DEF 14A of Janux Therapeutics, Inc., Apr 28, 2026

DEF 14A of Janux Therapeutics, Inc.

Filed Apr 28, 2026 · FY20250001193125-26-187095

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board of Directors currently consists of nine members. There are two directors in Class II, the class whose term of office expires at this Annual Meeting, who are standing for re-election to our Board of Directors: Eric Dobmeier and Natasha Hernday. The third and fourth directors in Class II, Sheila Gujrathi, M.D. and Alana McNulty, are not standing for re-election to our Board of Directors and their term of office will expire following the Annual Meeting. Accordingly, following the Annual Meeting, the Board of Directors will consist of seven members. The two nominees for Class II director, Mr. Dobmeier and Ms. Hernday, were nominated for re-election to the Board of Directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board of Directors. As Dr. Gujrathi and Ms. McNulty are not standing for re-election at the Annual Meeting, in order to achieve a more equal balance of membership among the Company’s classes of directors, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors approved the reappointment of Eric Dobmeier as a member of the Board of Directors and Class II director immediately following his resignation from the Board of Directors and Class III director, each effective as of April 28, 2026. If elected at the Annual Meeting, each of these nominees for director would serve for a three-year term until our 2029 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting. All of our then active directors attended the 2025 Annual Meeting of Stockholders other than Dr. Gujrathi and Winston Kung. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. Each nominee has agreed to serve as a director if elected and we have no reason to believe that any nominee will be unable to serve. The Nominating and Corporate Governance Committee seeks to assemble a Board of Directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct the Company’s business. The Nominating and Corporate Governance Committee and the Board of Directors also seek to attain diversity and balance among directors of race, gender, geography, thought, viewpoints, and backgrounds. To those ends, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members through diversity and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director/nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

  2. Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting

    Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting Natasha Hernday, 54, has served as a member of our Board of Directors since July 2024. Ms. Hernday brings extensive experience in business development, corporate strategy and alliance management, having served as Chief Business Officer and a member of the Executive Committee at Seagen Inc. (“Seagen”) from December 2022 until its acquisition by Pfizer in December 2023, and previously as Executive Vice President, Corporate Development from October 2020 until December 2022. Ms. Hernday joined Seagen in 2011 where she built and led the business development team responsible for licensing deals, acquisitions and strategic alliances. Prior to her role at Seagen, Ms. Hernday spent 16 years at Amgen, Inc. (“Amgen”), where she began her career in discovery research, then held various leadership positions in corporate development and corporate strategy, including as Director, Mergers & Acquisitions and as Director, Out-Partnering, playing a key role in numerous high-value transactions. Ms. Hernday has served on the boards of directors of Xoma Corp. since June 2019 and Firefly Biologics, Inc. since September 2024 and on the Knight Campus External Advisory Board for the University of Oregon. Ms. Hernday previously served on the boards of directors of Alpine Immune Sciences, Inc., from December 2020 until its acquisition by Vertex Pharmaceuticals Incorporated in May 2024, and PDL BioPharma, Inc., from June 2019 until January 2021. Ms. Hernday received a B.A. in microbiology from the University of California, Santa Barbara and an M.B.A. from Pepperdine University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Hernday’s extensive experience as a senior executive officer at multiple biotechnology companies and educational background provide her with the qualifications and skills to serve as a member of our Board of Directors. Eric Dobmeier, 57, has served as a member of our Board of Directors since July 2024. Mr. Dobmeier is an executive and board member with more than 20 years of experience in the biotechnology industry. Most recently, he served as president and CEO of Chinook Therapeutics, Inc. (“Chinook”) from April 2019 until its acquisition by Novartis AG in August 2023. Prior to Chinook, Mr. Dobmeier served as president and CEO of Silverback Therapeutics, Inc., a private biotechnology company. Previously, Mr. Dobmeier spent 16 years in a series of positions of increasing responsibility at Seagen, a public biotechnology company, including Chief Operating Officer, during the company’s growth from 60 to 1,200 employees, from a market cap of $150 million to over $8 billion and through its transition to a commercial company with FDA approval and launch of Adcetris, a novel lymphoma drug. Mr. Dobmeier is currently a venture partner at Samsara BioCapital and has served on the board of directors of Structure Therapeutics, Inc., a public biotechnology company, since December 2022, and Jade Biosciences, Inc., a public biotechnology company since October 2024, as well as several private biotechnology companies. He previously served on the boards of directors of Atara Biotherapeutics, Inc. from 2015 to May 2024 and Adaptive Biotechnologies, Inc. from 2016 to March 2021, both public biotechnology companies. Mr. Dobmeier earned his J.D. from the University of California, Berkeley School of Law and his undergraduate degree from Princeton University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Dobmeier’s experience in venture capital in the biopharmaceutical industry and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE. Sheila Gujrathi, M.D., 55, has served as a member of our Board of Directors since March 2021. Dr. Gujrathi also serves as the Executive Chair of the board of directors of Ventyx Biosciences, Inc., a public biopharmaceutical company and the Executive Chair of private biopharmaceutical companies, Lila Biologics, Inc. and Generian Pharmaceuticals, Inc. Dr. Gujrathi previously served as Chair of the board of directors of ADARx Pharmaceuticals, Inc., a biopharmaceutical company, from June 2020 to January 2025, and on the board of directors of Turning Point Therapeutics, Inc., a public biopharmaceutical company, from November 2017 to March 2021, and as Chair of the board of directors from April 2019 to March 2021. Dr. Gujrathi also previously served on the board of directors of Five Prime Therapeutics, Inc. (acquired by Amgen in April 2021) from December 2015 to June 2019 and Ambrx, Inc. from February 2014 until its acquisition in June 2015. Dr. Gujrathi is a Co-Founder of Gossamer Bio, Inc., a public biopharmaceutical company, and served as President and Chief Executive Officer from July 2018 to November 2020 and as President and Chief Operating Officer from October 2015 to June 2018 and as a member of its board of directors from October 2015 to November 2020. Previously, Dr. Gujrathi was the Chief Medical Officer of Receptos, Inc., a biopharmaceutical company, a position she held from June 2011 until its acquisition by Celgene Corporation in August 2015. Dr. Gujrathi joined Receptos, Inc. from Bristol-Myers Squibb Company (“Bristol-Meyers Squibb”), where she was Vice President of the Global Clinical Research Group in Immunology from 2008 until 2011. Prior to joining Bristol-Myers Squibb, Dr. Gujrathi worked at Genentech, Inc. (“Genentech”), where she held roles of increasing responsibility in the Immunology, Tissue Growth and Repair clinical development group from 2002 until 2008. From 1999 until 2002, Dr. Gujrathi was a management consultant at McKinsey & Company in the healthcare practice, where she provided strategic advice on a variety of projects in the healthcare and pharmaceutical industry. Dr. Gujrathi received her B.S. in Biomedical Engineering and an M.D. from Northwestern University in Medical Education. Dr. Gujrathi completed her internal medicine internship and residency at Brigham and Women’s Hospital, Harvard Medical School and is board certified in internal medicine. Dr. Gujrathi received additional training at the University of California, San Francisco and Stanford University in their Allergy and Immunology Fellowship Program. Alana McNulty, 63, has served as a member of our Board of Directors since September 2021. Ms. McNulty served as Chief Business Officer of Effector Therapeutics, Inc. (“Effector”) from July 2019 to July 2022. Previously, Ms. McNulty served as Chief Financial Officer of Effector from July 2012 until December 2020 (in a consulting capacity until October 2015). Ms. McNulty served as Chief Financial Officer of Lumena Pharmaceuticals Inc. from July 2012 until its acquisition by Shire plc in November 2014, and as Chief Financial Officer of Excaliard Pharmaceuticals, Inc. from March 2011 through its acquisition by Pfizer Inc. in November 2011. Prior to that, Ms. McNulty was acting Chief Financial Officer at BrainCells, Inc. from 2004 until 2011 and Chief Financial Officer of Elitra Pharmaceuticals Inc. from 1998 to 2003. Prior to that, Ms. McNulty was head of Corporate Development and a General Manager of a business unit at Advanced Tissue Sciences. Ms. McNulty has served on the board of directors of Lipidio Pharmaceuticals, a biopharmaceutical company, since February 2023. Ms. McNulty received a B.A. in Biology from the University of California, Santa Barbara and an M.B.A. from the Anderson School of Business at the University of California, Los Angeles.

