DEF 14A of Oric Pharmaceuticals, Inc.
Filed Apr 28, 2026 · FY20250001193125-26-186911
Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting?
Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting? Members of our board of directors have an interest in Proposal No. 1, as each of the nominees is currently a member of our board of directors. Members of our board of directors and our executive officers do not have any interest in Proposal No. 2. Members of our board of directors and our executive officers have an interest in Proposal No. 3 because they are eligible to receive equity awards under the ORIC Pharmaceuticals, Inc. 2020 Equity Incentive Plan, as amended and restated. Certain of our directors and executive officers are named executive officers eligible to receive executive compensation and thus have an interest in Proposal No. 4 and Proposal No. 5.
Nominees for Director
Nominees for Director Jacob M. Chacko, M.D., has served as our Chief Executive Officer and as a member of our board of directors since May 2018 and as our President since May 2019. From May 2014 to February 2018, he served as Chief Financial Officer of Ignyta, Inc., a precision oncology company that was acquired in February 2018 by Roche Holding AG. From August 2008 to May 2014, Dr. Chacko served as Vice President at TPG Capital, a private equity investment firm. Prior to that, Dr. Chacko was a consultant to healthcare clients at McKinsey & Company, a management consulting firm. He has served as chair of the board of directors of Bright Peak Therapeutics, Inc., a private biotechnology company, since November 2021 and as a member of the board of directors of 4D Molecular Therapeutics, Inc., a public clinical stage biotechnology company, since March 2019. Dr. Chacko served on the board of directors of Turning Point Therapeutics, Inc., a public biotechnology company, from November 2018 to March 2021 and on the board of directors of Bonti, Inc. (“Bonti”), a private biotechnology company, from February 2018 to October 2018, when Bonti was acquired by Allergan plc. Dr. Chacko holds a B.A. in biology and B.S. in gerontology from the University of Southern California, an M.D. from University of California, Los Angeles, an M.B.A. from Harvard Business School and an M.Sc. from Oxford University. We believe that Dr. Chacko is qualified to serve on our board of directors because of the perspective and experience he provides as our President and Chief Executive Officer, as well as his broad experience within the biotechnology industry, particularly his financial, strategic and medical expertise. Mardi C. Dier has served as a member of our board of directors since February 2020. Ms. Dier has served as Chief Financial Officer of Madrigal Pharmaceuticals, Inc., a public biopharmaceutical company, since February 2024. From November 2022 to August 2023, Ms. Dier served as Chief Financial Officer and Chief Business Officer of ACELYRIN, Inc., a biotechnology company. From October 2020 to November 2022, Ms. Dier served as Executive Vice President and Chief Financial Officer of Ultragenyx Pharmaceutical Inc. Ms. Dier has served as Executive Vice President and Chief Financial Officer of Portola Pharmaceuticals from November 2013 through the acquisition by Alexion Pharmaceuticals in July 2020, as its Chief Business Officer from October 2018 and as a Senior Vice President and Chief Financial Officer from August 2006 to November 2013. From 2003 to 2006, Ms. Dier served as Vice President of Investor Relations at Chiron Corporation, a biotechnology company. From 1994 to 2001, Ms. Dier served as a Director, Investment Banking at Prudential Securities, Inc., a securities firm. Ms. Dier has served as a member of the board of directors of Healthcare Royalty Partners, a healthcare investment firm, since December 2022. Ms. Dier served as a member of the board of directors of Synthekine Inc., a biotechnology company, from May 2021 to June 2025, as a member of the board of directors and chair of the audit committee of Prelude Therapeutics, Inc., a clinical-stage precision oncology company, from August 2020 to October 2025, and as a member of the board of directors and audit committee of Adamas Pharmaceuticals, Inc., a biotechnology company, from October 2017 to May 2021. Ms. Dier is a member of the Board of Advisors for the Anderson Graduate School of Management at the University of California, Los Angeles. Ms. Dier holds a B.S. in Biology from Stanford University and an M.B.A. from the Anderson Graduate School of Management at the University of California, Los Angeles. We believe Ms. Dier is qualified to serve on our board of directors because of her experience in the biotechnology industry and her extensive experience in finance and accounting.
