DEF 14A of Codexis, Inc., Apr 28, 2026

DEF 14A of Codexis, Inc.

Filed Apr 28, 2026 · FY20250001193125-26-186994

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Board Structure

    Board Structure Our bylaws provide for a fixed number of directors as set by the Board. There are currently nine directors on our Board. The directors are divided into three classes, each of whom serves for a term of three years: Class I directors (who hold office until the close of the Annual Meeting), Class II directors (who hold office until the close of the 2027 annual meeting of stockholders) and Class III directors (who hold office until the close of the 2028 annual meeting of the stockholders). At each annual meeting of stockholders, the term of one of the classes of directors expires. The class of directors with a term expiring at the Annual Meeting are the Class I directors, currently consisting of three directors, Stephen G. Dilly, Raymond De Vré and Rahul Singhvi.

  3. Director Nominees

    Director Nominees Based upon the recommendation of our nominating and corporate governance committee, our Board has nominated each of Messrs. Dilly, De Vré and Singhvi for election as a Class I director to our Board. Messrs. Dilly, De Vré and Singhvi are currently serving as directors of the Company. If elected, each director nominee would serve a three-year term expiring at the close of our 2029 annual meeting of stockholders. Each director will hold office until their successor has been duly elected and qualified, or until the director’s earlier death, resignation or removal. Messrs. Dilly, De Vré and Singhvi currently serve on our Board and have agreed to be named in this proxy statement and to serve as a director if elected. Biographical information of each director nominee is furnished below under “Director Nominee Biographical Information.” Set forth below is information regarding the director nominees:

  4. Director Nominees

    | Name | Age | Director Since | Class/Term Expires | | Stephen G. Dilly, M.B.B.S., Ph.D.(1) | 66 | 2020 | Class I/2029 | | Raymond De Vré, Ph.D.(2)(3) | 58 | 2024 | Class I/2029 | | Rahul Singhvi, Sc.D.(3) | 61 | 2022 | Class I/2029 |