  3. Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting

    Vickie Capps, 64, has served as a member of our Board of Directors since March 2021. Ms. Capps has also served as a member of the board of directors of Orthofix Medical, Inc., a public medical device company, since March 2025, and is a member of its audit committee and its compensation committee. In addition, Ms. Capps serves as a member of the boards of directors of Enable Injections, Inc. and Breg, Inc., both private medical device companies, a member of the senior advisory board of Consonance Capital Partners, a healthcare investment firm, and is also a member of the board of directors of the San Diego State University Research Foundation and a member of its audit committee and its finance and investment committee. Ms. Capps previously served on the board of directors of Amedisys, Inc., a public healthcare service provider, from October 2019 until the closing of its acquisition by UnitedHealth Group in August 2025, of NuVasive, Inc., a public medical device company, from June 2015 until the closing of its merger with Globus Medical, Inc. in September 2023, of Otonomy, Inc., a public biotechnology company, from March 2014 until February 2023, of Silverback Therapeutics, Inc., a public biotechnology company, from June 2020 until the closing of its merger with ARS Pharmaceuticals, Inc. in November 2022, of Synthorx, Inc., a public biotechnology company, from April 2018 until its sale to Sanofi S.A. (“Sanofi”) in January 2020, and of Connecture, Inc., a healthcare IT company, from October 2014 to April 2018. Ms. Capps has also previously served on the boards of directors of several other public and private companies, including OmniGuide Holdings, Inc., RF Surgical Systems, Inc., Eagle Rx, Inc. and SenoRx, Inc. From July 2002 to December 2013, Ms. Capps was the Chief Financial Officer of DJO Global, Inc., a medical device company. Prior to joining DJO Global, Inc., Ms. Capps served as the Chief Financial Officer of several other public and private companies. Earlier in her career, Ms. Capps was a senior audit and accounting professional at Ernst & Young LLP. Ms. Capps is a California Certified Public Accountant and was recognized as a CFO of the Year Honoree by the San Diego Business Journal in 2009 and 2010 and as a Director of the Year Honoree by the Corporate Directors Forum in 2022. Ms. Capps received a B.A. in Business Administration/Accounting from San Diego State University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Capps’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide her with the qualifications and skills to serve as a member of our Board of Directors. Jake Simson, Ph.D., 40, has served as a member of our Board of Directors since March 2021. Dr. Simson has served as a partner at RA Capital Management, L.P. (“RA Capital”) since December 2020. Previously, Dr. Simson served as an associate, analyst and principal at RA Capital from July 2013 to December 2020. Dr. Simson also serves as a member of the boards of directors of Tyra Biosciences, Inc., Bicara Therapeutics, Inc., and Septerna Inc., each a public biotechnology company. He also serves on the boards of directors of Convergent Therapeutics, Inc., Outpace Bio, Inc., Parabilis Medicines, Inc. and Vivace Therapeutics, Inc., each a private biotechnology company. Dr. Simson received an S.B. in Materials Science and Engineering from the Massachusetts Institute of Technology and a Ph.D. in Biomedical Engineering from the Johns Hopkins University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Simson’s experience in venture capital in the biopharmaceutical industry and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors.

  4. Directors Continuing in Office Until the 2028 Annual Meeting

    Directors Continuing in Office Until the 2028 Annual Meeting David Campbell, Ph.D., 67, is our founder and has served as President and Chief Executive Officer and as a member of our Board of Directors since our inception in June 2017. Prior to founding Janux, Dr. Campbell was an Entrepreneur in Residence at Avalon Ventures from March 2013 to December 2019. Dr. Campbell served as the Chief Scientific Officer for Sitari Pharmaceuticals, Inc. from November 2013 through August 2019 and for Iron Horse Therapeutics, Inc. from November 2015 to June 2019. Dr. Campbell served as the President and Chief Executive Officer of Enlibirum from November 2015 through December 2017. Dr. Campbell received a B.S. in Chemistry from Harvey Mudd College and a Ph.D. in Organic Chemistry from Cornell University, and received post-doctoral training under then University of California, Berkeley professor Dr. Peter Schultz. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Campbell’s extensive experience as a senior executive officer of biotechnology companies and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors. Ron Barrett, Ph.D., 70, has served as a member of our Board of Directors since September 2021. Dr. Barrett also serves as a member of the board of directors of Quadriga Biosciences, a private oncology company. Dr. Barrett served as Executive Chairman of Medikine, Inc., a biopharmaceutical company, from January 2023 to July 2023 and previously served as its Chief Executive Officer and Chairman of the board of directors from June 2017 until January 2023, and as its Executive Chair from December 2016 to June 2017. Dr. Barrett was a founder of XenoPort, Inc. (“XenoPort”), a biopharmaceutical company, and served as its Chief Executive Officer from 2001 to October 2015, its Chief Scientific Officer from 1999 to 2001 and as a member of its board of directors from 1999 to October 2015. Prior to XenoPort, Dr. Barrett held various positions at Affymax Research Institute, a drug discovery company now owned by GlaxoSmithKline plc, and Abbott Laboratories, a healthcare company. Dr. Barrett received a B.S. from Bucknell University and a Ph.D. in Pharmacology from Rutgers University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Barrett’s extensive experience with pharmaceutical and biotechnology companies and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors. Winston Kung, 50, has served as a member of our Board of Directors since September 2022. Mr. Kung has served as the Chief Financial Officer and Treasurer of ArriVent BioPharma, Inc., a biopharmaceutical company, since January 2024. From December 2017 to January 2024, Mr. Kung served as the Chief Operating Officer and Chief Financial Officer of PMV Pharmaceuticals, Inc., a public precision oncology company. From April 2013 to November 2017, Mr. Kung held multiple positions at Celgene Corporation, a global biopharmaceutical company (acquired by Bristol-Myers Squibb), including Vice President of Business Development and Global Alliances, and Chief Business Officer at Celgene Cellular Therapeutics (a wholly-owned subsidiary of Celgene Corporation). Prior to Celgene, Mr. Kung worked at Citigroup from June 2010 to April 2013 in its Global Healthcare Investment Banking group and at Lehman Brothers (which was subsequently acquired by Barclays) from May 2007 to June 2010 in its Global Mergers and Acquisition Group. From August 2004 to May 2007, Mr. Kung worked at Amgen, a public biopharmaceutical company, as a co-founder of the Alliance Management group, and served as the deal lead on multiple acquisitions as part of the Corporate Development group. Mr. Kung also worked at Genentech, a biotechnology company (acquired by Roche Holding AG), from November 1999 to September 2002 as part of the Business and Corporate Development group. Mr. Kung has served on the board of directors of Corbus Pharmaceuticals, a public biotechnology company, since August 2024. Mr. Kung received a B.A. in Biology and International Relations from Brown University and a M.B.A. from Harvard Business School. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Kung’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide him with the qualifications and skills to serve as a member of our Board of Directors.