Continuing Directors
Continuing Directors Richard Heyman, Ph.D., has served as a member of our board of directors since March 2015 and as Chairman of our board of directors since May 2018. Dr. Heyman also served as our President and Chief Executive Officer from November 2015 to May 2016 and as our Acting President and Chief Executive Officer from November 2017 to May 2018. Since 2019, Dr. Heyman has served as a venture partner for Arch Ventures, a venture capital firm. From August 2013 to April 2015, Dr. Heyman served as President and Chief Executive Officer of Seragon, which was acquired by Genentech in 2014. Prior to that, he served as Co-Founder, President and Chief Executive Officer of Aragon Pharmaceuticals, Inc., a biotechnology company that was acquired by Johnson & Johnson, a medical device, pharmaceutical and consumer packaged goods company, in 2013. Dr. Heyman currently serves on the board of directors of Pelage Pharmaceuticals since 2025, Architect Therapeutics LLC, a biotechnology company, since 2023, PMV Pharma since 2020, Vividion since 2018, and Enliven Therapeutics, a biotechnology company, since 2021, and as chair of the board of directors of Alterome Therapeutics, Inc. since 2025. From June 2015 to March 2023, Dr. Heyman served on the board of directors and as Executive Chairman and Co-Founder of Metacrine, Inc., a biotechnology company. Dr. Heyman also served on the board of directors of Gritstone Bio, a biotechnology company, from 2016 to 2022, Yumanity Therapeutics, Inc., a biotechnology company, from 2016 to 2022, Amunix Pharmaceuticals Inc., a biotechnology company, from 2019 to 2021, and RayzeBio, Inc., a biotechnology company, from 2022 to 2024. He is a Science Partner for Nextech Invest, a member of the board of directors of Curebound, a member of the Board of Trustees at the Salk Institute, on the Board Foundation for the American Association for Cancer Research and on the executive committee at the University of California at San Diego Moores Cancer Center. Dr. Heyman received a B.S. in chemistry from the University of Connecticut and a Ph.D. in pharmacology from the University of Minnesota. We believe that Dr. Heyman is qualified to serve on our board of directors because of his scientific background, his extensive career in the biotechnology industry, and his experience serving as a public company director. Lori Kunkel, M.D., has served as a member of our board of directors since June 2020. Since June 2016, Dr. Kunkel has been a principal and owner of LAK505, LLC, a biotechnology consulting company. Dr. Kunkel has served as a member of the board of directors of K36 Therapeutics, Inc., a private biotechnology company, since December 2021 and as a member of the board of directors of Enliven Therapeutics, Inc., a biopharmaceutical company, since April 2024. Dr. Kunkel previously served on the board of directors of biotechnology companies Maverick Therapeutics, Inc., from January 2017 to April 2021, Loxo Oncology, Inc., from October 2014 to February 2019, and Tocagen Inc., from September 2015 to June 2020 (and as acting Chief Medical Officer from November 2018 to April 2019), as a member of the board of directors, compensation committee, and development committee of Nurix Therapeutics, Inc., a public biotechnology company, from August 2019 to August 2025, and as a member of the board of directors, compensation committee, nominating and governance committee and development committee of Curis, Inc., a public biotechnology company, from November 2016 to September 2022. Dr. Kunkel previously served as chair of the Scientific Advisory Board of Elevation Oncology, Inc. Dr. Kunkel received a B.A. from University of California, San Diego and an M.D. from University of Southern California. She is board certified in internal medicine and held board certifications in hematology and oncology. We believe that Dr. Kunkel is qualified to serve on our board of directors due to her medical and scientific background and her experience in the biotechnology industry. Steven L. Hoerter has served as a member of our board of directors since August 2021. From March 2019 to June 2024, Mr. Hoerter served as President and Chief Executive Officer of Deciphera Pharmaceuticals, Inc. (“Deciphera”), a commercial-stage public biotechnology company, when Deciphera was acquired by ONO