of Pennsylvania. We believe that Mr. Henriques is qualified to serve as a member of our board of directors because of his extensive corporate leadership experience and expertise in finance and investment management.
Class III Directors (Term Expires at 2028 Annual Meeting)
Class III Directors (Term Expires at 2028 Annual Meeting) Steven Nichtberger, M.D. Dr. Nichtberger has served as our Chief Executive Officer, President and Chairman of our board of directors since our founding in 2017. He is also a senior fellow and professor of practice at the Wharton School of the University of Pennsylvania, in addition to being a member of the board of directors of the BioAdvance Greenhouse Fund. Previously, Dr. Nichtberger served as president, chief executive officer, and a member of the board of directors of Tengion, Inc. from 2004 to 2011. In 2008, his leadership was recognized nationally with the National Ernst & Young Entrepreneur of the Year Award for emerging companies. Earlier in his career, Dr. Nichtberger served as the head of global marketing for Merck and in various commercial operating roles at the company from 1995 to 2003. He has previously served as a member of the boards of directors of the Alliance for Regenerative Medicine (as a founding member), Pennsylvania Bio (including as chairman), and Biotechnology Industry Organization. From 2008 to 2019, he was a member of the board of overseers for the School of Arts & Sciences at the University of Pennsylvania. Dr. Nichtberger received his M.D. from the State University of New York at Buffalo, his B.S. from The Wharton School at the University of Pennsylvania and his B.A. from the University of Pennsylvania. He completed internship, residency and fellowship in the Department of Medicine and the Division of Cardiology of the Mount Sinai Medical Center in New York. We believe Dr. Nichtberger is qualified to serve as a member and Chairman of our board of directors because of his scientific and medical background as well as his corporate leadership experience. Mark Simon, MBA. Mr. Simon joined our board of directors in October 2018. He is a Strategic Advisor since 2020 to the Founder and CEO of Sun Pharmaceutical Industries Ltd., which is the largest pharmaceutical company in India, and a board observer of Sun Pharma Advanced Research Company Ltd., both public companies in India, where Mr. Simon is focused on accelerating their innovation initiatives. He is also a consultant to Stifel Nicolaus & Company (NYSE: SF) and co-founder of Torreya Partners, LLC, a global investment banking firm serving companies in the life sciences industry that Stifel acquired in 2023. Prior to co-founding Torreya, Mr. Simon was a managing director and head of life sciences investment banking at Citigroup from 2002 to 2005 where he covered global pharmaceutical companies with a focus on large-capitalization players in the U.S., Europe and Japan. Prior to Citigroup, Mr. Simon served as a Managing Director at Robertson Stephens in San Francisco and New York where he was responsible for covering the biotechnology investment banking sector. During his tenure overseeing the group, he was involved in raising 45% of all biotechnology dollars raised in the U.S. from 1999-2001. Prior to joining the investment banking group, Mr. Simon was a senior biotechnology research analyst at Robertson Stephens, and was named a Wall Street All-Star Analyst for three years in a row. He began his career at Kidder Peabody as a biotechnology research associate in 1984 and participated in the IPO of Genzyme and the early financings of companies such as Amgen. Mr. Simon currently serves on the boards of directors of several disease advocacy and philanthropic foundations in the oncology, CNS/neuroscience and metabolic areas. He previously served on the board of directors of Portage Biotech Inc. (Nasdaq: PRTG) until April 2024. Mr. Simon received his MBA from Harvard Business School and his B.A. from Columbia College. We believe that Mr. Simon is qualified to serve on our board of directors because of his extensive experience of over 35 years in the life sciences industry and biotechnology and specialty pharmaceutical transactions. There are no family relationships between or among any of our directors or executive officers. Our executive officers are appointed by, and serve at the discretion of, our board of directors. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors, officers or affiliates, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, affiliate, or security holder is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiaries.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated. Dr. Nichtberger also serves as a member of our board of directors but does not receive any additional compensation for his service as a director.