  5. Director Nominees

    | (1) Executive Chair of the Board. |

  6. Director Nominees

    | (2) Member of the audit committee. |

  7. Director Nominees

    | (3) Member of the science and technology committee. |

  8. Director Nominee Biographical Information

    Director Nominee Biographical Information The following biographical information is furnished with regard to the director nominees. Stephen G. Dilly, M.B.B.S., Ph.D. has been a director of Codexis since June 2020. In addition, he served as Chairman of our Board from August 2024 to November 2025 and he has served as our Executive Chair since November 2025. Dr. Dilly served as our President and Chief Executive Officer from August 2022 to November 2025. Dr. Dilly’s extensive management and transactional experience in the life science industry and experience in drug development led to the conclusion that he should serve on our Board. Dr. Dilly currently serves as President, Chief Executive Officer (since November 2025) and Chair of the Board of Directors (since December 2025) of Sonoma Biotherapeutics, Inc., a privately-held, clinical-stage biotechnology company developing treatments for autoimmune and inflammatory diseases. From May 2020 until its acquisition by GlaxoSmithKline plc in July 2022, Dr. Dilly served as Chief Executive Officer of Sierra Oncology, a public, late-stage clinical biopharmaceutical company, where he oversaw all operations of the company, and as a member of Sierra’s board of directors. Dr. Dilly received the Bloom-Burton award for his leadership of Sierra Oncology. Dr. Dilly previously served as Chief Executive Officer of Aimmune Therapeutics, a public biopharmaceutical company that was acquired by Nestlé Health Science, from April 2014 to June 2018, and as a member of Aimmune’s board of directors from April 2013 to June 2018. Dr. Dilly was Chief Executive Officer of PhotoThera, Inc., a medical device company, from January 2012 to December 2012. From 2006 to 2011, Dr. Dilly served as President and Chief Executive Officer and a member of the board of directors of APT Pharmaceuticals, Inc., a drug development company. From 2007 to 2009, he was a member of the board of directors of Avigen, Inc., a biopharmaceutical company, which merged with MediciNova, Inc. in December 2009. From 2003 to 2006, he served as Chief Medical Officer and Senior Vice President of Development of Chiron BioPharma, a biotechnology company which was later acquired by Novartis International AG. From 1998 to 2003, Dr. Dilly held various management positions at Genentech, Inc., a biotechnology company acquired by Roche Holding, including Vice President of Development Sciences from 2002 to 2003 and Vice President of Medical Affairs from 1998 to 2001. From 1988 to 1998, Dr. Dilly held various management positions in drug development with SmithKline Beecham, PLC, a healthcare company in the U.K. Dr. Dilly served on the board of directors of Cognoa, Inc., a digital healthcare company, from November 2018 to October 2024. From May 2010 until September 2020, Dr. Dilly served on the board of directors of Sangamo Therapeutics, Inc., a public genomic therapies company. Dr. Dilly holds an M.B.B.S. from the University of London in the U.K. and a Ph.D. in cardiac physiology from the University of London. Raymond De Vré, Ph.D. has served as a director of Codexis since November 2024. Dr. De Vré’s extensive executive-level experience led to the conclusion that he should serve on our Board. Dr. De Vré founded and has served as Managing Director at RADV Advisory, an independent strategic and operational advisory company focused on investments in the global healthcare and contract development and manufacturing organization (“CDMO”) space since August 2023. Prior to founding RADV Advisory, Dr. De Vré was the Chief Executive Officer of PolyPeptide Group, a CDMO focused on peptide- and oligonucleotide-based therapies for pharmaceutical and biotech companies globally from April 2021 to April 2023. Prior to PolyPeptide, Dr. De Vré held multiple senior leadership roles at Dr. Reddy’s Laboratories from 2012 to 2021, including Senior Vice President, Head of Biologics, and served as a member of the Management Council. Earlier in his career, he was a Partner at McKinsey & Company, working mostly in pharmaceutical and biotech practice. Dr. De Vré has served since October 2025 on the board of directors of ExcellGene SA, a biotechnology company specializing in developing and producing recombinant biologics, and since September 2025 on the board of directors of EQL Pharma AB, a public pharmaceutical company based in Sweden. Dr. De Vré holds a Ph.D. in Applied Physics from Stanford University and a master’s degree in engineering from Université Libre de Bruxelles. Rahul Singhvi, Sc.D. has served as a director of Codexis since September 2022. Dr. Singhvi’s extensive experience and expertise in research and development, operations and commercialization of pharmaceuticals led to the conclusion that he should serve on our Board. Dr. Singhvi has served as the founder and Chief Executive Officer of Axella Biosciences, Inc., a private provider of technologies to deliver end-to-end CDMO services for biologicals and ADCs, since January 2025. Dr. Singhvi served as the Chief Executive Officer and a member of the board of directors of National Resilience, Inc., a private biomanufacturing company, from July 2020 to January 2025. From October 2019 to July 2020, Dr. Singhvi was an Operating Partner at Flagship Pioneering, a life sciences innovation firm, where he was responsible for founding and operating companies launched from Flagship’s innovation foundry, Flagship Venture Labs. Before joining Flagship, from September 2013 until October 2019, Dr. Singhvi was the Chief Operating Officer of the Global Vaccine Business Unit at Takeda Pharmaceutical Company, a public pharmaceutical company, where he oversaw the worldwide supply and expansion efforts of all commercialized vaccines and development candidates within the business unit. Prior to Takeda, from August 2005 to April 2011, he was the President and Chief Executive Officer of Novavax, Inc., a public vaccine-development company. Dr. Singhvi previously served on the board of directors of ImmunoCellular Therapeutics, Ltd., a public immunotherapy company, from June 2010 to November 2018. Dr. Singhvi served on the board of directors of Stratus Therapeutics (formerly Garuda Therapeutics), a private stem cell-based cellular therapies company, from 2021 to 2025, and since 2023 has served on the Board of Trustees of the Keck Graduate Institute. Additionally, Dr. Singhvi has served on the board of directors of TAG1 since October 2024 and on the board of directors of Kairos Pharmaceuticals, Ltd., a public clinical-stage biopharmaceutical company, since December 2024. Dr. Singhvi holds a B.Tech in Chemical Engineering from the Indian Institute of Technology at Kanpur, an M.S. and Sc.D. in Chemical Engineering from the Massachusetts Institute of Technology and an M.B.A. from The Wharton School of the University of Pennsylvania. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS I DIRECTOR NOMINEES.