Pharmaceutical. From February 2016 to March 2019, Mr. Hoerter served as the Chief Commercial Officer of Agios Pharmaceuticals, Inc., a public biotechnology company. From August 2011 to March 2015, Mr. Hoerter served as Senior Vice President, Commercial at Clovis Oncology, Inc., a biotechnology company, and from March 2015 to February 2016, he served as Chief Commercial Officer. Mr. Hoerter has served on the board of directors of C4 Therapeutics, Inc., a clinical-stage public biopharmaceutical company, since November 2024, and MBX Biosciences, a clinical-stage public biopharmaceutical company, since April 2025. Mr. Hoerter previously served on the board of directors of Deciphera from May 2018 until its acquisition by ONO Pharmaceutical in June 2024, Constellation Pharmaceuticals, Inc., a clinical-stage public biotechnology company, from September 2018 until its acquisition by MorphoSys AG in July 2021, and Ignyta, Inc., a publicly traded precision oncology company, from December 2016 until its acquisition by Roche Holding AG in February 2018. Mr. Hoerter holds a B.A. from Bucknell University, an M.B.A. from Tilburg University, and an M.S. in management from Purdue University. We believe that Mr. Hoerter is qualified to serve on our board of directors due to his global management and commercial experience in the biotechnology industry and his experience serving as a public company director. Angie You, Ph.D., has served as a member of our board of directors since November 2021. Since March 2023, Dr. You has served as Chief Executive Officer and member of the board of directors of Architect Therapeutics, LLC, a biotechnology company, and since February 2022, Dr. You has served as a senior advisor to Frasier Healthcare. From April 2022 to May 2023, Dr. You served as advisor to Casdin Capital. From December 2018 to January 2022, Dr. You served as Chief Executive Officer of Amunix Pharmaceuticals, Inc. (“Amunix”), an immuno-oncology company, when Amunix was acquired by Sanofi S.A. From September 2014 to December 2018, Dr. You served as Chief Business & Strategy Officer and Head of Commercial at Sierra Oncology, Inc., where she helped the company through a successful initial public offering and led the company’s strategic and transactional business and commercial efforts. Dr. You has served as a member of the board of directors of Candid Therapeutics, Inc., a biotechnology company, since October 2024 and as a member of the board of directors of Attovia Therapeutics, a biotechnology company, since July 2024. From April 2022 to March 2024, Dr. You served on the board of directors of RayzeBio, Inc., a biotechnology company. Dr. You holds an A.B. in Chemistry from Harvard College and a Ph.D. in Biochemistry from Harvard University. We believe that Dr. You is qualified to serve on our board of directors due to her drug development expertise and commercial strategy expertise in the biotechnology industry and her experience serving as a public company director.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The nominating and corporate governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the nominating and corporate governance committee from other sources. In its evaluation of director candidates, including the members of our board of directors eligible for re-election, the nominating and corporate governance committee will consider such factors as character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound judgement, tenure on the board of directors and skills that are complementary to the board of directors, an understanding of ORIC’s business, an understanding of the responsibilities that are required of a member of the board of directors, other time constraints, diversity with respect to professional background, education, race, ethnicity, gender, age, geography and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors. The nominating and corporate governance committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors. The nominating and corporate governance committee may propose to our board of directors a candidate recommended or offered for nomination by a stockholder as a nominee for election to our board of directors. Additionally, the nominating and corporate governance committee may pay fees to third parties to assist in identifying or evaluating director candidates.