2025 Summary Compensation Table
| | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Steven Nichtberger, M.D. | 2025 | 659,550 | — | 1,266,978 | 446,982 | 28,045 | 1,954,573 | | President and Chief Executive Officer | 2024 | 646,328 | — | 7,008,417 | 428,157 | 14,045 | 8,096,947 | | Gwendolyn K. Binder, Ph.D. | 2025 | 516,700 | — | 484,124 | 243,262 | 14,000 | 1,014,824 | | President, Science and Technology | 2024 | 496,917 | — | 2,581,003 | 246,869 | — | 3,324,789 | | David J. Chang, M.D., M.P.H. | 2025 | 516,700 | — | 429,009 | 276,435 | 14,000 | 959,709 | | Chief Medical Officer | 2024 | 496,833 | — | 2,581,003 | 268,290 | — | 3,346,126 |
2025 Summary Compensation Table
| (1) Amount shown reflects (i) the grant date fair value of option awards granted during 2025 and 2024 and (ii) for 2025, the incremental fair value associated with the May 2025 repricing of certain outstanding vested and unvested option awards. The grant date fair value of option awards granted during 2025 for each named executive officer was as follows: Dr. Nichtberger: $641,058; Dr. Binder: $206,563; and Dr. Chang: $206,563. The incremental fair value resulting from the May 2025 repricing was as follows: Dr. Nichtberger: $625,920; Dr. Binder: $277,561; and Dr: Chang: $222,446. The grant date fair value of option awards granted in 2025 and 2024 and the incremental fair value of options modified in 2025 were computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 10 to our financial statements for the year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of applicable awards. |
2025 Summary Compensation Table
| (2) The amounts represent bonuses earned in 2025 and 2024 and paid in 2026 and 2025, respectively, pursuant to the Company’s cash incentive plan based on the factors described under “Non-Equity Incentive Plan Compensation” below. |
2025 Summary Compensation Table
| (3) Amount includes reimbursements for life insurance premiums and 401(k) matching contributions. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
Outstanding Equity Awards at 2025 Fiscal Year End Table The following table presents information regarding all outstanding stock awards and stock options held by each of our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End Table
| | Option awards | | | | Stock awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) (1) | 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 ($) | | Steven Nichtberger, M.D. | 186,451 | — | 1.01 | 10/28/2028 | — | — | | | 229,677 | —(2) | 1.01 | 10/28/2028 | — | — | | | 99,714 | —(3) | 11.00 | 10/23/2029 | — | — | | | 300,000 | —(4) | 14.94 | 2/28/2030 | — | — | | | 333,500 | —(8) | 11.47 | 2/28/2031 | — | — | | | 356,250 | 23,750(9) | 3.21 | 1/17/2032 | — | — | | | 282,975 | 128,625(10) | 11.09 | 1/17/2033 | — | — | | | 154,438 | 198,562(11) | 23.97 | 2/28/2034 | — | — | | | — | 450,000(12) | 1.67 | 3/2/2035 | — | — | | Gwendolyn K. Binder, Ph.D. | 100,756 | —(5) | 1.01 | 10/28/2028 | — | — | | | 66,667 | —(6) | 9.54 | 8/21/2029 | — | — | | | 29,908 | —(3) | 11.00 | 10/23/2029 | — | — | | | 125,000 | —(8) | 11.47 | 2/28/2031 | — | — | | | 150,000 | 10,000(9) | 3.21 | 1/17/2032 | — | — | | | 121,000 | 55,000(10) | 11.09 | 1/17/2033 | — | — | | | 56,875 | 73,125(11) | 23.97 | 2/28/2034 | — | — | | | — | 145,000(12) | 1.67 | 3/2/2035 | — | — | | David J. Chang, M.D., M.P.H. | 185,709 | —(7) | 6.30 | 6/23/2029 | — | — | | | 48,836 | —(3) | 11.00 | 10/23/2029 | — | — | | | 38,238 | —(4) | 14.94 | 2/28/2030 | — | — | | | 113,500 | —(8) | 11.47 | 2/28/2031 | — | — | | | 126,563 | 8,437(9) | 3.21 | 1/17/2032 | — | — | | | 103,125 | 46,875(10) | 11.09 | 1/17/2033 | — | — | | | 56,875 | 73,125(11) | 23.97 | 2/28/2034 | — | — | | | — | 145,000(12) | 1.67 | 3/2/2035 | | |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (1) In May 2025, all options with an original exercise price in excess of 1.5x the $1.92 closing price per share were repriced to $1.92, the closing price of the Company’s common stock on May 19, 2025. Under the terms of such stock option award repricing, a repriced stock option award will revert to its original exercise price if exercised during the Retention Period. The “Retention Period”, through which the named executive officer must remain in service to the Company ends upon the earliest of (i) the one-year anniversary of the Repricing Date, (ii) a sale event and (iii) the termination of the named executive officer’s service relationship due to death or disability. The exercise prices in this column reflect the original exercise prices applicable if exercised by a named executive officer during the Retention Period. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (2) These options vest over four years, with 25% vesting on October 11, 2019, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (3) These options vest over four years, with 25% vesting on October 24, 2020, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (4) These options vest over four years, with 25% vesting on March 1, 2021, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (5) These options vest over four years, with 25% vesting on October 11, 2019 and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (6) These options vest over four years, with 25% vesting on August 22, 2020, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (7) These options vest over four years, with 25% vesting on June 17, 2020, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (8) These options vest over four years, with 25% vesting on March 1, 2022, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (9) These options vest over four years, with 25% vesting on January 18, 2023, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (10) These options vest over four years, with 25% vesting on January 18, 2024, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (11) These options vest over four years, with 25% vesting on March 1, 2025, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2025 Fiscal Year End Table
| (12) These options vest over four years, with 25% vesting on March 3, 2026, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K).