  9. Directors Not Standing for Election

    Directors Not Standing for Election Set forth below is information for the members of the Board who are not standing for election at this year’s Annual Meeting:

  10. Directors Not Standing for Election

    | Name | Age | Director Since | Class/Term Expires | | Cynthia Collins(2) | 68 | 2025 | Class II/2027 | | H. Stewart Parker(3)(4)(5) | 70 | 2022 | Class II/2027 | | Christos Richards(5) | 68 | 2025 | Class II/2027 | | Alison Moore, Ph.D. | 59 | 2025 | Class III/2028 | | David V. Smith(2)(3)(4)(5) | 66 | 2016 | Class III/2028 | | Esther Martinborough, Ph.D.(1)(2)(3) | 60 | 2021 | Class III/2028* |

  11. Directors Not Standing for Election

    | (1) Member of the science and technology committee. |

  12. Directors Not Standing for Election

    | (2) Member of the compensation committee. |

  13. Directors Not Standing for Election

    | (3) Member of the strategy committee. |

  14. Directors Not Standing for Election

    | (4) Member of the audit committee. |

  15. Directors Not Standing for Election

    | (5) Member of the nominating and corporate governance committee. |

  16. Directors Not Standing for Election

    | * On April 10, 2026, Dr. Martinborough, previously a director serving in Class II, resigned as a member of the Board and was immediately elected to the Board to serve as a Class III director, solely to rebalance the Board classes. |