Director Compensation
Director Compensation Under our director compensation policy, each non-employee director receives the cash and equity compensation for board services described below. Our compensation committee has primary responsibility for reviewing and recommending to the board of directors for approval the compensation paid to non-employee directors. Our compensation committee reviews at least annually the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by our independent compensation consulting firm, Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), regarding practices at comparable companies. As part of this analysis, Aon reviews non-employee director compensation trends and data from companies comprising the same peer group used by our compensation committee in connection with its review of executive compensation. Based on this review, our compensation committee and board of directors consider adjustments to the non-employee director compensation program in an effort to provide competitive compensation to our non-employee directors. In December 2025, our compensation committee, in consultation with Aon and based on Aon’s analysis of peer data, reviewed our director compensation policy and recommended to the board of directors, and the board of directors approved, an Amended and Restated Outside Director Compensation Policy (the “2026 Amended and Restated Director Compensation Policy”) to (i) increase the number of shares subject to the initial option award and annual option awards to be made to our non-employee directors to 80,000 and 40,000, respectively, effective after December 17, 2025, (ii) increase the cash compensation for service as a board member paid to our non-employee directors to $45,000, effective January 1, 2026, (iii) increase the cash compensation for service as a member of the audit committee to $10,000, effective January 1, 2026, (iv) increase the cash compensation for service as chairperson of the audit committee to $20,000, effective January 1, 2026, (v) increase the cash compensation for service as a member of the compensation committee to $7,500, effective January 1, 2026, and (vi) increase the cash compensation for service as chairperson of the compensation committee to $15,000, effective January 1, 2026. The changes to the 2026 Amended and Restated Director Compensation Policy were approved to provide market competitive compensation in order to attract and retain our highly skilled non-employee directors, consistent with our compensation philosophy. The compensation committee will periodically evaluate the form of equity awards (e.g., stock option versus full-value equity awards) in light of evolving market practices. The director compensation policy includes a maximum annual limit of $500,000 of cash compensation and equity awards that may be paid, issued or granted to a non-employee director in any fiscal year, increased to $750,000 in the fiscal year the non-employee director joins the board of directors as an outside director. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with GAAP). Any cash compensation paid or equity awards granted to a person for their services as an employee, or for their services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. Cash Compensation Non-employee directors are entitled to receive the following cash compensation for their services under the policy:
Director Compensation
| • | $40,000 per year for service as a board member (increased to $45,000, effective January 1, 2026, as a result of the 2026 Amended and Restated Director Compensation Policy); |
Director Compensation
| • | $40,000 per year for service as chairperson of the board; |
Director Compensation
| • | $15,000 per year for service as chairperson of the audit committee (increased to $20,000, effective January 1, 2026, as a result of the 2026 Amended and Restated Director Compensation Policy); |
Director Compensation
| • | $7,500 per year for service as an audit committee member (increased to $10,000, effective January 1, 2026, as a result of the 2026 Amended and Restated Director Compensation Policy); |
Director Compensation
| • | $10,000 per year for service as chairperson of the compensation committee (increased to $15,000, effective January 1, 2026, as a result of the 2026 Amended and Restated Director Compensation Policy); |
Director Compensation
| • | $5,000 per year for service as a compensation committee member (increased to $7,500, effective January 1, 2026, as a result of the 2026 Amended and Restated Director Compensation Policy); |
Director Compensation
| • | $10,000 per year for service as chairperson of the nominating and corporate governance committee; and |
Director Compensation
| • | $5,000 per year for service as a nominating and corporate governance committee member. |
Director Compensation