Table
| Year (a) | Summary Compensation Table Total for PEO($) (1) (b) | Compensation Actually Paid to PEO($) (2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers($) (3) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers($) (4) (e) | Value of Initial Fixed $100 Investment Based On: | Net Income($) (6) (in millions) (h) | | | | | | | Total Shareholder Return ($) (5) (f) | | | 2025 | $1,940,573 | $1,651,621 | $973,267 | $838,741 | $23.68 | $(167.86) | | 2024 | $8,096,947 | $(8,634,793) | $3,351,843 | $(3,023,223) | $24.54 | $(115.86) | | 2023 | $4,808,279 | $14,466,565 | $2,220,968 | $5,851,276 | $245.41 | $(67.68) |
Table
| (2) The Compensation Actually Paid to our PEO reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
Table
| (4) The Compensation Actually Paid to our NEOs (excluding PEOs) on average reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
Compensation Actually Paid and Company Total Shareholder Return
Compensation Actually Paid and Company Total Shareholder Return The following graph reflects the relationship between the PEO and average non-PEO NEO “compensation actually paid” (“CAP”) and our cumulative Total Shareholder Return (“TSR”), assuming an initial fixed investment on December 31, 2022 of $100, for the fiscal years ended December 31, 2025, 2024 and 2023. Compensation Actually Paid and Net Income The following graph reflects the relationship between the PEO and average non-PEO NEO CAP, and our net income (loss) for the fiscal years ended December 31, 2025, 2024 and 2023. Because we are not a commercial-stage company, we did not have any revenue during the years ending 2025, 2024 and 2023. Consequently, our company has not historically looked to net income (loss) as a performance measure for our executive compensation program.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2025. We reimburse members of our board of directors for reasonable travel expenses. Dr. Nichtberger, our Chief Executive Officer and President, did not receive any compensation for his service as a member and Chairman of our board of directors in 2025. Dr. Nichtberger’s compensation for service as an employee for fiscal years 2025 and 2024 is presented in “Executive Compensation—2025 Summary Compensation Table.”
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid In Cash ($) | Option Awards (1)(2) | All Other Compensation | Total ($) | | Catherine Bollard, MBChB, M.D. | 60,000 | 85,567 | — | 145,567 | | Scott Brun, M.D. | 67,500 | 69,340 | — | 136,840 | | Richard Henriques, MBA | 66,250 | 85,923 | — | 152,173 | | Mark Simon, MBA | 67,500 | 73,407 | — | 140,907 | | Shawn Tomasello, MBA | 53,750 | 65,420 | — | 119,170 |
DIRECTOR COMPENSATION
| (1) Amount shown reflects (i) the grant date fair value of option awards granted during 2025 and (ii) the incremental fair value associated with the May 2025 Repricing of certain outstanding vested and unvested option awards. The grant date fair value of option awards granted during 2025 for each director was $44,397. The incremental fair value resulting from the May 2025 Repricing was as follows: Dr. Bollard: $41,170; Dr. Brun: $24,943; Mr. Henriques: $41,526; Mr. Simon: $29,010 and Ms. Tomasello: $21,023. The grant date fair value and incremental fair value were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or FASB ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. The incremental fair value represents the excess of the fair value of the modified awards over the fair value of the original awards immediately prior to modification. See Note 10 to the financial statements in our 2025 Annual Report on Form 10-K regarding assumptions we made in determining the fair value of option awards. |
DIRECTOR COMPENSATION
| (2) As of December 31, 2025, the aggregate number of shares subject to option awards held by our non-employee directors were: Dr. Bollard: 156,428; Dr. Brun: 132,000; Mr. Henriques: 156,428; Mr. Simon: 156,428 and Ms. Tomasello 88,000. As of December 31, 2025, the aggregate number of unvested shares outstanding held by our non-employee directors were: Dr. Bollard: 22,000; Dr. Brun: 22,000; Mr. Henriques: 22,000; Mr. Simon: 22,000; and Ms. Tomasello: 33,000. |
Amended and Restated Non-Employee Director Compensation Policy
Amended and Restated Non-Employee Director Compensation Policy Under our director compensation policy, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member for 2025 are as follows:
Amended and Restated Non-Employee Director Compensation Policy
| | Member Annual Retainer ($) | Chairperson Annual Retainer ($) | | Board of Directors | 40,000 | — | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 6,250 | 12,500 | | Nominating and Corporate Governance Committee | 5,000 | 10,000 | | Science and Technology Committee | 7,500 | 15,000 |
Amended and Restated Non-Employee Director Compensation Policy
We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending our board of director and committee meetings. In addition, each new non-employee director elected to our board of directors will be granted an initial, one-time award of a stock option to purchase 44,000 shares, which shall vest in equal quarterly installments over a three-year period from the date of vesting commencement, subject to continued service as a director through each such vesting date. In addition, on the date of each annual meeting of stockholders of our company, each non-employee director will receive an annual stock option award of 22,000 shares, which shall vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting provided, however, that all vesting shall cease if the director resigns from the board of directors or otherwise ceases to serve as a director, unless the board of directors determines that the circumstances warrant continuation of vesting. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.