  17. Directors Not Standing for Election

    The following director biographical information is furnished with regard to our directors (other than our director nominees) who are not standing for election at this year’s Annual Meeting. Cynthia Collins has served as a director of Codexis since March 2025. Ms. Collins’ extensive experience in genetic and cell medicines, biopharmaceuticals, life sciences, and diagnostics led to the conclusion that she should serve on our Board. Ms. Collins served as Executive Chair and Interim Chief Executive Officer of Nutcracker Therapeutics, Inc., a private contract, research, development and manufacturing organization, between February and November 2025. Ms. Collins served as Chief Executive Officer of Editas Medicine, Inc., a public gene editing company, from February 2019 to February 2021, where she was involved in dosing the first patient ever with an in-vivo gene modified therapy. Previously, Ms. Collins served as Chief Executive Officer of Human Longevity Inc., a private genomic research and in vitro diagnostics company, from January 2017 to December 2017, Chief Executive Officer/General Manager of General Electric Healthcare’s Cell Therapy and Lab Businesses from October 2013 to December 2016, and Chief Executive Officer of GenVec, Inc., a vaccine and gene therapy company from May 2012 to September 2013. Currently, Ms. Collins serves as a member of the Board of Directors of several healthcare companies, including MaxCyte, Inc. since October 2024, Alanis Therapeutics Inc. since November 2023, Certara, Inc. since July 2021, DermTech, Inc. since May 2018, and Draper Laboratory since 2021. She is also a board member of the Foundation for mRNA Medicines. Ms. Collins previously served on the board of directors of Nutcracker Therapeutics, Inc. from April 2023 to November 2025, Poseida Therapeutics, Inc., from 2021 to 2025, Panavance Therapeutics Inc., from 2021 to 2024, Triumvira Immunologics from 2018 to 2023, and Biocare Medical from 2018 to 2021. Ms. Collins holds a Bachelor of Science degree in Microbiology from the University of Illinois, Urbana and an MBA from The University of Chicago Booth School of Business. Esther Martinborough, Ph.D. has served as a director of Codexis since February 2021. Dr. Martinborough’s significant experience as an executive of biotechnology and pharmaceutical companies, as well as expertise in drug development, led to the conclusion that she should serve on our Board. Dr. Martinborough served as the Chief Scientific Officer at Escient Pharmaceuticals, a private biotechnology company, from April 2023 until its acquisition by Incyte Corporation in May 2024, after having previously served as its Senior Vice President of Research since August 2018. Between 2008 and 2018, Dr. Martinborough held roles of increasing responsibility at Receptos, Inc., a biotechnology company acquired by Celgene Corporation in 2015. From 2015 to 2018, Dr. Martinborough was Executive Director of Research at Receptos, where she headed the chemistry, biology and pharmacokinetics efforts focused on the selection of strategic new drug discovery programs in neurology and metabolic diseases. From 2008 to 2015, she served as Senior Director, Head of Chemistry at Receptos. Before Receptos, Dr. Martinborough held positions at Vertex Pharmaceuticals, a public pharmaceutical company, developing novel approaches to treating pain and at Ligand Pharmaceuticals, a public biopharmaceutical company, focused on hormonal dysfunctions. Dr. Martinborough also served from 2021 to 2025 as a board member of San Diego Squared (SD2) which is a nonprofit organization that focuses on empowering tomorrow’s STEM leaders. Dr. Martinborough holds a Ph.D. from the Swiss Institute of Technology, Zurich, and performed post-doctoral studies at the University of Illinois, at Urbana-Champaign. H. Stewart Parker has served as a director of Codexis since December 2022. Ms. Parker’s extensive experience in management of biotechnology companies and public company corporate governance led to the conclusion that she should serve on our Board. Ms. Parker has served as a Principal at Parker BioConsulting, a biotechnology consulting firm, since January 2009. From March 2011 to June 2014, Ms. Parker served in various roles at the Infectious Disease Research Institute, a not-for-profit global health research institute, including as its Chief Executive Officer, strategic advisor and a member of its board of directors. Prior to that, Ms. Parker served in various roles of leadership at biopharmaceutical companies since 1992, including as Chief Executive Officer of Targeted Genetics Corporation, a public biopharmaceutical company, which she founded. Previously, Ms. Parker served on the board of directors of Achieve Life Sciences, Inc., a public pharmaceutical company, from August 2017 to May 2021, Armata Pharmaceuticals, Inc. (formerly C3J Therapeutics, Inc.), a public biotechnology company, from May 2019 to December 2020, IMPEL Pharmaceuticals Inc., a public pharmaceutical company, from May 2014 to April 2023, Stride Bio, Inc., a private biotechnology company concentrating on gene therapy, from January 2018 to December 2023, and Inventprise, Inc., a private biotechnology company, from March 2022 to April 2025. Currently, Ms. Parker serves on the board of directors of Sangamo Therapeutics, Inc., a public genomic therapies company, since June 2014, and on the Board of Trustees of Trout Unlimited, a non-profit organization dedicated to the conservation of freshwater streams, rivers, and associated upland habitats, since September 2023. Ms. Parker has also served on the advisory boards of the University of Washington Foster School of Business and College of Arts & Sciences from 2009 to 2020. Ms. Parker holds a B.A. in Slavic Language & Literature and an M.B.A. in Finance and International Business from the University of Washington. Christos Richards has served as a director of Codexis since January 2025. Mr. Richards’s extensive global executive advisory and search experience for the biopharmaceutical and healthcare industry led to the conclusion that he should serve on our Board. Mr. Richards has served as a Partner and as Global Head of Healthcare and Life Sciences at Calibre One, Inc., an international executive search firm, since October 2022. Prior to joining Calibre One, Mr. Richards served as a consultant with the global life sciences team at Spencer Stuart, Inc., and a member of Spencer Stuart’s global BioPharma Board Practice from October 2019 to September 2022. Prior to that, Mr. Richards was a partner at Catalyst Advisors, LLC, an executive search firm, from January 2014 to October 2019. From October 1998 to January 2014, Mr. Richards held positions of increasing responsibility at Levin & Company, Inc., an executive search and consulting firm, including serving as Levin & Company’s Chief Executive Officer from January 2009 to January 2014. Mr. Richards served as a Principal of Stanton Chase International from July 1996 to October 1998. From 1987 to July 1996, Mr. Richards founded and served as Chief Executive Officer of Career Connection/Nexium Inc. Previously, Mr. Richards served on the board of directors of Coherus BioSciences, Inc., a publicly traded biopharmaceutical company, from its initial public offering in November 2014 to November 2020. Mr. Richards earned his diploma in 1980 in hospitality management from the Schweizerische Wirteschule in Lucerne/Davos, Switzerland.