Increases to cash compensation for 2026 were driven by a number of factors, including market practices and the time commitment for board service and committee roles. Each non-employee director who serves as the chair of a committee shall not receive the additional annual cash fee as a member of the committee. The chairperson of the board of directors shall receive the cash fee for service as chairperson of the board in addition to the annual cash fee for service as a board member. All cash payments to non-employee directors are paid quarterly in arrears on a pro-rated basis. Equity Compensation Initial Option Award. Each person who first becomes a non-employee director will receive, on the date of the first board of directors or compensation committee meeting occurring on or after the date on which the person first becomes a non-employee director, an initial stock option award to purchase 70,000 shares of our common stock (increased to 80,000 shares of our common stock, effective after December 17, 2025, as a result of the 2026 Amended and Restated Director Compensation Policy). The initial stock option award will vest as to 1/36th of the total number of shares on each monthly anniversary of the commencement of the individual’s service as a non-employee director, subject to the director’s continued service to us through the applicable vesting date. Annual Option Award. Each non-employee director automatically will receive, on the date that the Company’s executive officers are made focal equity grants in January of each year, an annual stock option award to purchase 35,000 shares of our common stock (increased to 40,000 shares of our common stock, effective after December 17, 2025, as a result of the 2026 Amended and Restated Director Compensation Policy), except that the first annual stock option award received by an individual who becomes a non-employee director will be reduced by calculating the number as follows: (x) 35,000 shares (increased to 40,000 shares, effective after December 17, 2025, as a result of the 2026 Amended and Restated Director Compensation Policy) divided by (y) (1) the total number of fully completed months between the date the individual becomes a non-employee director and the date on which such annual stock option award is granted divided by (2) twelve (12) (rounded to the nearest whole share). The annual stock option award will vest as to 1/12th of the total number of shares on each monthly anniversary of the grant date of the annual stock option award, subject to the director’s continued service to us through the applicable vesting date. Changes to equity award compensation for 2026 were driven by a number of factors, including market practices and the time commitment for board service and committee roles. The compensation committee will periodically evaluate the form and size of equity awards in light of evolving market practices. In the event of a “change in control” (as defined in our 2020 Plan), each non-employee director will fully vest in their outstanding company equity awards granted to them while a non-employee director, including any initial stock option award or annual stock option award, immediately prior to the consummation of the change in control. All initial stock option awards and annual stock option awards will have an exercise price equal to the fair market value of a share of our common stock on the date of grant, and a maximum term of 10 years. The following table presents the total compensation each of our non-employee directors earned during the year ended December 31, 2025. Dr. Chacko was our only employee who served as a director during 2025 and did not receive any additional compensation for his services as a director. See the section titled “Executive Compensation” for information about Dr. Chacko’s compensation.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Richard Heyman, Ph.D.(2) | 100,000 | 206,021 | 306,021 | | Mardi C. Dier(3) | 60,000 | 206,021 | 266,021 | | Steven L. Hoerter(4) | 52,500 | 206,021 | 258,521 | | Lori Kunkel, M.D.(5) | 45,000 | 206,021 | 251,021 | | Angie You, Ph.D.(6) | 52,500 | 206,021 | 258,521 |
Director Compensation
| (1) Consists of grants made in 2025 to the Company’s non-employee directors pursuant to the annual stock option award. The amounts disclosed represent the aggregate grant date fair value of the award as calculated in accordance with ASC 718. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting of the applicable awards. For a discussion of how we calculate stock-based compensation expense, see Note 9 to the Financial Statements included in our Annual Report on Form 10-K filed on February 23, 2026. |
Director Compensation
| (2) As of December 31, 2025, Dr. Heyman held outstanding option awards covering 200,303 shares. |
Director Compensation
| (3) As of December 31, 2025, Ms. Dier held outstanding option awards covering 184,675 shares. |
Director Compensation
| (4) As of December 31, 2025, Mr. Hoerter held outstanding option awards covering 164,633 shares. |
Director Compensation
| (5) As of December 31, 2025, Dr. Kunkel held outstanding option awards covering 95,740 shares. |
Director Compensation
| (6) As of December 31, 2025, Dr. You held outstanding option awards covering 159,508 shares. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors is currently composed of six (6) members. In accordance with our certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.