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  6. Compensation Discussion & Analysis

    Compensation Discussion & Analysis This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy and objectives, discusses our executive compensation programs and policies, and analyzes how and why we arrived at fiscal year 2025 compensation decisions with respect to our named executive officers (“NEOs”). Our NEOs for 2025 were: • David Campbell, Ph.D., our President and Chief Executive Officer; • Thomas DiRaimondo, our Chief Scientific Officer; • Janeen Doyle, our Chief Corporate and Business Development Officer;(1) • Zachary McIver, D.O., Ph.D., our former Chief Medical Officer;(2) and • Byron Robinson, Ph.D., J.D., our former Chief Strategy Officer.(3) (1) Ms. Doyle joined the Company in May 2025. (2) Dr. McIver departed from the Company effective January 30, 2026. (3) Dr. Robinson’s departure from the Company effective September 18, 2025, was deemed a termination without “Cause” under the terms of the Company’s Change in Control and Severance Benefit Plan.

  7. Compensation Philosophy and Objectives

    | What We Do | | What We Don't Do | | | ● | Tie performance bonus opportunities to defined corporate goals | ● | Allow hedging or pledging of Company stock | | ● | “Double-trigger” change in control severance payments, requiring both a change in control and an involuntary termination for payout | ● | Reprice stock options | | | | ● | Provide excessive perquisites | | | | ● | Provide supplemental executive retirement plans | | ● | Maintain a clawback policy | ● | Pay dividend equivalents on unvested equity awards | | ● | Maintain a Compensation Committee comprised entirely of independent directors | | | | | | ● | Guarantee annual base salary increases or bonuses | | ● | Retain an independent compensation consultant | | | | | | ● | Provide any excise tax gross-ups for executive officers | | ● | Reevaluate and adjust our compensation program annually based on market developments | | |

  8. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has the authority under its charter to engage the services of outside legal counsel, compensation consultants, and other advisors. The Compensation Committee engaged FW Cook to serve as its independent compensation consultant to advise the Compensation Committee on matters related to executive and non-management director compensation. Our Compensation Committee’s annual compensation review for 2025 included an analysis of data, comparing the Company’s executive and director compensation levels and practices against a peer group of pre-commercial biopharmaceuticals companies. FW Cook provided our Compensation Committee with advice, counsel, and recommendations with respect to the composition of the peer group and competitive data used for assessing our compensation program. Our Compensation Committee used this and other information provided by FW Cook to reach an independent recommendation regarding compensation to be paid to our CEO, directors, and other executives. FW Cook also provides written and verbal advice at Compensation Committee meetings and attends executive sessions of the Compensation Committee. The Compensation Committee reviews compensation for peer group companies and other market data in order to gain a better understanding of current compensation practices for similarly situated companies and to provide a reference point when assessing executive compensation at competitive levels. The companies in our compensation peer group are selected based on the industry in which they operate, the size of their business and similarities in certain qualitative factors such as geography, stock performance and business model. These companies are also representative of the types of companies with which we compete for executive talent. The Compensation Committee used the following peer group developed in consultation with FW Cook (which the Compensation Committee initially approved in June 2024 and subsequently re-approved in September 2024 in its annual review of our compensation peer group) to conduct comparative pay analysis of our pay levels and compensation program structures for 2025. This peer group differed from that used by the Committee for the Company’s 2024 compensation program with the removal of nine companies (Alaunos Therapeutics, Inc., BioAtla, Inc., Cue Biopharma, Inc., CytomeX Therapeutics, Inc., Mersana Therapeutics, Inc., Poseida Therapeutics, Inc., Repliumune Group, Inc., Sutro Biopharma, Inc., and Zymeworks Inc.) and the addition of ten companies (Arcellx, Inc., Beam Therapeutics Inc., Crinetics Pharmaceuticals, Inc., Denali Therapeutics Inc., IDEAY Biosciences, Inc., Merus N.V., Nuvalent, Inc., Relay Therapeutics, Inc., Revlution Medicines, Inc., and Zentalis Pharmaceuticals, Inc.). These changes reflect a shift toward biotech companies that are more comparable in size and growth trajectory perspective. The peer group was adjusted to better align the comparator set with the Company’s size and growth profile at the time after significant stock price growth (JANX 1-year TSR at the time of the approval of the peer group below was +254%) as a result of positive interim clinical data.

  9. Role of the Independent Compensation Consultant

    | Arcellx, Inc. | IDEAYA Biosciences, Inc. | Relay Therapeutics, Inc. | | Arcus BioSciences, Inc. | Inhibrx Biosciences, Inc.* | Revolution Medicines, Inc. | | Arvinas, Inc. | Kura Oncology, Inc. | Syndax Pharmaceuticals, Inc. | | Beam Therapeutics Inc. | Merus N.V. | Xencor, Inc. | | Crinetics Pharmaceuticals, Inc. | Nuvalent, Inc. | Zentalis Pharmaceuticals, Inc. | | Denali Therapeutics Inc. | | |

  10. Role of the Independent Compensation Consultant

    *Although it had been acquired by Sanofi, Inhibrx Biosciences, Inc. was included in the peer group because relevant compensation data remained available from its public filings.

  11. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Consistent with our emphasis on a pay-for-performance compensation program, executive officers are eligible to receive annual cash bonuses, which is paid out based upon achievement of certain pre-determined corporate and individual goals during the fiscal year. As with base salaries, the target annual bonus opportunity for each of our executive officers is determined in the manner described in the "How We Determine Executive Compensation" section above. Each of our NEOs participates in our annual bonus plan and has a target bonus represented as a percentage of base salary, or a target bonus percentage, each of which is set forth below.

  12. Annual Cash Incentive Compensation

    | Executive Officer | 2025 Target Bonus as a Percent of Base Salary | | David Campbell, Ph.D. | 60% | | Thomas DiRaimondo, Ph.D. | 40% | | Janeen Doyle | 40% | | Zachary McIver, D.O., Ph.D. | 40% | | Byron Robinson, Ph.D., J.D. | 40% |

  13. Annual Cash Incentive Compensation

    In December 2024, the Compensation Committee approved an increase to Dr. McIver’s target bonus percentage from 30% to 40%, effective as of January 1, 2025, to align with the target bonus percentages for the Company’s other executive officers (other than Dr. Campbell). The Compensation Committee, in consultation with our Chief Executive Officer, establishes the corporate goals for the annual bonus plan, the relative weight of each goal, and the respective targets for each goal, considering the Company’s growth and pipeline objectives and internal budget. In determining which goals to use to assess our annual corporate performance, the Compensation Committee selects corporate goals that it believes are essential to building long-term stockholder value. The Committee can modify the formulaic corporate achievement percentage up to 25% above or below the calculated payout, based on overall level of achievement of company-wide goals or if the Committee determines that other corporate achievements warrant such adjustment. Dr. Campbell’s 2025 bonus opportunity was based solely on the achievement of corporate goals, and each other NEO’s 2025 bonus opportunity was based on the achievement of corporate goals and individual goals (weighted 80% and 20%, respectively). Payouts for each goal could vary between 0% and 100% of target, with a maximum overall payout of 125% of target with the impact of the modifier. At the end of 2024, the Compensation Committee recommended and the Board approved the corporate goals that would be used for 2025 bonuses (which were updated by the Board in March 2025 to better align with our long-term goals). The Compensation Committee approved individual goals for our NEOs, other than Dr. Campbell, in January 2025 (or in Ms. Doyle’s case, in September 2025, following the commencement of her employment with the Company). The corporate goals for 2025 included various research and development and corporate governance activities and objectives primarily related to our drug development programs, as set forth below:

  14. Annual Cash Incentive Compensation

    | Corporate Goal | Weighting | | PSMA: Optimize therapeutic regimen for PSMA product candidate | 50% | | EGFR: Optimize therapeutic regimen for EGFR product candidate | 25% | | R&D: Advance research and development to enable the achievement of key milestones | 10% | | Pipeline: Advance preclinical programs to support product development | 5% | | Business development: Drive processes that advance partnership opportunities | 5% | | Operations: Drive strategic goal alignment and operational excellence | 5% |

  15. Annual Cash Incentive Compensation

    The 2025 corporate goals aimed to incentivize performance related to achievement of research, clinical and regulatory milestones related to our drug development programs. In setting these goals, the Compensation Committee and the Board balance the consideration of the likelihood of achievement of these corporate goals with the effectiveness of such goals in incentivizing our NEOs’ performance. The relative weightings of the 2025 corporate goals are based upon our assessment of the importance of each goal in creating long-term value for the Company and our stockholders. Each NEO’s individual goals were designed to drive the NEO to achieve certain objectives (based on the NEO’s role) that would support the achievement of the corporate goals for the 2025 bonus plan. In December 2025, the Compensation Committee and the Board reviewed our 2025 performance and determined that our achievement of the corporate goals was as follows:

  16. Annual Cash Incentive Compensation

    | Corporate Goal | Achievement | | PSMA | 80% | | EGFR | 77.5% | | R&D | 97.5% | | Pipeline | 100% | | Business development | 100% | | Operations | 100% |

  17. Annual Cash Incentive Compensation

    These results produced an initial overall 2025 corporate goal achievement of approximately 84%, but due to the strong outcome achieved in respect of the goals and facilitating significant growth in Company value, the Compensation Committee and the Board exercised their discretion to apply a modifier to the initial achievement and determined a final overall 2025 corporate goal achievement of 90%. In December 2025, the Compensation Committee also reviewed the performance of the NEOs (other than Dr. Campbell) that remained with us and determined that the achievement of the individual goals was 100% for Ms. Doyle, 75% for Dr. McIver, and 100% for Dr. DiRaimondo. The table below sets forth the payments under the 2025 bonus plan for our NEOs.

  18. Annual Cash Incentive Compensation

    | Executive Officer | Target Bonus ($) | Actual Bonus ($) | Actual as % of Target | | David Campbell, Ph.D. | 408,000 | 367,200 | 90% | | Thomas DiRaimondo, Ph.D. | 191,200 | 175,904 | 92% | | Janeen Doyle (1) | 123,985 | 114,066 | 92% | | Zachary McIver, D.O., Ph.D. | 190,000 | 165,300 | 87% | | Byron Robinson, Ph.D., J.D. (2) | 201,600 | — | — |

  19. Annual Cash Incentive Compensation

    (1) Ms. Doyle’s target bonus opportunity was prorated to reflect her employment with the Company commencing in May 2025. (2) Dr. Robinson did not receive a bonus payment because he departed from the Company prior to the end of the 2025 fiscal year.

  20. Equity-Based Compensation

    Equity-Based Compensation The Company’s long-term incentive program is designed to align executive interests with those of stockholders while reflecting competitive market practices among similarly situated pre-commercial biotechnology companies. Because vesting is generally subject to continued service over a period of several years following the date of grant, our equity-based incentives also serve as a retention device for NEOs and other service providers. The Compensation Committee generally considers equity awards in the context of setting overall compensation packages for executives, as described in the “How We Determine Executive Compensation” section above. We have historically granted equity compensation in the form of stock options. Our Compensation Committee views stock options as performance-based compensation that are intended to create a direct link between our NEOs’ compensation and our stock price appreciation. Because the executive must pay a cash exercise price equal to the value of the stock on the date the option is granted, the executive will only receive value from the option grant if the value of our stock increases following the option grant date. However, based on a review of competitive peer practices of similarly-sized pre-commercial biotechnology companies conducted by FW Cook and equity programs and discussion of attraction and retention of the executive team, the Compensation Committee determined and approved, in December 2024, to introduce RSUs into our long-term equity compensation program for our NEOs. We believe that RSUs are a strong retention vehicle, particularly during periods of stock price volatility, and can allow us to reduce share usage and manage our available equity pool more efficiently. We also believe that if our executives hold unvested awards covering share of our common stock with a value that is significant to them, but which value cannot be immediately realized, they will have an incentive to act to maximize longer-term stockholder value instead of short-term gain. We believe that equity compensation is an integral component of our efforts to attract and retain exceptional executives, senior management and other employees. Accordingly, in December 2024, as part of its annual review of executive compensation, the Compensation Committee (or with respect to the grants to our Chief Executive Officer, the Board) approved the grant of stock options and RSUs to our NEOs (other than Ms. Doyle, who had not yet joined the Company) as part of their 2025 compensation package. In April 2025, the Compensation Committee approved the grant of new hire stock options and RSUs to Ms. Doyle, effective as of June 2025. Each of these stock options vests 25% on the first anniversary date of the vesting start date and the remainder vest in 36 equal monthly installments thereafter. Each of these RSU awards vests 25% on the first anniversary of the vesting start date and 25% vest on each anniversary thereafter. The table below sets forth the number of shares our common stock covered by the stock options and RSUs granted to our NEOs in 2025 as part of their 2025 compensation package.

  21. Equity-Based Compensation

    | Executive Officer | RSUs(1) | Stock Options(2) | | David Campbell, Ph.D. | 81,000 | 283,500 | | Thomas DiRaimondo, Ph.D. | 24,000 | 84,000 | | Janeen Doyle | 44,000 | 154,000 | | Zachary McIver, D.O., Ph.D. | 26,000 | 91,000 | | Byron Robinson, Ph.D., J.D. | 28,000 | 98,000 |

  22. Equity-Based Compensation

    (1) RSUs for the NEOs (other than Ms. Doyle) were approved in December 2024 but with an intended grant date of January 2, 2025. However, for purposes of FASB’s Accounting Standards Codification 718, Compensation - Stock Compensation (“ASC 718”), the grant date of these RSUs is deemed to be in December 2024 (the date of the applicable board approval), so the RSUs appear in the Summary Compensation Table below as 2024 stock awards. (2) Stock options for the NEOs (other than Ms. Doyle) were approved in December 2024 but have a grant date in January 2025 for purposes of ASC 718, so these stock options appear in the Summary Compensation Table below as 2025 stock awards.