  18. Directors Not Standing for Election

    Alison Moore, Ph.D., has served as our President and Chief Executive Officer since November 2025 and previously served as our Chief Technical Officer from September 2024 to November 2025. Dr. Moore previously served as a director of Codexis from June 2020 until September 2024, and was reappointed as a director of our Board in November 2025. Dr. Moore’s extensive experience in biotechnology and pharmaceutical companies led to the conclusion that she should serve on our Board. Dr. Moore served as the Chief Technical Officer of Allogene Therapeutics, Inc., a public biotechnology company, from June 2018 to April 2023. Prior to Allogene, she served as Senior Vice President, Process Development at Amgen Inc., a public biotechnology company, from January 2013 until June 2018. Dr. Moore has previously held senior roles at Amgen in Operations Technology from January 2013 until August 2014, Process and Product Engineering from January 2011 until January 2013, and Corporate Manufacturing from August 2008 until December 2010. Prior to these positions, she was Vice President of Site Operations at Amgen’s Fremont, California, manufacturing facility, from March 2006 until August of 2008. Before re-joining Amgen, from 2005 to 2006, Dr. Moore was a Director in Chemistry, Manufacturing and Controls, and Regulatory Affairs at Genentech, Inc. Prior to Genentech, she held roles of increasing responsibility in Process Development at Amgen from 1996 through the end of 2004. Dr. Moore served as a member of the technical advisory board of National Resilience, Inc., a private biomanufacturing company, from 2021 to 2025. Additionally, Dr. Moore has served on the board of directors of Artiva Biotherapeutics, Inc., a public clinical-stage biotechnology company, since October 2024. Dr. Moore previously served as an executive board member for the Alliance for Regenerative Medicine, an international advocacy organization dedicated to realizing the promise of regenerative medicines and advanced therapies, from January 2022 to October 2023. Dr. Moore was a Postdoctoral Research Fellow at Genentech from 1993 to 1996, and prior to that, she was a Postdoctoral Research Fellow at the Medical University of Lübeck, Germany. Dr. Moore holds both a bachelor’s degree in Pharmacology with Honors and a Ph.D. in Cell Biology from Manchester University, England. David V. Smith has served as a director of Codexis since March 2016, and as Lead Independent Director of our Board since August 2024. Mr. Smith’s extensive experience in financial management, corporate finance and corporate governance led to the conclusion that he should serve on our Board. Mr. Smith served as Executive Vice President and Chief Financial Officer of Five Prime Therapeutics, Inc., a public company focused on discovering and developing novel immuno-oncology protein therapeutics, from November 2018 until its acquisition by Amgen, Inc. in April 2021. Previously, Mr. Smith served as Chief Operating Officer of IntegenX, a private company focused on rapid DNA identification technology, until its acquisition by Thermo Fisher Scientific in March 2018. Prior to IntegenX, he was Executive Vice President and Chief Financial Officer of Thoratec Corporation, a public company focused on the development of advanced therapy options for the treatment of heart disease, from December 2006 until July 2011. Prior to joining Thoratec in 2006, Mr. Smith served as Vice President and Chief Financial Officer of Chiron Corporation, which he joined in 1999, and where he held a number of positions of increasing responsibility, including Vice President, Principal Accounting Officer and Controller, and Vice President of Finance. Mr. Smith served as the Vice President of Finance and Chief Financial Officer at Anergen Incorporated from 1997 to 1999. From 1988 to 1997, Mr. Smith served in various financial management positions with Genentech, Inc., both in the United States and Europe. He previously held finance positions at Syntex Corporation and IBM Corporation. Mr. Smith previously served as chair of the audit committee and a director of OncoGenex Pharmaceuticals, Inc., a public biopharmaceutical company, from 2010 to 2017. He also served on the board of directors of Perlegen Sciences, Inc., a private biotechnology company, from 2006 to 2009, and of Acepodia, Inc., a private biotechnology company, from 2022 to 2023. Mr. Smith has served since 2022 on the board of directors of IO Biotech, a public clinical-stage biopharmaceutical company developing novel, immune-modulating cancer therapies. From August 2021 to August 2025, Mr. Smith served on the board of directors of Neurelis Inc., private commercial-stage neuroscience company focused on the development and commercialization of therapeutics for the treatment of epilepsy and orphan neurologic disorders. Additionally, Mr. Smith previously served as an advisor to Monterey Bio Acquisition Corporation, a public special purpose acquisition company, from 2021 to 2023. Mr. Smith holds a B.A. in Economics and History from Willamette University and an M.B.A. specializing in finance from Golden Gate University.

  19. Director Compensation

    Director Compensation Our non-employee director compensation policy, pursuant to which we compensate our non-employee directors with a combination of cash and equity, is intended to be fair and competitive to account for the time and effort required of a director of the Company. With respect to 2025, our non-employee directors received the annual cash compensation noted below, which was paid quarterly in arrears. The 2025 director compensation program did not change as compared to 2024, except that, in April 2025, the Board amended our non-employee director compensation policy to provide for the grant of restricted stock units, rather than restricted stock, in connection with the initial and annual equity awards to our non-employee directors.