General
| • | The Amended 2020 Plan provides reasonable limits on non-employee director compensation; |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for the years ended December 31, 2025 and December 31, 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Jacob M. Chacko, M.D. | 2025 | 657,500 | 826,000 | 3,634,560 | 434,000 | 15,104(3) | 5,567,164 | | President and Chief Executive Officer | 2024 | 627,333 | 776,900 | 3,466,878 | 396,800 | 14,904(4) | 5,282,815 | | Dominic Piscitelli | 2025 | 482,917 | 280,840 | 1,226,664 | 231,900 | 15,104(5) | 2,237,425 | | Chief Financial Officer | 2024 | 458,083 | 274,200 | 1,223,604 | 210,800 | 15,272(6) | 2,181,959 | | Pratik Multani, M.D. | 2025 | 513,333 | 280,840 | 1,226,664 | 246,500 | 15,104(7) | 2,282,441 | | Chief Medical Officer | 2024 | 493,583 | 274,200 | 1,223,604 | 227,100 | 14,904(8) | 2,233,391 |
Summary Compensation Table
| (1) With respect to the equity awards granted in 2025 and 2024, the amounts disclosed represent the aggregate grant date fair value of the award as calculated in accordance with ASC 718. All equity awards are also subject to vesting acceleration under certain circumstances as more fully described in the section titled “ —Potential Payments Upon Termination or Change in Control.” The amounts in this column do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the |
Summary Compensation Table
| applicable awards. For a discussion of how we calculate stock-based compensation expense, see Note 9 to the Financial Statements included in our Annual Report on Form 10-K filed on February 23, 2026. |
Summary Compensation Table
| (2) The 2025 amounts reported represent cash bonuses earned under our 2025 bonus plan based upon the achievement of company objectives for the year ended December 31, 2025, which were paid in 2026. The 2024 amounts reported represent cash bonuses earned under our 2024 bonus plan based upon the achievement of company objectives for the year ended December 31, 2024, which were paid in 2025. Our bonus plans are more fully described below under the section titled “ —Non-Equity Incentive Plan Compensation.” |
Summary Compensation Table
| (3) The amount reported represents $14,000 in 401(k) plan matching contributions, $504 for life insurance premiums, and $600 for annual wellness allowance. |
Summary Compensation Table
| (4) The amount reported represents $13,800 in 401(k) plan matching contributions, $504 for life insurance premiums, and $600 for annual wellness allowance. |
Summary Compensation Table
| (5) The amount reported represents $14,000 in 401(k) plan matching contributions, $504 for life insurance premiums, and $600 for annual wellness allowance. |
Summary Compensation Table
| (6) The amount reported represents $13,800 in 401(k) plan matching contributions, $504 for life insurance premiums, $600 for annual wellness allowance, and $368 for a five-year anniversary payment. |
Summary Compensation Table
| (7) The amount reported represents $14,000 in 401(k) plan matching contributions, $504 for life insurance premiums, and $600 for annual wellness allowance. |
Summary Compensation Table
| (8) The amount reported represents $13,800 in 401(k) plan matching contributions, $504 for life insurance premiums, and $600 for annual wellness allowance. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025:
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($)(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 ($)(2) | | Jacob M. Chacko, M.D. | 5/10/2018(3) | 850,500 | | 1.60 | 5/09/2028 | | | | | 7/20/2022(4) | 437,500 | | 4.36 | 7/19/2032 | | | | | 7/20/2022(4) | 495,416 | 84,584(5) | 4.36 | 7/19/2032 | | | | | 2/01/2023(4) | 283,333 | 116,667(6) | 6.00 | 1/31/2033 | | | | | 1/02/2024(4) | 244,375 | 265,625(7) | 9.14 | 1/01/2034 | | | | | 1/02/2024(4) | | | | | 28,334(8) | 231,772 | | | 1/02/2025(4) | | 600,000(9) | 8.26 | 1/01/2035 | | | | | 1/02/2025(4) | | | | | 66,667(10) | 545,336 | | Dominic Piscitelli | 7/20/2022(4) | 282,750 | | 4.36 | 7/19/2032 | | | | | 7/20/2022(4) | 169,765 | 28,985(5) | 4.36 | 7/19/2032 | | | | | 2/01/2023(4) | 102,708 | 42,292(6) | 6.00 | 1/31/2033 | | | | | 1/02/2024(4) | 86,250 | 93,750(7) | 9.14 | 1/01/2034 | | | | | 1/02/2024(4) | | | | | 10,000(8) | 81,800 | | | 1/02/2025(4) | | 202,500(9) | 8.26 | 1/01/2035 | | | | | 1/02/2025(4) | | | | | 22,667(10) | 185,416 | | Pratik Multani, M.D. | 9/20/2018(3) | 231,250 | | 1.60 | 9/19/2028 | | | | | 7/20/2022(4) | 147,500 | | 4.36 | 7/19/2032 | | | | | 7/20/2022(4) | 169,765 | 28,985(5) | 4.36 | 7/19/2032 | | | | | 2/01/2023(4) | 102,708 | 42,292(6) | 6.00 | 1/31/2033 | | | | | 1/02/2024(4) | 86,250 | 93,750(7) | 9.14 | 1/01/2034 | | | | | 1/02/2024(4) | | | | | 10,000(8) | 81,800 | | | 1/02/2025(4) | | 202,500(9) | 8.26 | 1/01/2035 | | | | | 1/02/2025(4) | | | | | 22,667(10) | 185,416 |
Outstanding Equity Awards at Fiscal Year-End