  23. Employment Agreements

    Employment Agreements We have entered into employment agreements with all our NEOs, including an employment agreement with Ms. Doyle, our Chief Corporate and Business Development Officer, that we entered into in connection with her hire in May 2025. Each NEO’s employment agreement has no specific term and provides that the NEO is an at-will employee. Ms. Doyle’s employment agreement provides for an annual base salary of $490,000 and an annual bonus opportunity with a target amount of 40% of her base salary. Under Ms. Doyle’s employment agreement, she received a one-time sign-on bonus of $75,000, but if her employment terminates due to her resignation for any reason or a termination by the Company for “Cause” (as defined in the employment agreement, in each case before the one-year anniversary of the date she commenced employment with the Company), she will be required to repay to the Company a pro-rated portion of the sign-on bonus (based on the number of full months she was employed by the Company). Under the employment agreement, Ms. Doyle also received a one-time payment of $50,000 upon her permanent relocation to the San Diego, California area.

  24. Change in Control and Severance Benefits

    Change in Control and Severance Benefits Drs. Campbell and DiRaimondo and Ms. Doyle are participants in our Change in Control and Severance Benefit Plan (the “Severance Plan”). Prior to their departure from the Company, Drs. Robinson and McIver were also participants in the Severance Plan. The Severance Plan provides for severance and/or change in control benefits to participants in the event that they become subject to involuntary or constructive employment terminations, including in connection with a change in control of the Company, as described in the section titled “Potential Payments Upon Termination or Change in Control” below. The Severance Plan enables participants to maintain their focus and dedication to their responsibilities to help maximize stockholder value by minimizing distractions due to the possibility of such an involuntary or constructive employment termination. We believe that Severance Plan furthers the interests of the Company and our stockholders in promoting the retention of participants. Dr. Robinson received severance benefits under the Severance Plan upon his departure from the Company effective September 18, 2025, which qualified as a termination without “Cause.”

  25. Pension Benefits

    Pension Benefits Other than with respect to tax-qualified defined contribution plans such as our 401(k) plan, our NEOs did not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.

  26. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our NEOs did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us in 2025. The Compensation Committee may elect to adopt qualified or nonqualified defined benefit plans in the future if it determines that doing so is in our best interests.

  27. Equity Grant Practices

    Equity Grant Practices The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information (“MNPI”), and the Company does not time the release of MNPI based upon grant dates of equity awards. In the event MNPI becomes known to the Compensation Committee before granting an equity award, the Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. During 2025, we did not grant stock option awards to our NEOs during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses MNPI.

  28. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our CEO, Dr. Campbell, to the annual total compensation of our median employee. For 2025, the annual total compensation of our CEO, as reported in the Summary Compensation Table was $13,506,231 and the annual total compensation of our median employee was $455,932. Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was approximately 30 to 1. We identified the median employee by using our entire employee population on December 31, 2025. There were no seasonal, temporary, or part-time employees in the employee population. We used a consistently applied compensation measure (“CACM”) consisting of (i) annual base pay, (ii) target annual cash incentive opportunity, and (iii) the grant date fair value of equity awards granted during 2025. Once we applied this CACM to identify our median employee, we calculated our median employee’s annual total compensation in a manner consistent with that used to calculate the annual total compensation of our CEO, as disclosed in the Summary Compensation Table above. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  29. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows, for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023, compensation awarded to, paid to, or earned by, the named executive officers.

  30. SUMMARY COMPENSATION TABLE

    | Executive Officer and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | David Campbell, Ph.D. | 2025 | 680,000 | — | 12,459,031 | — | 367,200 | — | 13,506,231 | | President and Chief Executive Officer | 2024 | 646,000 | — | 2,862,873 | 4,981,500 | 484,500 | — | 8,974,873 | | | 2023 | 625,000 | — | 3,155,769 | — | 412,500 | — | 4,193,269 | | Thomas DiRaimondo, Ph.D. | 2025 | 478,000 | — | 3,691,565 | — | 175,904 | — | 4,345,469 | | Chief Scientific Officer | 2024 | 420,000 | — | 1,180,484 | 1,604,160 | 210,000 | — | 3,414,644 | | Janeen Doyle(3) Chief Corporate and Business Development Officer | 2025 | 309,963 | 75,000(4) | 3,124,983 | 995,280 | 114,066 | 50,000(5) | 4,669,292 | | Zachariah McIver, D.O., Ph.D.(6) Former Chief Medical Officer | 2025 | 475,000 | — | 3,999,195 | — | 165,300 | — | 4,639,495 | | Byron Robinson, Ph.D., J.D.(7) | 2025 | 362,728 | — | 4,306,826 | — | — | 394,081(8) | 5,063,635 | | Former Chief Strategy Officer | 2024 | 485,000 | — | 1,216,621 | 1,871,520 | 242,500 | — | 3,815,641 | | | 2023 | 450,000 | 75,000 | 1,017,990 | — | 198,000 | — | 1,740,990 |

  31. SUMMARY COMPENSATION TABLE

    In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 4 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by our named executive officers upon the vesting, exercise, or the sale of the shares of common stock underlying such awards. The amounts disclosed represent annual performance-based bonuses earned in 2025 (3) Ms. Doyle's service as our Chief Corporate and Business Development Officer began in May 2025. (4) Amount consists of a $75,000 one-time sign-on bonus paid in May 2025 (5) Amount consists of a $50,000 one-time relocation payment paid in August 2025. (6) Dr. McIver's service as our Chief Medical Officer ended in January 2026. (7) Dr. Robinson's service as our Chief Strategy Officer ended in September 2025. Amount represents the severance benefits payable to Dr. Robinson under our Change in Control and Severance Benefit Plan, consisting of continued payment of his base salary for nine months ($378,000) and payment of premiums for continued group health plan coverage under COBRA for a period of nine months ($16,081).

  32. Grants Of Plan-Based Awards

    Grants Of Plan-Based Awards The following table sets forth information relating to grants of plan-based incentive awards to the NEOs in 2025.

  33. Grants Of Plan-Based Awards

    | | | | Estimated future payouts under non-equity incentive plan awards | | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise price of option awards ($) | Grant date fair value of stock and option awards ($)(5) | | Executive Officer and Principal Position | Award Type | Grant Date | Target ($)(1) | Maximum ($)(2) | | | | | | David Campbell, Ph.D. | Performance Bonus | | 408,000 | 510,000 | | | | | | | Annual Stock Options | 1/2/2025 | | | | 283,500 | 43.95 | 12,459,031 | | Thomas DiRaimondo, Ph.D. | Performance Bonus | | 191,200 | 239,000 | | | | | | | Annual Stock Options | 1/2/2025 | | | | 84,000 | 43.95 | 3,691,565 | | Janeen Doyle | Performance Bonus | | 196,000(3) | 245,000 | | | | | | | Stock Award | 5/14/2025 | | | 44,000 | | | 995,280 | | | Stock Options | 6/2/2025 | | | | 154,000 | 20.29 | 3,124,983 | | Zachariah McIver, D.O., Ph.D. | Performance Bonus | | 190,000 | 237,500 | | | | | | | Annual Stock Options | 1/2/2025 | | | | 91,000 | 43.95 | 3,999,195 | | Byron Robinson, Ph.D., J.D. | Performance Bonus | | —(4) | — | | | | | | | Annual Stock Options | 1/2/2025 | | | | 98,000 | 43.95 | 4,306,826 |

  34. Grants Of Plan-Based Awards

    (1) Amounts in this column represent target annual performance-based bonuses opportunity for the respective fiscal year. There were no threshold payout levels for these awards. The amount actually earned by each NEO for performance-based bonus is reported in the "Summary Compensation Table" above. (2) Amount represents 125% of the respective target amount. There is no minimum amount payable for a certain level of performance. (3) Ms. Doyle's employment with the Company started in May 2025 and therefore her salary and bonus payment reflect annualized amounts based on her hire date. Dr. Robinson's service as our Chief Strategy Officer ended in September 2025. Therefore, Dr. Robinson did not receive a performance-based bonus for 2025. Amounts in this column reflect the aggregate grant date fair value of the option and RSU awards granted during 2025, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 4 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

  35. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2025, including one former executive officer who departed from the Company during the fiscal year.

  36. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards(1) | | | | Stock Awards(2) | | | Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price Per Share ($)(3) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(4) | Market Value of Shares or Units of Stock that Have Not Vested($)(5) | | David Campbell, Ph.D. | 1/16/2020 | 64,050 | — | 0.11 | 1/15/2030 | | | | | 9/1/2020 | 448,350 | — | 0.59 | 8/31/2030 | | | | | 3/10/2021 | 704,550 | — | 4.21 | 3/9/2031 | | | | | 5/14/2021 | 727,608 | — | 10.59 | 5/13/2031 | | | | | 1/3/2022 | 346,869 | 7,381 | 20.24 | 1/2/2032 | | | | | 1/3/2023 | 226,041 | 83,959 | 14.02 | 1/2/2033 | | | | | 1/2/2024 | 170,822 | 185,678 | 11.02 | 1/1/2034 | | | | | 12/12/2024 | | | | | 81,000(6) | 1,117,800 | | | 1/2/2025 | — | 283,500(7) | 53.24 | 1/1/2035 | | | | Thomas DiRaimondo, Ph.D. | 9/1/2020 | 153,720 | — | 0.59 | 8/31/2030 | | | | | 3/10/2021 | 140,910 | — | 4.21 | 3/9/2031 | | | | | 5/14/2021 | 256,200 | — | 10.59 | 5/13/2031 | | | | | 1/3/2022 | 23,470 | 500 | 20.24 | 1/2/2032 | | | | | 1/3/2023 | 51,041 | 18,959 | 14.02 | 1/2/2033 | | | | | 1/2/2024 | 70,437 | 76,563 | 11.02 | 1/1/2034 | | | | | 12/4/2024 | | | | | 24,000(6) | 331,200 | | | 1/2/2025 | — | 84,000(7) | 53.24 | 1/1/2035 | | | | Janeen Doyle | 5/14/2025 | | | | | 44,000(8) | 607,200 | | | 6/2/2025 | — | 154,000(9) | 25.01 | 6/1/2035 | | | | Zachariah McIver, D.O., Ph.D. | 6/1/2023 | 27,083 | 35,417 | 12.10 | 5/31/2033 | | | | | 1/2/2024 | 40,106 | 43,594 | 11.02 | 1/1/2034 | | | | | 12/4/2024 | | | | | 26,000(6) | 358,800 | | | 1/2/2025 | — | 91,000(7) | 53.24 | 1/1/2035 | | | | Byron Robinson, Ph.D., J.D.(10) | | | | | | | |

  37. Outstanding Equity Awards at Fiscal Year End

    Option awards with grant dates prior to June 10, 2021 were granted under the 2017 Equity Incentive Plan (the “2017 Plan”). Option awards with grant dates on or after June 10, 2021 were granted under the 2021 Plan. (2) All of the outstanding RSU awards were granted under and subject to the terms of the 2021 Plan. Except as otherwise indicated, each RSU award vests as to one-fourth (1/4th) of the total number of shares granted on the first, second, third and fourth anniversaries of the date of grant subject to the executive’s continuous service with us through the vesting dates and the potential vesting acceleration described below under “—Potential Payments upon Termination or Change in Control.” (3) All of the option awards listed in the table with a grant date prior to June 10, 2021 were granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of such award, as determined in good faith by our Board of Directors. All of the option awards granted on or after June 10, 2021 are granted with an exercise price per share that is the closing price of our common stock on the date of grant. (4) The amounts shown in this column, other than amounts corresponding to Ms. Doyle, relate to RSUs granted on January 2, 2025, but for which the ASC 718 grant date is deemed to be in December 2024 (the date of applicable approval). (5) Market value is evaluated using our December 31, 2025 closing stock price. (6) All of the shares underlying this RSU award are unvested as of December 31, 2025, one-fourth (1/4th) of the shares vest one year after January 1, 2025; the balance of the shares vest in a series of 3 successive equal annual installments measured from the first anniversary of January 1, 2025, subject to the named executive officer’s continuous service as of each such vesting date. (7) All of the shares underlying this option are unvested as of December 31, 2025, one-fourth (1/4th) of the shares vest one year after January 1, 2025; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 1, 2025, subject to the named executive officer’s continuous service as of each such vesting date. (8) All of the shares underlying this RSU award are unvested as of December 31, 2025, one-fourth (1/4th) of the shares vest one year after June 1, 2025; the balance of the shares vest in a series of 3 successive equal annual installments measured from the first anniversary of June 1, 2025, subject to the named executive officer’s continuous service as of each such vesting date. (9) All of the shares underlying this option are unvested as of December 31, 2025, one-fourth (1/4th) of the shares vest one year after May 14, 2025; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of May 14, 2025, subject to optionholder’s continuous service as of each such vesting date. (10) Dr. Robinson’s service as our Chief Strategy Officer ended in September 2025. As such, any remaining stock options or RSU awards vested have been disposed of and any remaining stock options or RSU awards unvested have been forfeited.

  38. Option Exercises and Stock Vested at Fiscal Year End

    Option Exercises and Stock Vested at Fiscal Year End The following table presents the certain information regarding stock vested and exercised during the last fiscal year with respect to each named executive officer as of December 31, 2025, including one former executive officer who departed from the Company during the fiscal year.

  39. Option Exercises and Stock Vested at Fiscal Year End

    | | Option Awards | | Stock Awards | | | Name (a) | Number of shares acquired on exercise (#) (b) | Value realized on exercise ($) (c) | Number of shares acquired on vesting (#) (d) | Value realized on vesting ($)(1) (e) | | David Campbell, Ph.D. | - | - | - | - | | Janeen Doyle | - | - | - | - | | Zachariah McIver, D.O., Ph.D. | - | - | - | - | | Thomas DiRaimondo, Ph.D. | - | - | - | - | | Byron Robinson, Ph.D., J.D. | 129,791 | 487,818 | - | - |

  40. Option Exercises and Stock Vested at Fiscal Year End

    (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 4 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by our named executive officers upon the vesting, exercise, or the sale of the shares of common stock underlying such awards.

  41. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our named executive officers who remain with us is a participant in our Change in Control and Severance Benefit Plan (the “Severance Plan”) which was adopted by our Board of Directors in May 2021. Drs. Robinson and McIver were also participants in the Severance Plan before their departure from the Company. The Severance Plan provides for severance and/or change in control benefits to the named executive officers upon a “change in control involuntary termination” or a “regular involuntary termination.” For purposes of the Severance Plan, an “involuntary termination” is a termination by the Company other than for cause (and not as a result of death or disability) or a resignation by the executive for good reason (each, as defined in the Severance Plan). A “regular involuntary termination” is an involuntary termination that does not occur during the period of time beginning three months prior to, and ending 12 months following, a “change in control” (as defined in the 2021 Plan), or the “change in control period.” A “change in control involuntary termination” is an involuntary termination that occurs during the change in control period. The table below sets forth the amount of compensation payable to each named executive officer upon (i) the named executive officer’s “regular involuntary termination” and (ii) the named executive officer’s “change in control involuntary termination” (each as described below). The amounts shown in the table below assume that such termination of employment and/or change in control was effective as of December 31, 2025, and thus are estimates of the amounts that would be paid out to our named executive officers in such circumstances.

  42. Potential Payments Upon Termination or Change in Control

    | | Involuntary Termination Without Cause or Resignation for Good Reason Not in Connection with a Change in Control | | | Involuntary Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | | | | | | Executive Officer | Salary Severance ($)(1) | Value of Continued Health Coverage ($)(2) | Total | Salary Severance ($) | Bonus Severance ($)(3) | Value of Continued Health Coverage ($)(2) | Value of Accelerated Vesting ($)(4) | Total | | David Campbell, Ph.D. | 680,000 | 22,036 | 702,036 | 1,360,000 | 1,224,000 | 44,072 | 1,633,985 | 4,262,057 | | Thomas DiRaimondo, Ph.D. | 358,500 | 23,723 | 382,223 | 717,000 | 478,000 | 47,446 | 544,045 | 1,786,491 | | Janeen Doyle | 367,500 | 22,045 | 389,545 | 735,000 | 490,000 | 44,090 | 607,200 | 1,876,290 | | Zachariah McIver, D.O., Ph.D. | 356,250 | 23,723 | 379,973 | 712,500 | 475,000 | 47,446 | 540,200 | 1,775,146 |

  43. Potential Payments Upon Termination or Change in Control

    (1) In the event of a regular involuntary termination, represents continued payment for a period of time of the named executive officer’s then-current base salary (12 months for Dr. Campbell and nine months for each of our other named executive officers). In the event of a change in control involuntary termination, represents a lump sum cash payment equal to a lump sum payment equal to a portion of the named executive officer’s base salary (24 months for Dr. Campbell and 18 months for each of our other named executive officers). (2) In the event of a regular involuntary termination, represents payment of continued group health plan coverage (COBRA) premiums for the named executive officer for a period of time (12 months for Dr. Campbell and nine months for each of our other named executive officers). In the event of a change in control involuntary termination, represents payment of COBRA premiums for the named executive officer for up to 18 months, and for Dr. Campbell an additional lump sum cash payment equal to the monthly amount of his COBRA premiums for six months. (3) In the event of a change in control involuntary termination, represents a lump sum payment equal to a percentage of the named executive officer’s target cash bonus (200% for Dr. Campbell and 150% for each of our other named executive officers) and a lump sum payment equal to a prorated portion of the named executive officer’s target cash bonus (prorated based on their date of termination). (4) In the event of a change in control involuntary termination, represents accelerated vesting of all outstanding equity awards. The value of restricted stock unit award vesting acceleration is based on the closing price of $13.80 per share of our common stock as of December 31, 2025. Upon a regular involuntary termination, each participant is entitled to continued payment for a period of time of their then-current base salary (12 months for Dr. Campbell and nine months for each of our other named executive officers) and payment of continued group health plan coverage (COBRA) premiums for a period of time (12 months for Dr. Campbell and nine months for each of our other named executive officers). Upon a change in control involuntary termination, each of participant is entitled to (a) a lump sum payment equal to a portion of his base salary (24 months for Dr. Campbell and 18 months for each of our other named executive officers), (b) a lump sum payment equal to a percentage of his target cash bonus (200% for Dr. Campbell and 150% for each of our other named executive officers), (c) a lump sum payment equal to a prorated portion of their target cash bonus (prorated based on their date of termination), (d) accelerated vesting of all outstanding equity awards, and (e) payment of COBRA premiums for up to 18 months, and for Dr. Campbell an additional lump sum cash payment equal to the monthly amount of his COBRA premiums for six months. All severance benefits under the Severance Plan are subject to the executive’s execution of an effective release of claims against the Company. In addition, if any of the payments or benefits provided for under the Severance Plan or otherwise payable to a participant would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the participant 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. Dr. Robinson departed from the Company effective September 18, 2025, under circumstances that the Company determined to constitute a termination without “Cause” under the terms of the Severance Plan.

  44. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation.”

  45. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above. We do not use any financial performance measures to link executive compensation to Company performance. Accordingly, we are not required to disclose either a “company-selected measure” or such company-selected measure’s relationship to executive compensation actually paid or a tabular list of our most important financial performance measures.

  46. Required Tabular Disclosure of Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1)(2) | Compensation Actually Paid to PEO ($)(1)(3) | Average Summary Compensation Table Total for non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(1)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | Net Income ($M)(5) | | 2025 | 13,506,231 | (17,745,356) | 4,612,453 | (4,027,875) | 104.78 | 135.46 | (113.63) | | 2024 | 8,974,873 | 55,192,709 | 5,047,927 | 16,865,449 | 406.53 | 102.31 | (68.99) | | 2023 | 4,193,269 | 1,052,606 | 1,674,690 | 1,099,998 | 81.47 | 103.74 | (58.29) |

  47. Required Tabular Disclosure of Pay Versus Performance

    (1) The following individuals are our Principal Executive Officer (“PEO”) and other non-PEO NEOs for each fiscal year:

  48. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | David Campbell, Ph.D. | Thomas DiRaimondo, Byron Robinson Ph.D., J.D., Zachariah McIver, Janeen Doyle | | 2024 | David Campbell, Ph.D. | Tighe Reardon, Thomas DiRaimondo, Byron Robinson Ph.D., J.D. | | 2023 | David Campbell, Ph.D. | Byron Robinson, Ph.D., J.D., Charles Winter |

  49. Required Tabular Disclosure of Pay Versus Performance

    (2) Represents the amount of total compensation reported for Dr. Campbell (our PEO) and the average total compensation for our non-PEO NEOs, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” Represents the amount of CAP to Dr. Campbell and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP:

  50. Required Tabular Disclosure of Pay Versus Performance

    | | 2025 | | | | PEO ($) | Average of Non-PEO NEOs ($) | | Summary Compensation Table (SCT) Total | 13,506,231 | 4,612,453 | | Deduct: Grant Date Fair Value of “Stock Awards” and “Option Awards” columns in the SCT for Applicable Fiscal Year (“FY”)* | (12,459,031) | (4,029,462) | | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End* | 2,723,130 | 995,872 | | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* | (13,699,192) | (2,156,661) | | Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY* | (7,816,494) | (1,257,358) | | Add: Vesting Date Fair Value of Awards that were Granted and Vested During Applicable FY* | — | - | | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY* | — | (2,192,718) | | CAP** | (17,745,356) | (4,027,875) |

  51. Required Tabular Disclosure of Pay Versus Performance

    *The fair values of stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Black-Scholes option pricing model with the following assumptions, which are materially different from the assumptions used for estimating the grant-date fair value as reported in the “Option Awards” columns in the Summary Compensation Table:

  52. Required Tabular Disclosure of Pay Versus Performance

    | Expected term (in years) | 3.65 - 5.73 | | Expected volatility | 97.38 - 116.23% | | Risk-free interest rate | 3.50 - 4.46 | | Expected dividend rate | - |

  53. Required Tabular Disclosure of Pay Versus Performance

    **Totals are rounded (4) For the relevant fiscal year, represents the cumulative TSR of our common stock and our Peer Group at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2022. The Peer Group reflects the Nasdaq Biotechnology Index, which is the same industry peer group used in the stock performance graph required by Item 201(e) of Regulation S-K and included in our Annual Report. (5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

  54. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the compensation earned by or paid to each of the non-employee directors for the fiscal year ended December 31, 2025:

  55. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

  56. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    | Name | Fees Earned or Paid in Cash ($) | Options Awards ($)(1)(2) | Stock Awards ($)(1)(3) | Total ($) | | Ron Barrett, Ph.D. | 94,063 | 231,241 | 95,475 | 420,779 | | Vickie Capps | 62,500 | 231,241 | 95,475 | 389,216 | | Eric Dobmeier | 49,375 | 231,241 | 95,475 | 376,091 | | Sheila Gujrathi, M.D.(4) | 43,750 | 231,241 | 95,475 | 370,466 | | Natasha Hernday | 47,500 | 231,241 | 95,475 | 374,216 | | Winston Kung | 53,125 | 231,241 | 95,475 | 379,841 | | Alana McNulty(4) | 53,125 | 231,241 | 95,475 | 379,841 | | Jake Simson, Ph.D. | 54,875 | 231,241 | 95,475 | 381,591 |

  57. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    (1) Amounts listed in the “Option Awards” and “Stock Awards” columns represent the aggregate grant date fair value amount computed as of the grant date of each option award or stock award granted in 2025 in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 4 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock awards or the sale of the common stock underlying such option awards or stock awards. (2) The aggregate number of shares subject to outstanding stock options held as of December 31, 2025 by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2025 and prior calendar years, are as follows: 75,017 shares subject to outstanding stock options for Dr. Barrett; 77,042 shares subject to outstanding stock options for Ms. Capps; 32,478 shares subject to outstanding stock options for Mr. Dobmeier; 102,662 shares subject to outstanding stock options for Dr. Gujrathi; 32,478 shares subject to outstanding stock options for Ms. Hernday; 71,892 shares subject to outstanding stock options for Mr. Kung; 75,017 shares subject to outstanding stock options for Ms. McNulty and 75,017 shares subject to outstanding stock options for Dr. Simson. (3) The aggregate number of RSUs held as of December 31, 2025 by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2025, are as follows: 6,250 shares subject to outstanding stock awards for Dr. Barrett; 3,750 shares subject to outstanding stock awards for Ms. Capps; 9,981 shares subject to outstanding stock awards for Mr. Dobmeier; 6,250 shares subject to outstanding stock awards for Dr. Gujrathi; 9,981 shares subject to outstanding stock awards for Ms. Hernday; 6,250 shares subject to outstanding stock awards for Mr. Kung; 6,250 shares subject to outstanding stock awards for Ms. McNulty and 6,250 shares subject to outstanding stock awards for Dr. Simson. (4) Neither Dr. Gujrathi nor Ms. McNulty is standing for re-election to our Board of Directors and each of their terms of office will expire following the Annual Meeting. In June 2025, we granted stock options to purchase shares of our common stock to all of our then serving non-employee directors, at an exercise price of $25.46 per share, consisting of 11,667 shares to each such director. These stock options will vest in 12 equal monthly installments, subject to each such director’s continued service through each vesting date. These stock options were granted as the annual option grant provided for in our Non-Employee Director Compensation Policy, as described below. In June 2025, we granted RSUs to all of our then serving non-employee directors, consisting of 3,750 RSUs to each such director. These RSUs will vest on the earlier of the first anniversary of the date of grant or our next annual stockholders meeting, subject to each such director’s continued service through such vesting date. These RSUs were granted as the annual RSU awards provided for in our Non-Employee Director Compensation Policy, as described below. Our Board of Directors adopted a Non-Employee Director Compensation Policy in June 2021 that became effective June 10, 2021 and is applicable to all of our non-employee directors. Following review of a comprehensive assessment of our non-employee director compensation program prepared by FW Cook, and a recommendation by the Compensation Committee of our Board of Directors, the Non-Employee Director Compensation Policy was amended and restated, effective as of April 1, 2025, and most recently amended and restated with changes effective April 1, 2026. The Non-Employee Director Compensation Policy provided that each such non-employee director is entitled to receive the following compensation for service on our Board of Directors for 2025: an annual cash retainer of $40,000 ($45,000 beginning in April 2025); • an additional annual cash retainer of $35,000 for service as Chair of the Board of Directors; • an additional annual cash retainer of $7,500 ($10,000 beginning in April 2025), $6,000 ($7,500 beginning in 2025) and $4,250 ($5,000 beginning in April 2025) for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (not applicable to committee chairs); • an additional annual cash retainer of $15,000 ($20,000 beginning in April 2025), $12,000 ($15,000 beginning in April 2025) and $8,500 ($10,000 beginning in April 2025) for service as Chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an initial option grant to purchase 16,700 (23,334 beginning in April 2025 and 31,000 beginning in April 2026) shares of our common stock on the date of each such non-employee director’s appointment to our Board of Directors, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through each vesting date; • an initial RSU award covering 5,000 (7,500 beginning in April 2025 and 11,000 beginning in April 2026) shares of our common stock on the date of each such non-employee director’s appointment to our Board of Directors, with the shares vesting in three equal annual installments, subject to continued service as a director through each vesting date; • an annual option grant to purchase 8,350 (11,667 beginning in April 2025 and 15,500 beginning in April 2026) shares of our common stock on the date of each of our annual stockholder meetings, with the shares vesting in 12 equal monthly installments or if earlier, fully vested as of the next annual stockholders meeting, subject to continued service as a director though each vesting date. In addition to the initial option grant described above, in the event a director is appointed prior to an annual stockholder meeting, such director will receive a prorated annual option grant; and • an annual RSU award covering 2,500 (3,750 beginning in April 2025 and 5,500 beginning in April 2026) shares of our common stock on the date of each of our annual stockholder meetings, with the shares vesting on the earlier of the first anniversary of the date of grant or if earlier, fully vested as of the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date. In addition to the initial RSU grant described above, in the event a director is appointed prior to an annual stockholder meeting, such director will receive a prorated annual RSU grant.

  58. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    Each non-employee director may elect to defer the delivery of shares in settlement of any RSU award granted under the Non-Employee Director Compensation Policy that would otherwise be delivered to such non-employee director on or following the date such award vests pursuant to the terms of a deferral election such non-employee director makes in accordance with the non-employee director compensation policy. In addition, in the event the aggregate grant date fair value of (i) the initial option grant and initial RSU grant, computed under ASC 718, would have a value in excess of $900,000, such initial equity awards will be reduced on a pro rata basis until such value is equal to $900,000 and (ii) the annual option grant (or prorated annual option grant, as applicable) and the annual RSU grant (or prorated annual RSU grant, as applicable), computed under ASC 718, would have a value in excess of $450,000, such annual equity awards (or prorated annual equity awards, as applicable), will be reduced on a pro rata basis until such value is equal to $450,000. Each of the options granted under the Non-Employee Director Compensation Policy will be granted under our 2021 Plan. Each option and RSU awarded to directors under the Non-Employee Director Compensation Policy will be subject to accelerated vesting upon a “change in control” (as defined in the 2021 Plan). The term of each option will be ten years, subject to earlier termination as provided in the 2021 Plan. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings. Director’s fees are prorated to the date the director is appointed or elected.