  20. Director Compensation

    | | Annual Retainer ($) | | Board Chair | 110,000 | | Board Director | 50,000 | | Lead Independent Director | 35,000 | | Audit Committee - Member | 20,000 | | Audit Committee - Chair | 30,000 | | Compensation Committee - Member | 20,000 | | Compensation Committee - Chair | 30,000 | | Nominating and Corporate Governance Committee - Member | 10,000 | | Nominating and Corporate Governance Committee - Chair | 15,000 | | Science and Technology Committee - Member | 10,000 | | Science and Technology Committee - Chair | 15,000 | | Strategy Committee - Member | 10,000 | | Strategy Committee - Chair | 15,000 |

  21. Director Compensation

    | * Dr. Dilly, Executive Chair of the Board of Directors and former President and Chief Executive Officer, does not receive any additional compensation for serving as Executive Chair of the Board of Directors. Please see the “2025 Summary Compensation Table” for the compensation received by Dr. Dilly with respect to 2025. |

  22. Director Compensation

    In addition to the annual cash retainers described above, our non-employee director compensation policy provides that, upon initial election or appointment to our Board, each non-employee director is automatically granted restricted stock units covering a number of shares of our common stock equal to $200,000 divided by the per share closing trading price of our common stock on the date of grant. Such initial restricted stock units vest as to one-third of the total number of shares subject to the award on the first anniversary of the date the director commences service on our Board, with the remainder of the award vesting at a rate of one-third of the total number of shares subject to the award each year thereafter, subject to the director’s continued service to the Company on each applicable vesting date. In addition, the policy provides that, on the date of each annual meeting of stockholders, each non-employee director is granted restricted stock units covering a number of shares of our common stock equal to $100,000 divided by the per share closing trading price of our common stock on the date of grant. Such annual restricted stock units vest as to all of the shares subject to the award on the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the director’s continued service to the Company on such vesting date. Additionally, Dr. Singhvi also receives an annual cash retainer of $25,000 as a member of our Strategic Advisory Board. The following table sets forth information regarding the compensation earned by our non-employee directors who served during the fiscal year ended December 31, 2025, other than Drs. Dilly and Moore. Dr. Moore, our current President and Chief Executive Officer was reappointed as a director in November 2025 and did not receive any compensation for her service as a director. Dr. Dilly, Executive Chair of the Board of Directors and former President and Chief Executive Officer through November 2025, received compensation under the director compensation program after he transitioned to serve as our Executive Chair. Please see the “2025 Summary Compensation Table” for the compensation received by Drs. Dilly and Moore with respect to 2025.

  23. 2025 Director Compensation Table

    2025 Director Compensation Table

  24. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Raymond De Vré, Ph.D. | 61,196 | 100,000 | — | 161,196 | | Byron L. Dorgan(3) | 26,786 | — | — | 26,786 | | Esther Martinborough, Ph.D. | 75,000 | 100,000 | — | 175,000 | | H. Stewart Parker | 95,000 | 100,000 | — | 195,000 | | Christos Richards(5) | 70,426 | 300,000 | — | 370,426 | | Rahul Singhvi, Sc.D. | 80,000 | 100,000 | 25,000 | 205,000 | | David V. Smith | 165,000 | 100,000 | — | 265,000 | | Dennis P. Wolf | 90,000 | 100,000 | — | 190,000 | | Cynthia Collins(4) | 53,278 | 300,000 | — | 353,278 |

  25. 2025 Director Compensation Table

    | (1) The amounts reported in the “Stock Awards” column reflect the grant date fair value of restricted stock units granted during the year ended December 31, 2025 calculated in accordance with FASB ASC Topic 718. The grant date fair value for the restricted stock units is determined based on the closing stock price on the date of grant. The following table sets forth the number of shares of restricted stock units and stock options held by each non-employee director as of December 31, 2025. |

  26. 2025 Director Compensation Table

    | Name | Options Outstanding (#) | Shares of Restricted Stock / Restricted Stock Units Outstanding (#) | | Raymond De Vré, Ph.D. | — | 72,880 | | Esther Martinborough, Ph.D. | — | 40,983 | | H. Stewart Parker | — | 40,983 | | Christos Richards | — | 85,133 | | Rahul Singhvi, Sc.D. | 10,000 | 40,983 | | David V. Smith | — | 40,983 | | Dennis P. Wolf | — | 40,983 | | Cynthia Collins | — | 112,157 |

  27. 2025 Director Compensation Table

    | (2) The amount reported in the “All Other Compensation” column reflect the fees earned or paid to Dr. Singhvi during the year ended December 31, 2025 in connection with his service as a member of our Strategic Advisory Board. |