| (1) This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Market value is calculated based on the closing price of our common stock on December 31, 2025 (the last trading day of our fiscal year), which was $8.18. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Granted pursuant to our 2014 Equity Incentive Plan (the “2014 Plan”). |
Outstanding Equity Awards at Fiscal Year-End
| (4) Granted pursuant to our 2020 Plan. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Options will vest as to one-fourth of the underlying shares on the one-year anniversary of July 20, 2022, and as to 1/48th of the underlying shares monthly thereafter on the 20th calendar day of each month over an additional period of three years, subject to continued service to us through each such vesting date. The award also is subject to vesting acceleration under certain circumstances as more fully described in the section titled “ —Potential Payments Upon Termination or Change in Control.” |
Outstanding Equity Awards at Fiscal Year-End
| (6) Options will vest as to one-fourth of the underlying shares on the one-year anniversary of February 1, 2023, and as to 1/48th of the underlying shares monthly thereafter on the 1st calendar day of each month over an additional period of three years, subject to continued service to us through each such vesting date. The award also is subject to vesting acceleration under certain circumstances as more fully described in the section titled “ —Potential Payments Upon Termination or Change in Control.” |
Outstanding Equity Awards at Fiscal Year-End
| (7) Options will vest as to one-fourth of the underlying shares on the one-year anniversary of January 2, 2024, and as to 1/48th of the underlying shares monthly thereafter on the second calendar day of each month over an additional period of three years, subject to continued service to us through each such vesting date. The award also is subject to vesting acceleration under certain circumstances as more fully described in the section titled “ —Potential Payments Upon Termination or Change in Control.” |
Outstanding Equity Awards at Fiscal Year-End
| (8) One-third of the restricted stock unit award will vest on each of December 15, 2024, December 15, 2025 and December 15, 2026, subject to continued service to us through each such vesting date. The award also is subject to vesting acceleration under certain circumstances as more fully described in the section titled “ —Potential Payments Upon Termination or Change in Control.” |
Outstanding Equity Awards at Fiscal Year-End
| (9) Options will vest as to one-fourth of the underlying shares on the one-year anniversary of January 2, 2025, and as to 1/48th of the underlying shares monthly thereafter on the second calendar day of each month over an additional period of three years, subject to continued service to us through each such vesting date. The award also is subject to vesting acceleration under certain circumstances as more fully described in the section titled “ —Potential Payments Upon Termination or Change in Control.” |
Outstanding Equity Awards at Fiscal Year-End
| (10) One-third of the restricted stock unit award will vest on each of December 15, 2025, December 15, 2026 and December 15, 2027, subject to continued service to us through each such vesting date. The award also is subject to vesting acceleration under certain circumstances as more fully described in the section titled “ —Potential Payments Upon Termination or Change in Control.” |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We adopted a Change in Control and Severance Policy, or our Severance Policy, pursuant to which our named executive officers and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Severance Policy. This Severance Policy was developed with input from Aon regarding severance practices at comparable companies. It is designed to attract, retain and reward senior level employees. Each of our named executive officers signed a participation agreement under our Severance Policy providing for the rights to the applicable payments and benefits described below. The Severance Policy is in lieu of any other severance payments and benefits to which our named executive officers and key employees were entitled prior to signing the participation agreement under the Severance Policy. In the event of a termination of the employment of a named executive officer by the named executive officer for “good reason” or by us for a reason other than “cause,” death or “disability” (as such terms are defined in our Severance Policy), in each case, that occurs outside a period beginning on a “change in control” (as defined in our Severance Policy) and ending twelve months following a change in control (such period, the “change in control period”), then the named executive officer will be entitled to, in addition to any accrued benefits, the following payments and benefits:
Potential Payments upon Termination or Change in Control
| • | payment of their base salary as in effect immediately prior to their termination of employment for a period of nine months (twelve months, in the case of Dr. Chacko) following their termination date; |
Potential Payments upon Termination or Change in Control
| • | reimbursement or payment of the monthly premium cost of continued health coverage under COBRA, for them and their eligible dependents for a period of up to nine months (twelve months, in the case of Dr. Chacko) if they timely elect COBRA coverage, or a taxable lump sum payment in lieu thereof equal to nine months (twelve months, in the case of Dr. Chacko) of such premiums; and |
Potential Payments upon Termination or Change in Control
| • | in the case of Dr. Chacko only, acceleration of vesting of his then outstanding time-based equity awards that would have become exercisable had he continued to be employed for an additional twelve months following the date of his termination of employment. |
Potential Payments upon Termination or Change in Control
In the event of a termination of the employment of a named executive officer by the named executive officer for “good reason” or by us for a reason other than “cause,” death or “disability,” in each case, that occurs within the change in control period, then the named executive officer will be entitled to, in addition to any accrued benefits, the following payments and benefits:
Potential Payments upon Termination or Change in Control
| • | a lump sum payment equal to twelve months (eighteen months, in the case of Dr. Chacko) of the named executive officer’s annual base salary as in effect immediately prior to the named executive officer’s termination of employment; |
Potential Payments upon Termination or Change in Control
| • | a lump sum payment equal to 100% (150%, in the case of Dr. Chacko) of the named executive officer’s target annual bonus for the year in which the named executive officer’s termination of employment occurred; |
Potential Payments upon Termination or Change in Control
| • | reimbursement or payment of the monthly premium cost of COBRA, for a period of up to twelve months (eighteen months, in the case of Dr. Chacko) if they timely elect COBRA coverage, or a taxable lump sum payment in lieu thereof equal to twelve months (eighteen months, in the case of Dr. Chacko) of such premiums; and |
Potential Payments upon Termination or Change in Control
| • | all unvested shares subject to then-outstanding equity awards held by the named executive officer will accelerate in full and, in the case of performance-based awards, all performance goals will be deemed achieved at 100% unless otherwise set forth in the applicable award agreement. |
Potential Payments upon Termination or Change in Control
The receipt of the payments and benefits provided for under the Severance Policy described above is conditioned on the named executive officer signing and not revoking a separation and release of claims agreement and such release becoming effective and irrevocable no later than the 60th day following the named executive officer’s termination of employment. If any of the payments or benefits provided for under the Severance Policy or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax, the named executive officer will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to them. We are not obligated to provide any tax gross-up payments to our named executive officers.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1) (2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on TSR (4) ($) | Net Income ($ Thousands) | | 2025 | 5,567,164 | 5,691,164 | 2,259,933 | 2,303,700 | 88.91 | (129,468) | | 2024 | 5,282,815 | 4,274,740 | 2,207,675 | 1,845,596 | 87.72 | (127,847) |
PAY VERSUS PERFORMANCE
| (1) Jacob M. Chacko, M.D. was our PEO for each year presented. The individuals comprising the Non-PEO N E Os for each year presented are listed below. |
PAY VERSUS PERFORMANCE
| 2024 - 2025 | | Dominic Piscitelli | | Pratik Multani, M.D. |
PAY VERSUS PERFORMANCE
| (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
PAY VERSUS PERFORMANCE
| (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 5,567,164 | (4,460,560) | 4,584,560 | 5,691,164 | | 2024 | 5,282,815 | (4,243,778) | 3,235,703 | 4,274,740 |
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,259,933 | (1,507,504) | 1,551,271 | 2,303,700 | | 2024 | 2,207,675 | (1,497,804) | 1,135,725 | 1,845,596 |
PAY VERSUS PERFORMANCE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE
| Year | Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 4,027,954 | (49,470) | 307,664 | 298,412 | — | — | 4,584,560 | | 2024 | 3,365,449 | (699,787) | 241,397 | 328,644 | — | — | 3,235,703 |
PAY VERSUS PERFORMANCE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 1,360,800 | (17,386) | 104,604 | 103,253 | — | — | 1,551,271 | | 2024 | 1,187,804 | (263,409) | 85,200 | 126,130 | — | — | 1,135,725 |
PAY VERSUS PERFORMANCE
| (4) Assumes $100 was invested in the Company for the period starting December 31, 2023, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and the cumulative TSR over the two most recently completed fiscal years for the Company.
NEO Compensation Actually Paid and Net Income
NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net loss during the two most recently completed fiscal years .