  28. 2025 Director Compensation Table

    | (3) Mr. Dorgan did not stand for re-election at our 2025 annual meeting of stockholders. |

  29. 2025 Director Compensation Table

    | (4) Ms. Collins was appointed to our Board effective March 28, 2025. |

  30. 2025 Director Compensation Table

    | (5) Mr. Richards was appointed to our Board effective January 14, 2025. |

  31. EXECUTIVE COMPENSATION

    During 2025, we enacted several changes to our leadership team. On November 7, 2025, Alison Moore was appointed President and Chief Executive Officer, succeeding Stephen G. Dilly. Dr. Dilly continues to serve as Executive Chair of the Board and, in that capacity, receives cash fees and is eligible for annual equity awards in accordance with the Company’s non-employee director compensation program. Effective November 7, 2025, Kevin Norrett ceased to serve as Chief Operating Officer. Mr. Norrett became entitled to receive severance payments under his change of control severance agreement based on a qualifying termination of employment without cause and will continue to provide consulting services to the Company to support the transition of his role through November 6, 2026. Also in November 2025, Georgia Erbez assumed the additional role of Chief Business Officer, and Stefan Lutz was promoted to Chief Scientific Officer.

  32. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes the compensation that we paid to our named executive officers related to the year ended December 31, 2025 and, to the extent required by the SEC disclosure rules, the year ended December 31, 2024.

  33. 2025 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Alison Moore, Ph.D. | 2025 | 524,732 | 255,994 | 1,065,223 | 463,125 | 14,205 | 2,323,279 | | President and Chief Executive Officer | 2024 | 115,382 | 248,498 | 609,780 | 57,691 | 71,586 | 1,102,937 | | Georgia Erbez | 2025 | 507,423 | 117,444 | 487,523 | 237,500 | 1,040 | 1,350,930 | | Chief Financial Officer and Chief Business Officer | 2024 | 115,382 | 148,500 | 609,780 | 57,691 | 240 | 931,593 | | Stefan Lutz, Ph.D. | 2025 | 481,572 | 76,475 | 317,457 | 232,750 | 14,840 | 1,123,094 | | Chief Scientific Officer | | | | | | | | | Stephen G. Dilly, M.B.B.S., Ph.D. | 2025 | 758,903 | 374,954 | 489,686 | 521,051 | 50,007 | 2,194,601 | | Executive Chair of the Board of Directors and former President and Chief Executive Officer | 2024 | 713,550 | 437,446 | 1,732,961 | 535,163 | 53,800 | 3,472,920 | | Kevin Norrett, M.B.A. | 2025 | 501,298 | 57,306 | 10,582 | 250,000 | 514,720 | 1,333,906 | | Former Chief Operating Officer | 2024 | 474,485 | 159,668 | 632,616 | 237,242 | 14,840 | 1,518,851 |

  34. 2025 Summary Compensation Table

    | (1) On November 7, 2025, Dr. Moore was appointed as our President and Chief Executive Officer. Dr. Dilly ceased serving in these roles but continued to serve as Executive Chair of the Board of Directors through December 31, 2025. Mr. Norrett terminated employment with the Company, Ms. Erbez assumed the additional role of Chief Business Officer and Dr. Lutz was appointed our Chief Scientific Officer. |

  35. 2025 Summary Compensation Table

    | (2) The amounts reported in the “Stock Awards” and “Option Awards” columns for 2025 represent the grant date fair value of restricted stock units and stock options calculated in accordance with FASB ASC Topic 718. The grant date fair value for the restricted stock unit and restricted stock awards is determined based on the closing stock price on the date of grant. The valuation assumptions used in determining the grant date fair values for the option awards are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. With respect to Dr. Dilly and Mr. Norrett, the amounts reported reflect the incremental fair value of equity awards modified upon termination, determined in accordance with ASC 718, based on stock options and restricted stock units that remain eligible to vest following termination (for Dr. Dilly, subject to his continued service to the Company on each applicable vesting date, and for Mr. Norrett, through November 2026). The incremental fair value for restricted stock units was based on the closing price of the Company’s common stock as of their termination date. The valuation assumptions used in determining the incremental fair values for the option awards are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  36. 2025 Summary Compensation Table

    | (3) The amounts reported in this column for 2025 reflect bonus payments made pursuant to the Executive Incentive Compensation Plan earned based on corporate and individual achievement and which were paid in early 2026. |

  37. 2025 Summary Compensation Table

    | (4) Amounts reflect the following for each named executive officer: Dr. Moore: a cell phone stipend of $1,040 and a 401(k) matching contribution of $13,165; Ms. Erbez: a cell phone stipend of $1,040; Dr. Lutz: a cell phone stipend of $1,040 and a 401(k) matching contribution of $13,800; Dr. Dilly: a travel allowance of $35,385, a cell phone stipend of $920, and a 401(k) matching contribution of $13,702; and Mr. Norrett: a cell phone stipend of $920, a 401(k) matching contribution of $13,800, and a severance payment of $500,000. |

  38. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table shows grants of stock options, restricted stock units and shares of restricted stock outstanding on December 31, 2025, the last day of our fiscal year, for each of our named executive officers.

  39. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | | 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) | | Alison Moore, Ph.D. | 10/10/2024 | 93,750 | 206,250 | 2.97 | 10/10/2034 | 33,333 | 54,333 | | | 2/5/2025 | — | 161,250 | 4.37 | 2/5/2035 | 26,875 | 43,806 | | | 11/13/2025 | — | 500,000 | 1.63 | 11/13/2035 | 85,000 | 138,550 | | Georgia Erbez | 10/10/2024 | 93,750 | 206,250 | 2.97 | 10/10/2034 | 33,333 | 54,333 | | | 2/5/2025 | — | 161,250 | 4.37 | 2/5/2035 | 26,875 | 43,806 | | Stefan Lutz, Ph.D. | 5/5/2020 | 25,500 | — | 11.79 | 5/5/2030 | — | — | | | 5/5/2020 | 8,800 | — | 11.79 | 5/5/2030 | — | — | | | 2/16/2021 | 10,000 | — | 26.16 | 2/16/2031 | — | — | | | 2/16/2021 | 16,006 | — | 26.16 | 2/16/2031 | — | — | | | 2/7/2022 | 12,458 | 542 | 19.39 | 2/7/2032 | — | — | | | 2/7/2022 | 17,000 | — | 19.39 | 2/7/2032 | — | — | | | 2/21/2023 | 79,687 | 32,813 | 5.44 | 2/21/2033 | 12,500 | 20,375 | | | 1/1/2024 | 133,780 | 75,620 | 3.05 | 1/1/2034 | 23,266 | 37,924 | | | 2/5/2025 | — | 105,000 | 4.37 | 2/5/2035 | 17,500 | 28,525 | | Stephen G. Dilly, M.B.B.S., Ph.D. | 8/1/2022 | 583,333 | 116,667 | 6.73 | 8/1/2032 | — | — | | | 2/21/2023 | 239,062 | 98,438 | 5.44 | 2/21/2033 | 37,500 | 61,125 | | | 1/1/2024 | 549,748 | 310,752 | 3.05 | 1/1/2034 | 95,616 | 155,854 | | | 2/5/2025 | — | 532,500 | 4.37 | 2/5/2035 | 88,750 | 144,663 | | Kevin Norrett, M.B.A.(3) | 10/3/2022 | 327,279 | 86,126 | 6.07 | 10/3/2032 | — | — | | | 2/21/2023 | 47,812 | 19,688 | 5.44 | 2/21/2033 | 7,500 | 12,225 | | | 1/1/2024 | 200,685 | 113,440 | 3.05 | 1/1/2034 | 34,900 | 56,887 | | | 2/5/2025 | — | 161,250 | 4.37 | 2/5/2035 | 26,875 | 43,806 |

  40. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (1) Except as otherwise noted, each stock option vests as to 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and as to 1/48th of the total number of shares subject to the option on each monthly anniversary thereafter, in each case, subject to continued service to us, and each restricted stock unit award vests in three substantially equal installments on each anniversary of the vesting commencement date, subject to continued service to us. Stock options granted on January 1, 2024 vest as to one-third of the underlying shares on the first anniversary of the vesting commencement date and the remainder of the shares vest at a rate of 1/36th of the total shares subject to the option each month thereafter, in each case subject to continued service to us. |

  41. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (2) The market value of restricted stock units is calculated using $1.63, the closing trading price of our common stock on December 31, 2025. |

  42. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | (3) The equity awards reported in this table for Mr. Norrett continued to vest based on his continued service as consultant to the Company through November 6, 2026. |

  43. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  44. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans.

  45. Disclosure

    | (4) Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |