DEF 14A of Disc Medicine, Inc.
Filed Apr 28, 2026 · FY20250001193125-26-187646
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORs
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORs Our board of directors currently consists of eight members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: the Class I directors are Nadim Ahmed, M.S. and Kevin Bitterman, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2027; • the Class II directors are Mark Chin, M.S., M.B.A., Georges Gemayel, Ph.D., and Liam Ratcliffe, M.D., Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2028; and • the Class III directors are Donald Nicholson, Ph.D., John Quisel, J.D., Ph.D., and William White, M.P.P., J.D., and their terms will expire at the Annual Meeting. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two thirds (2/3) or more of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated each of Donald Nicholson, Ph.D., John Quisel, J.D., Ph.D., and William White, M.P.P., J.D. for election as a Class III director at the Annual Meeting to serve until the annual meeting of stockholders to be held in 2029 and until their successor has been duly elected and qualified, or until their earlier death, resignation or removal. Each of the nominees is presently a director, and has indicated a willingness to continue to serve as a director, if elected. If no contrary indication is made, properly submitted proxies will be voted for Dr. Nicholson, Dr. Quisel, and Mr. White. In the event that any of the nominees becomes unable or unwilling to serve, however, the properly submitted proxies may be voted for a substitute nominee selected by our board of directors.
Information Regarding Directors
Information Regarding Directors Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the board of directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified below, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us.
Nominees for Election – Class III Directors
Nominees for Election – Class III Directors The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and age as of April 22, 2026.
Nominees for Election – Class III Directors
| Name | Positions and Offices Held with Disc Medicine, Inc. | Director Since | Class | Term Expires | Age | | Donald Nicholson, Ph.D. | Executive Chairman and Director | 2019 | III | 2026 | 68 | | John Quisel, J.D., Ph.D. | Director, President and Chief Executive Officer | 2020 | III | 2026 | 54 | | William White, M.P.P., J.D. | Director | 2020 | III | 2026 | 53 |
Nominees for Election – Class III Directors
Donald Nicholson, Ph.D. has served as Executive Chairman of our board of directors since April 2019. Dr. Nicholson is the former chief executive officer of Nimbus Therapeutics, LLC, or Nimbus, a biotechnology company, serving from August 2014 to October 2018. Prior to joining Nimbus, Dr. Nicholson held various strategic, leadership and operational roles in diverse therapeutic areas, including respiratory, inflammation, immunology, bone, endocrine, urology, infectious disease and neurosciences at Merck from April 1998 to July 2013. Dr. Nicholson has co-authored more than 150 publications in peer-reviewed scientific and medical journals and is internationally recognized for his contributions to the field of apoptotic cell death. He also serves as a member of the boards of directors of Muna Therapeutics, Matchpoint Therapeutics and NodThera. Dr. Nicholson previously served on the boards of directors of Kymera Therapeutics, Inc. (Nasdaq: KYMR) from November 2017 to November 2022, Jnana Therapeutics from February 2019 to September 2024, and Generation Bio (formerly listed on Nasdaq) from December 2017 to February 2026. Dr. Nicholson received his Ph.D. and an Honors B.Sc. degree in Biochemistry from the University of Western Ontario, and trained as a Medical Research Council postdoctoral fellow at the University of Munich in Germany. Dr. Nicholson is qualified to serve as a member of our board of directors due to his extensive experience in leadership positions throughout the life sciences industry and his strong scientific background. John Quisel, J.D. Ph.D. has served as our President, Chief Executive Officer and as a member of our board of directors since February 2020. Previously, from October 2006 through February 2020, Dr. Quisel served in various positions at Acceleron Pharma Inc., or Acceleron, a biopharmaceutical company, most recently as Chief Business Officer. Prior to joining Acceleron, Dr. Quisel worked as an associate at the law firms of Ropes & Gray and Foley Hoag. Since November 2023, Dr. Quisel has served as a board member of Gossamer Bio, Inc. (Nasdaq: GOSS). Dr. Quisel holds an A.B. from Harvard University, an M.S. from Stanford University, a Ph.D. from the Massachusetts Institute of Technology, and a J.D. from Harvard Law School. Dr. Quisel is qualified to serve as a member of our board because of his significant scientific industry and management experience, including the experience gained from prior service as a Chief Business Officer. William White, M.P.P., J.D. has served as a member of our board of directors since December 2020. Mr. White served as the Executive Vice President, Chief Financial Officer and Head of Corporate Development and Treasurer at Akero Therapeutics, Inc. (formerly listed on Nasdaq), a biotechnology company, from April 2019 until its acquisition by Novo Nordisk in December 2025. Previously, Mr. White served as a Managing Director and Head of US Life Sciences Investment Banking at Deutsche Bank, a financial service provider, from September 2017 to March 2019. Prior to that, Mr. White was a Managing Director in Healthcare Investment Banking at Citigroup from May 2006 to September 2017. Previously, Mr. White served as an associate and later as a Vice President in Healthcare Investment Banking at Goldman, Sachs & Co. from November 2000 to March 2006. Mr. White also served as a member of the board of directors and Chair of the Audit Committee of Ventyx Biosciences, Inc. (formerly listed on Nasdaq) from May 2021 until its acquisition by Eli Lilly in March 2026. Mr. White received an A.B. from Princeton University, an M.P.P. from Harvard University and a J.D. from Columbia University. Mr. White is qualified to serve on our board of directors because of his extensive financial and investment experience in the life sciences industry.
Directors Continuing in Office – Class I Directors
Directors Continuing in Office – Class I Directors The following table identifies our continuing Class I directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 22, 2026.
Directors Continuing in Office – Class I Directors
| Name | Positions and Offices Held with Disc Medicine, Inc. | Director Since | Class | Term Expires | Age | | Nadim Ahmed, M.S. | Director | 2025 | I | 2027 | 58 | | Kevin Bitterman, Ph.D. | Director | 2017 | I | 2027 | 49 |
Directors Continuing in Office – Class I Directors
Nadim Ahmed, M.S. has served as a member of our board of directors since July 2025. Mr. Ahmed has served as the President and Chief Executive Officer and as a member of the board of directors of Cullinan Therapeutics, Inc. (Nasdaq: CGEM) since October 2021. Before joining Cullinan Therapeutics, Mr. Ahmed served as President, Hematology at Bristol Myers Squibb from November 2019 through January 2021. Prior to this, he served in various roles of increasing responsibility at Celgene Corporation from March 2010 to November 2019, most recently as President, Global Hematology & Oncology. At Bristol Myers Squibb and Celgene, Mr. Ahmed oversaw multiple product launches and served as a member of both companies’ leadership teams. Mr. Ahmed holds a Master of Science degree from Loughborough University and a B.S. degree from University College London. Mr. Ahmed is qualified to serve as a member of our board of directors due to his extensive leadership experience in the biopharmaceutical industry. Kevin Bitterman, Ph.D. has served as a member of our board of directors since November 2017. Dr. Bitterman currently serves as a partner at Atlas Venture Life Science Advisors, LLC, or Atlas, a venture capital firm, where he has been employed since June 2017 and where he focuses on investments in life science companies. Prior to joining Atlas, Dr. Bitterman was a partner at Polaris Partners, an investment firm, as a member of the healthcare team from July 2004 to May 2017. Dr. Bitterman serves on the boards of Judo Bio, Kinaset Therapeutics, nChroma Bio, Remix Therapeutics, Renasant Bio, Elemera Oncology and Ursa Medicines. He was the founding CEO of Editas Medicine (Nasdaq: EDIT), Morphic Therapeutics (acquired by Eli Lilly) and Visterra (acquired by Otsuka). Dr. Bitterman previously served as a director of Akero Therapeutics, Inc. (acquired by Novo Nordisk) and Taris Biomedical (acquired by Johnson & Johnson) among other ventures. Dr. Bitterman received a B.A. in biology from Rutgers College and a Ph.D. in genetics from Harvard Medical School. Dr. Bitterman is qualified to serve on our board of directors due to his extensive experience investing in, guiding, and leading start-up and early phase companies, as well as his experience as a director of other companies.
Directors Continuing in Office – Class II Directors
Directors Continuing in Office – Class II Directors The following table identifies our continuing Class III directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 22, 2026.
Directors Continuing in Office – Class II Directors
| Name | Positions and Offices Held with Disc Medicine, Inc. | Director Since | Class | Term Expires | Age | | Mark Chin, M.S., M.B.A. | Director | 2021 | II | 2028 | 44 | | Georges Gemayel, Ph.D. | Director | 2022 | II | 2028 | 65 | | Liam Ratcliffe, M.D., Ph.D. | Director | 2019 | II | 2028 | 62 |
Directors Continuing in Office – Class II Directors
Mark Chin, M.S., M.B.A. has served as a member of our board of directors since September 2021. Mr. Chin has served as a partner at Avoro Capital, a biotechnology-focused investment firm, since November 2023. From April 2020 to November 2023 and August 2016 to April 2020, Mr. Chin served as a managing director and an investment director, respectively, at Arix Bioscience PLC, or Arix Bioscience, a biotechnology-focused venture capital firm. Prior to Arix Bioscience, Mr. Chin was a principal at Longitude Capital, a healthcare venture capital firm, from September 2012 to August 2016, where he focused on investments in both private and public biotechnology and medical technology companies. Prior to Longitude Capital, Mr. Chin was a consultant at the Boston Consulting Group, a global management consulting firm, from January 2011 to September 2012, where he managed strategy and corporate development projects for pharmaceutical and biotechnology companies, and prior to Boston Consulting Group, he worked in corporate development at Gilead Sciences, a biotechnology company, and in market planning at Genentech, a biotechnology company. Mr. Chin previously served as a member of the board of directors of Harpoon Therapeutics (formerly listed on Nasdaq), Imara Inc. (Nasdaq: ELVN), Iterum Therapeutics (Nasdaq: ITRM), and Pyxis Oncology (Nasdaq: PYXS), and currently serves as a member of the boards of directors of a number of private biotechnology companies. Mr. Chin received a B.S. from the University of California at San Diego, a M.S. from the University of Pennsylvania, and a M.B.A. from The Wharton School at the University of Pennsylvania. Mr. Chin is qualified to serve on our board of directors based on his extensive experience investing in, guiding, and leading start-up and early phase companies, as well as his experience as a director of other companies. Georges Gemayel, Ph.D. has served as a member of our board of directors since December 2022. Prior to that, Dr. Gemayel served as Gemini Therapeutics’ Interim President and Chief Executive Officer from February 2022 to December 2022, Executive Chairperson of the Board from November 2021 to December 2022 and Chairperson of the Board from May 2021 to November 2021. Dr. Gemayel has over 30 years of experience in the pharmaceutical industry, including management and executive positions in the U.S., Europe and the Middle East. Dr. Gemayel currently serves on the boards of directors of Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) and is the chair of the board of GlycoEra. Previously, Dr. Gemayel served as Executive Chair of FoldRx Pharmaceuticals and Syndexa Pharmaceuticals, as Chair of Enterome SA, Oxthera AB, Dimension Therapeutics, Orphazyme A/S, Epitherapeutics and Dynacure, and as Director of Prosensa, Flamingo Therapeutics, Raptor Pharmaceuticals, NPS Pharma, Momenta Pharmaceuticals and Adolor. From 2008 to 2009, Dr. Gemayel was President and Chief Executive Officer of Altus Pharmaceuticals Inc., a publicly traded pharmaceutical company. From 2003 to 2008, Dr. Gemayel was Executive Vice President at Genzyme Corporation where he was responsible for the company’s global therapeutics, transplant, renal and biosurgery businesses. From 1998 to 2003, Dr. Gemayel held progressively senior roles at Hoffmann Ltd. and Roche Labs, most recently as Vice President, National Specialty Care, responsible for its U.S. business for dermatology, oncology, transplantation, hepatitis and HIV. Dr. Gemayel completed his doctorate in pharmacy at St. Joseph University in Beirut, Lebanon, and earned a Ph.D. in pharmacology at University in Paris, France. Dr. Gemayel is qualified to serve on our board of directors based on his expertise and extensive professional experience and knowledge. Liam Ratcliffe, M.D., Ph.D. has served as a member of our board of directors since September 2019. Dr. Ratcliffe has served as Head of Biotechnology at Access Industries, a privately held industrial group, since April 2019. Previously, Dr. Ratcliffe spent 10 years at New Leaf Venture Partners, a venture capital firm, from September 2008 through March 2019, culminating his career there as Managing Director, where he focused on investing in therapeutic and therapeutic platform companies. Prior to joining New Leaf Venture Partners, Dr. Ratcliffe was Worldwide Head of Clinical Research and Development at Pfizer Inc. (Nasdaq: PFE), where he spent 12 years of his career. Dr. Ratcliffe has served as a member of the boards of directors of Recludix Pharma, Inc. since December 2019, Upstream Bio (Nasdaq: UPB) since October 2021, Vima Therapeutics, Inc. since November 2023, Draig Therapeutics since June 2025, and OnKure Therapeutics, Inc. (Nasdaq: OKUR) since March 2026. Previously, Dr. Ratcliffe served as a board member at Arvinas Inc. (Nasdaq: ARVN) from October 2015 to September 2022, Passage Bio Inc. (Nasdaq: PASG) from September 2019 to March 2022, Unum Therapeutics Inc. (formerly listed on Nasdaq) from March 2018 to April 2019, Aptinyx Inc. (formerly listed on Nasdaq) from June 2018 to April 2019, Eliem Therapeutics Inc. (Nasdaq: ELYM) from October 2019 to December 2024, and Halda Therapeutics, Inc. from November 2021 to December 2025. Dr. Ratcliffe received a M.B.Ch.B. and a Ph.D. in immunology from the University of Cape Town and an M.B.A. from the University of Michigan. Dr. Ratcliffe is qualified to serve on our board of directors because of his extensive clinical development and venture capital experience in the life sciences industry.
2025 Compensation Program Highlights
2025 Compensation Program Highlights Consistent with our goal of attracting, motivating and retaining a high-caliber executive team, our executive officer compensation program is designed to pay for performance. A summary of key compensation decisions and compensation related outcomes aligned with this philosophy are highlighted below for 2025. Pay for Performance / At-Risk Pay - Our executive compensation program is designed so that a significant portion of pay is variable or “at risk” and the realized value of compensation is linked with Company performance and value delivered to stockholders. For 2025, the percentage of pay that was or remains “at risk” for our Chief Executive Officer and our other NEOs is approximately 92.94% and 86.22%, respectively, helping us align pay with performance. • Base Salary Adjustments - Salary increases ranging from 3.0% to 7.8% were approved for 2025, generally reflecting merit-based adjustments and market-based adjustments to maintain competitive market positioning relative to our updated peer group by approximating the 50th percentile of such peer group. • Annual Cash Incentives - Our annual cash incentive opportunity is based on corporate performance compared to pre-established corporate goals. Corporate goals are selected to directly align with our specific strategic goals that we believe will create long-term stockholder value. For 2025, we achieved our corporate goals at an overall level of 145% and we paid an annual cash incentive award to our Chief Executive Officer and our other NEOs at 145% of target. • Long-Term Equity Awards - A significant portion of our Chief Executive Officer's and other NEOs' compensation is delivered in the form of long-term equity awards. The equity awards granted to our Chief Executive Officer and our other NEOs in 2025 consisted of a balanced mix of stock options and RSUs, generally reflecting an approximate 50/50 allocation between stock options and RSUs on an option-equivalent basis.
Our Compensation Practices
| What We Do | | | ☑ | Heavily weight our executive officer compensation toward “at risk”, variable performance-based compensation | | ☑ | Balance short-term and long-term incentive compensation | | ☑ | Use multi-year vesting for all executive officer equity awards | | ☑ | Have an incentive compensation recoupment, or "clawback", policy | | ☑ | Select peer companies that we compete with for executive officer talent, have a similar business and are of similar size and stage as us, and review their pay practices | | ☑ | Utilize an independent compensation consulting firm to facilitate pay assessments and review best practices | | ☑ | Require that the compensation committee is comprised entirely of independent directors | | What We Don’t Do | | | ☒ | Provide guaranteed bonuses or base salary increases | | ☒ | Allow for the repricing of stock options without stockholder approval | | ☒ | Pay dividends or dividend equivalents on unearned shares | | ☒ | Permit hedging or other forms of speculative transactions by employees or directors | | ☒ | Permit pledging by employees or directors | | ☒ | Provide single-trigger change in control benefits | | ☒ | Include gross-ups in executive employment agreements or change-in-control arrangements | | ☒ | Provide excessive perquisites to our executive officers | | ☒ | Provide retirement or pension benefits to executive officers not available to employees generally |
Pay for Performance / At-Risk Pay
Pay for Performance / At-Risk Pay Our executive officer compensation program is designed to reward achievement of the specific strategic goals that we believe will advance our business strategy and create long-term value for our stockholders. A substantial portion of our executive officers’ total compensation is “at risk,” meaning it is earned only upon achievement of pre-established, objective financial or operating goals, such as in our annual cash incentive program, or it depends on stock price appreciation or value, as is the case in our long-term incentive program. Our long-term incentive program consists of a mix of stock options and RSUs, which is designed to align with the market practice among similar, recently-public companies in our industry and at our stage of development. Stock options are inherently performance-based, requiring stock price appreciation before there is any real value earned. RSUs complement stock options by providing greater certainty of value, particularly during periods of market volatility, and by promoting executive share ownership. In addition, the use of RSUs as part of the long-term compensation program is less dilutive than stock option grants and aligns with the evolving compensation practices among our peer group. For 2025, approximately 92.94% of our Chief Executive Officer's compensation and 86.22% of the average compensation for our other NEOs was considered "at risk". As shown in the graphics below, the mix of fixed base salary, short-term incentive, long-term incentive, and other compensation as reported in our Summary Compensation Table reflects the high proportion of 2025 compensation that was or remains variable and at-risk.
Each Compensation Element Serves a Unique Purpose
| Pay Element | At Risk | Description | Rationale | | Base Salary | □ | Fixed cash compensation reflective of individual performance, skills, experience and internal equity, after review of peer group data | Provide stable compensation to executive officers, allowing us to attract and retain skilled executive talent with competitive pay and maintain a consistent, stable leadership team | | Short Term Incentives | ☑ | Variable cash compensation based on the level of achievement of certain annual performance objectives that are pre-determined | Reward achievement against pre-established goals, motivating executives to achieve performance objectives that are key to our annual operating and strategic plans | | Long Term Incentives | ☑ | Variable equity-based compensation subject to multi-year vesting, with a balanced mix of stock options and RSUs. Stock options vest based on continued service over four years and only have value to the extent that our stock price appreciates after the grant. RSUs vest based on continued service over four years. | Motivate and reward executive officers to achieve multi-year strategic goals that are expected to deliver sustained long-term value to stockholders, as well as to attract and retain executive officers for the long term. |
Base Salary
Base Salary On an annual basis, our compensation committee reviews and approves base salary adjustments for our NEOs (other than our Chief Executive Officer), and reviews and recommends to the board, for its consideration and approval, base salary adjustments for our Chief Executive Officer. As part of this process, the compensation committee reviews salary data from peer group companies compiled by our compensation consultant, each NEO’s individual performance and, with respect to NEOs other than our Chief Executive Officer, the recommendation of our Chief Executive Officer. For more information regarding the process the compensation committee uses to determine NEO base salaries, see the section below entitled "Process for Setting Total Compensation." In December 2024, the compensation committee approved base salary adjustments for each of our NEOs other than our Chief Executive Officer, and the compensation committee recommended, and our board of directors approved, a base salary adjustment for our Chief Executive Officer. These adjustments, which are reflected in the table below, were effective as of January 1, 2025, and were based upon the applicable NEO’s individual performance and a review by the compensation committee and, in the case of our Chief Executive Officer, our board of directors, of the base salaries payable to comparable executive officers by companies in our peer group.
Base Salary
The 2025 base salary increases for each NEO generally consisted of merit-based adjustments reflected their strong performance in 2024. The 2025 base salary increase for our Chief Executive Officer also reflected a market-based adjustment that was intended to align his base salary with approximately the 50th percentile of the market among the Company's updated peer group. For more information regarding updates to our peer group for 2025, see the section below entitled "Process for Setting Total Compensation - Peer Group and Benchmarking."
Short Term Incentives
Short Term Incentives Annual Target Bonus Opportunities We maintain an annual performance-based cash incentive program designed to reinforce our pay-for-performance philosophy by rewarding our NEOs for our performance against pre-established corporate goals. The target bonus opportunity under our annual cash incentive program constitutes a percentage of the applicable executive officer’s base salary. Such target bonus opportunity for the Chief Executive Officer is determined annually by our board of directors, based upon the recommendation of our compensation committee, and the target bonus opportunity for all other NEOs is determined annually by our compensation committee with input from our Chief Executive Officer, in each case after review of peer group data by our compensation consultant and consideration of an individual performance assessment. For more information regarding the process the compensation committee uses to determine NEO annual target bonus opportunities under our annual cash incentive program, see the section below entitled “Process for Setting Total Compensation.” In December 2024, the compensation committee or the board of directors, as applicable, approved the 2025 target bonus opportunities for the NEOs as set forth in the table below. After considering market data for each NEO’s position, no changes were made to the target bonus opportunities of our NEOs as compared to the prior year.
Short Term Incentives
| Name | Target Bonus (% of Base Salary) | | John Quisel, J.D., Ph.D. | 55% | | Jean Franchi | 40% | | Pamela Stephenson, M.P.H. | 40% | | William Savage, M.D., Ph.D. | 40% | | Jonathan Yu, M.B.A. | 40% |
Short Term Incentives
Calculation of Actual Bonus Payouts The cash bonus actually paid to our Chief Executive Officer under our annual cash incentive program is determined by the board of directors based upon the recommendation of our compensation committee and is calculated by multiplying the Chief Executive Officer's target bonus opportunity by the percentage achievement of the Company’s pre-established corporate goals for that year. As such, our Chief Executive Officer's annual cash bonus amount is entirely based on the achievement of our corporate goals for that year. The annual cash bonus actually paid to our other NEOs is determined by our compensation committee and is calculated by multiplying the applicable target bonus opportunity by the percentage achievement of the Company’s pre-established corporate goals for that year. Payment of the annual cash bonus to all of our executive officers, including our Chief Executive Officer, is conditioned on the executive remaining employed by us or providing services to us at the time the bonus is actually paid. 2025 Corporate Goals and Performance In December 2024, our board of directors, upon recommendation from our compensation committee, approved the corporate goals for 2025. Our corporate goals are comprised of key strategic, operational and corporate performance goals relating to clinical development, research, commercial, business development and corporate advancement objectives. As outlined in the table below, each of our corporate goals has a designated weighting and the compensation committee assesses the achievement of each corporate goal. The corporate goals consist of pre-established “base” goals, the achievement of which would result in up to 100% of target bonus opportunities being earned based on corporate performance, and pre-established “stretch” goals, the achievement of which would reflect exceptional performance above and beyond the expected level of performance and that would result in additional target bonus opportunities being earned based on corporate performance. To remove subjectivity in determining the achievement of our base and stretch corporate goals, each goal may either be achieved or not achieved and cannot be overachieved or partially achieved. In addition to the base and stretch goals established at the beginning of the year, the compensation committee and the board of directors may, in their discretion, award or deduct a limited percentage of achievement of our corporate goals based on significant achievements or failures, respectively, that are not reflected in the base and stretch corporate goals that were established in the beginning of the year. In any event, the maximum annual corporate goals achievement cannot exceed more than 150% of target. The 2025 corporate goals, the aggregate relative weightings assigned to each goal, our aggregate actual achievement with respect to such goals as recommended by the compensation committee and determined by the board of directors, and certain specific achievements that the compensation committee and the board of directors reviewed in making such determination, were as follows:
Short Term Incentives
| Corporate Goals | Relative Weighting (%)(1) | Select Corporate Goal Achievements | Weighted Actual Performance (%) | | 1. Bitopertin Development | 35% | | 79% | | | | • Delivered commercialization strategic plan | | | | | • Initiated APOLLO clinical trial | | | | | • Submitted and filed NDA with FDA | | | | | • Stretch: Achieved potential for accelerated NDA approval decision (+30%) | | | | | • Stretch: Shifted operations to support potential accelerated commercial launch (+14%) | | | 2. DISC-0974 Development | 25% | | 20% | | | | • Presented interim data from Phase 2 RALLY-MF clinical trial in anemia of MF | | | | | • Presented data from Phase 1b trial in anemia of chronic kidney disease (CKD) | | | | | • Initiated CMC technology transfer to Phase 3 CDMO | | | 3. DISC-3405 Development | 15% | | 15% | | | | • Initiated Phase 2 clinical trial in PV | | | | | • Initiated Phase 1b clinical trial in SCD | | | | | • Initiated CMC technology transfer to Phase 3 CDMO | | | 4. Certain Early-Stage Development | 4% | | 2% | | | | • Initiated IND-enabling studies for new program | | | 5. Finance & Company Building | 21% | | 29% | | | | • Built key processes and infrastructure to support commercial launch readiness | | | | | • Met hiring objectives to support bitopertin launch plan | | | | | • Met all public company filing requirements | | | | | • Presented at major investor conferences | | | | | • Operated planned activities within budget projection | | | | | • Obtained financing to provide runway into 2029 (+8%) | | | TOTAL | 100% | | 145% |
Short Term Incentives
(1) Reflects only base goal weighting. Certain of these corporate goals include highly sensitive and competitive data, including preclinical, clinical, regulatory and strategic targets. We do not disclose the specific portions of these goals because we believe that such disclosure would result in competitive harm to us. We purposely set these goals at challenging levels. Revealing certain elements of these goals could potentially reveal insights about our preclinical, clinical, regulatory and strategic plans or objectives that our competitors or potential collaborators could use against us. In December 2025, the compensation committee evaluated our performance against the 2025 corporate goals. As described in detail in the table above, the compensation committee measured each base and stretch goal that was achieved or not achieved, and considered the Company's overall corporate performance during 2025. In particular, the compensation committee determined that achievement of the stretch goal regarding accelerating the timeline for a potential FDA approval decision with respect to our NDA for bitopertin as a result of the CNPV award, and the achievement of the stretch goal to shift operations to support a potential accelerated commercial launch of bitopertin, were the most impactful to the creation of long-term stockholder value and reflected exceptionally strong Company performance, and therefore assigned achievement percentages of 30% and 14%, respectively, to such goals, resulting in a 79% weighted achievement for the bitopertin development goal. In addition, the compensation committee determined that obtaining financing to extend our cash runway into 2029 constituted an additional achievement that was not included in the corporate goals at the beginning of the year and assigned an additional percentage of 8% to this achievement, resulting in a 29% weighted achievement for the finance & company building goal. As a result, the compensation committee recommended and the board of directors approved a total corporate goals achievement of 145% of target for 2025. Based on this achievement of our 2025 corporate goals and Dr. Quisel's recommendation to the compensation committee regarding the individual accomplishments of each of our other NEOs in 2025, our NEOs received the following annual cash bonuses for 2025:
Short Term Incentives
| Name | Target Bonus (% of Base Salary) | Percent of Target Awarded | Bonus Awarded (% of Annual Base Salary) | Bonus Awarded ($) | | John Quisel, J.D., Ph.D. | 55% | 145% | 79.75% | 554,263 | | Jean Franchi | 40% | 145% | 58.00% | 307,980 | | Pamela Stephenson, M.P.H. | 40% | 145% | 58.00% | 301,600 | | William Savage, M.D., Ph.D. | 40% | 145% | 58.00% | 303,340 | | Jonathan Yu, M.B.A. | 40% | 145% | 58.00% | 294,060 |
Long Term Incentives
Long Term Incentives The market for qualified and talented executives in the biopharmaceutical industry is highly competitive, and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe long-term incentive compensation is a crucial component of our executive compensation package. We grant a mix of stock options and RSUs as part of our on-hire and annual awards to our NEOs. The size of equity awards granted to our NEOs varies based on their role and annual performance assessments. For more information about how we set the long-term incentive compensation of our NEOs, please see the section below entitled "Process for Setting Total Compensation." Our long-term incentive compensation program is designed to: • reward demonstrated leadership and performance; • align our executive officers’ interests with those of our stockholders by participating in long-term value creation; • reinforce our pay-for-performance philosophy; • retain our executive officers through the vesting period of the awards; • maintain competitive levels of executive compensation; and • motivate our executive officers to deliver outstanding future performance. For our 2025 annual long-term incentive award, the compensation committee approved the following equity award mix for our NEOs: a balanced mix of stock options and RSUs, generally reflecting an approximate 50/50 allocation between stock options and RSUs on an option equivalent basis. Stock Options and Restricted Stock Units We award stock options and RSUs as our long-term incentive compensation because they directly align executive compensation with the creation of stockholder value, and the ultimate value received from stock options and RSUs depends on stock price performance after the grant date. Stock options and RSUs also encourage retention through time-based vesting. This award mix is also aligned with peer practices, as advised by our independent compensation consultant. Stock option awards to newly hired NEOs generally vest as to 25% of the shares subject to the option after one year and in equal monthly installments over the following three years, and stock option awards to existing NEOs generally vest in monthly installments over four years, in both cases, generally subject to continued employment. The exercise price of all stock options is equal to the closing price of our common stock on the grant date as reported by the Nasdaq Stock Market. RSU awards to our NEOs generally vest in annual installments over four years, generally subject to continued employment. In establishing annual long-term incentive award levels for our NEOs other than our Chief Executive Officer, and in formulating a recommendation to the board of directors on the long-term incentive awards to be granted to our Chief Executive Officer, the compensation committee evaluates long-term incentive award data from our peer group (as well as broader market survey data), overall Company performance, the amount of equity previously awarded to the NEOs and the vesting terms of such prior awards, and the Company’s broader organizational equity needs and overall dilution. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer benchmarks and is consistent with our overall equity needs and dilution levels. 2025 Annual Awards Based on the compensation committee's evaluation, the compensation committee or the board of directors, as applicable, granted long-term incentive awards to our NEOs in February 2025. The table below reflects these long-term incentive awards granted in the form of stock options and RSUs, with the values calculated in accordance with FASB ASC Topic 718 and as reported in our Summary Compensation Table.
Long Term Incentives
| Name | Grant Date | Stock Options Awarded (#) | Stock Option Value ($) | RSUs Awarded (#) | RSU Value ($) | | John Quisel, J.D., Ph.D. | 2/10/2025 | 117,505 | 4,441,046 | 78,337 | 4,285,817 | | Jean Franchi | 2/10/2025 | 36,000 | 1,360,603 | 36,000 | 1,969,560 | | Pamela Stephenson, M.P.H. | 2/10/2025 | 36,000 | 1,360,603 | 36,000 | 1,969,560 | | William Savage, M.D., Ph.D. | 2/10/2025 | 36,000 | 1,360,603 | 24,000 | 1,313,040 | | Jonathan Yu, M.B.A. | 2/10/2025 | 36,000 | 1,360,603 | 24,000 | 1,313,040 |
Role of the Compensation Committee
Role of the Compensation Committee The implementation of our compensation philosophy is carried out under the supervision of our compensation committee. The compensation committee uses the services of an independent compensation consultant who is retained by, and reports directly to, the compensation committee. Management, under guidelines and procedures approved by the compensation committee, determines the compensation of our non-executive officer employees. Towards the end of each year, the compensation committee deliberates regarding performance-based compensation payouts for the end of such year as well as the base salary, target cash incentives and long-term equity award components of compensation to be awarded to our NEOs, including our Chief Executive Officer, for the next fiscal year. As a result of such deliberations, the compensation committee makes decisions regarding the compensation for our NEOs other than our Chief Executive Officer, and makes a recommendation to the board of directors regarding the compensation of our Chief Executive Officer, for the next fiscal year. In setting compensation for our other NEOs, the compensation committee solicits the input of our Chief Executive Officer, who recommends to the compensation committee the base salary, target cash incentives and long-term equity award components of compensation to be awarded to our NEOs for the next fiscal year, as well as performance-based compensation payouts. The compensation committee remains solely responsible for making the final decisions on compensation for all of our NEOs other than our Chief Executive Officer, whose compensation is determined by the board of directors. Our NEOs, including our Chief Executive Officer, are not present during discussions of their respective compensation packages nor do they participate in approving any portion of their own or other NEO compensation packages. The compensation committee considers a variety of factors, as described below, which may vary from year to year, to set the compensation of our NEOs at levels that the compensation committee considers to be competitive and appropriate for each NEO, using the compensation committee’s professional experience and judgment: • Company performance • Market data from the independent compensation consultant • Individual performance Retention risk Independent compensation consultant recommendations Chief Executive Officer’s recommendations (other than for himself), based on direct knowledge of NEO performance and his extensive industry experience • Internal pay equity among individuals and positions • Criticality and scope of job function • Total targeted and historical compensation • Any other factors the compensation committee determines appropriate Towards the end of each year, Company-wide performance goals for the following year are finalized by the compensation committee and the board of directors, and progress toward these goals is reviewed at meetings throughout the year. In addition, to verify the alignment of our compensation program with our business strategy and with the items that we believe drive the creation of stockholder value, the compensation committee reviews the elements and competitiveness of our executive compensation program throughout the year and determines whether it would be appropriate to make any changes to program components.
Role of the Compensation Consultant
Role of the Compensation Consultant The compensation committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the compensation committee in performing its responsibilities. The compensation committee may terminate the services of the consultant if the compensation committee deems it appropriate. In 2025, the compensation committee utilized the services of Pearl Meyer to assist it in fulfilling its responsibilities, including for advice regarding overall compensation program design, peer group development and updates, and director and executive compensation benchmarking. We develop our compensation programs after reviewing publicly available compensation data for our peer group, as provided by Pearl Meyer, supplemented by subscription survey data that we may procure through other vendors, as appropriate. The board of directors and the compensation committee consider Pearl Meyer’s data, analysis and recommendations on certain compensation matters as they deem appropriate. The compensation committee annually evaluates its engagement of compensation consultants, and selected Pearl Meyer to advise with respect to compensation matters based on Pearl Meyer’s industry experience and reputation. The compensation committee has assessed the independence of Pearl Meyer pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the compensation committee.
Peer Group and Benchmarking
Peer Group and Benchmarking In evaluating the total compensation of our NEOs, our compensation committee, using information provided by Pearl Meyer, annually reassesses a peer group of publicly traded biotechnology and pharmaceutical companies that are selected based on similarities to our Company. In 2024, the criteria used to determine the peer group for 2025 compensation determinations included: • Valuation: Market capitalizations between $400 million and $4.0 billion; • Stage of Development: Clinical-stage companies with an initial public offering before 2024, with a preference for later-stage companies; and Operating Size: Between 25 and 200 employees and operating expense over the prior 12 months of less than $250 million. Within these parameters, the compensation committee determined that our peer group for 2025 compensation comparisons and decisions was as follows:
Peer Group and Benchmarking
| 89Bio, Inc. | iTeos Therapeutics, Inc. | | Akero Therapeutics, Inc.* | Keros Therapeutics, Inc. | | Centessa Pharmaceuticals plc* | Kymera Therapeutics, Inc.* | | Cogent Biosciences, Inc. | Protagonist Therapeutics, Inc. | | Cullinan Therapeutics, Inc. | Scholar Rock Holding Corporation | | Dyne Therapeutics, Inc. | Stoke Therapeutics, Inc.* | | Edgewise Therapeutics, Inc. | Syndax Pharmaceuticals, Inc. | | Fulcrum Therapeutics, Inc.* | Terns Pharmaceuticals, Inc. | | IDEAYA Biosciences, Inc. | Viridian Therapeutics, Inc. |
Peer Group and Benchmarking
The five companies marked with an asterisk were added to the 2025 peer group; six companies that no longer met the criteria were removed (CymaBay Therapeutics, Inc., Design Therapeutics, Inc., Foghorn Therapeutics, Inc., Morphic Holding, Inc., Rallybio Corporation, and Viking Therapeutics, Inc.). The compensation committee believes that the compensation practices of our 2025 peer group provided us with appropriate compensation benchmarks for evaluating the compensation of our NEOs for 2025. Notwithstanding the similarities of our 2025 peer group, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, or with smaller private companies that may be able to offer greater equity compensation potential, as well as with prestigious academic and non-profit institutions. Although our compensation committee and board of directors generally target compensation for each NEO to be competitive with the compensation provided by our peers for the same or a similar position, including targeting base salaries, annual target bonus opportunities, and long-term equity incentives that approximate the 50th percentile of our peer group, they may consider other criteria, including market factors, the experience level of the executive and the executive’s performance against established corporate goals, in determining variations to this general target range.
Severance and Change of Control Benefits
Severance and Change of Control Benefits Each NEO is also eligible for severance benefits in specified circumstances, as set forth in each such officer’s employment agreement. Under the terms of these agreements, upon execution and effectiveness of a severance agreement and release of claims, each NEO will be entitled to double-trigger severance payments if at any time, including within three months prior to or 12 months following a change in control, we: • terminate his or her employment without cause; or he or she terminates employment with us for good reason. We provide these severance arrangements because we believe that, in a competitive market for talent, severance arrangements are necessary to attract and retain high quality executives. In addition, the change in control benefit allows and incentivizes executives to maintain their focus on our business during a period when they otherwise might be distracted. Please refer to “Employment Arrangements with Named Executive Officers” below for a more detailed discussion of severance benefits for our NEOs.
Equity Grant Practices
Equity Grant Practices Our compensation committee generally approves the annual equity awards for our executive officers, including each of our NEOs (except for the Chief Executive Officer whose annual equity awards are approved by our board of directors), at a pre-scheduled meeting or by unanimous written consent in the last quarter of the preceding fiscal year, with such grants generally effective in the first quarter of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an individual, or where the compensation committee determines it is in the best interests of the Company, the compensation committee may approve the grant of equity awards at other times. In particular, the compensation committee's practice is to approve on-hire grants of equity awards to new executives effective upon their date of hire or promotion, as applicable. During fiscal year 2025, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation awarded, and no NEO was granted an equity award during the period beginning four business days before, and ending one business day after, the filing of a periodic report on Form 10-Q or an annual report on Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, and paid to our named executive officers, or NEOs, for services rendered to us in all capacities for the fiscal years ended December 31, 2025, 2024 and 2023, as applicable.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | John Quisel, J.D., Ph.D. | 2025 | 695,000 | — | 4,285,817 | 4,441,046 | 554,263 | 10,500 | 9,986,626 | | President and Chief Executive Officer | 2024 | 645,000 | — | 4,240,724 | 3,690,937 | 478,913 | 10,350 | 9,065,924 | | | 2023 | 562,000 | — | — | — | 337,200 | 9,900 | 909,100 | | Jean Franchi | 2025 | 531,000 | — | 1,969,560 | 1,360,603 | 307,980 | — | 4,169,143 | | Chief Financial Officer | 2024 | 464,491 | 75,000 | 2,392,457 | 2,090,102 | 278,100 | — | 5,300,150 | | Pamela Stephenson, M.P.H. | 2025 | 520,000 | — | 1,969,560 | 1,360,603 | 301,600 | 10,500 | 4,162,263 | | Chief Commercial Officer | 2024 | 428,603 | 40,000 | 2,370,824 | 2,082,577 | 272,700 | 10,350 | 5,205,054 | | William Savage, M.D., Ph.D. | 2025 | 523,000 | — | 1,313,040 | 1,360,603 | 303,340 | 10,500 | 3,510,483 | | Chief Medical Officer | 2024 | 505,000 | 50,000 | 1,184,387 | 1,030,719 | 272,700 | 10,350 | 3,053,156 | | | 2023 | 458,000 | — | — | — | 219,840 | 9,900 | 687,740 | | Jonathan Yu, M.B.A. | 2025 | 507,000 | — | 1,313,040 | 1,360,603 | 294,060 | 10,500 | 3,485,203 | | Chief Operating Officer | 2024 | 490,000 | — | 1,160,744 | 1,010,327 | 264,600 | 10,350 | 2,936,021 | | | 2023 | 419,000 | — | — | — | 201,120 | 7,885 | 628,005 |
2025 Summary Compensation Table
___________________ (1) Amounts reported reflect salaries earned by each NEO during the respective fiscal year. (2) Amounts reported represent the aggregate grant date fair value of the RSUs granted to our NEOs during 2025, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, not including any estimates of forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 10 to our consolidated financial statements included in Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3) Amounts reported represent the aggregate grant date fair value of the stock options awarded to our NEOs, calculated in accordance with FASB ASC Topic 718, not including any estimates of forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 to our consolidated financial statements included in Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by our NEOs upon the exercise of the stock options or any sale of the common stock underlying such stock options. (4) Amounts reported represent bonuses earned as of December 31, 2025, upon the attainment of one or more pre-established performance goals established by our board of directors on an annual basis under our cash incentive program. Amounts reported represent safe harbor matching contributions under our 401(k) plan in 2025.
Grants of Plan-Based Awards for Fiscal Year 2025
Grants of Plan-Based Awards for Fiscal Year 2025 The following table sets forth information concerning each grant of an award made to an NEO during the fiscal year ended December 31, 2025 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received. Except where stated otherwise, all equity awards granted to NEOs during 2025 were granted under the Company’s Amended and Restated 2021 Stock Option and Incentive Plan, or the 2021 Plan.
Grants of Plan-Based Awards for Fiscal Year 2025
| Name | Grant Date | Approval Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards: Target ($) | | All Other Stock Awards: Number of Shares of Stock or units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock and Option Awards(6) | | | | | Target(2) | Maximum(2) | | | | | | John Quisel, J.D., Ph.D. | — | — | 382,250 | 573,375 | — | — | — | — | | | 2/10/2025 | 12/17/2024 | — | — | 78,337 | — | — | 4,285,817 | | | 2/10/2025 | 12/17/2024 | — | — | — | 117,505 | 54.71 | 4,441,046 | | Jean Franchi | — | — | 212,400 | 318,600 | — | — | — | — | | | 2/10/2025 | 12/16/2024 | — | — | 36,000 | — | — | 1,969,560 | | | 2/10/2025 | 12/16/2024 | — | — | — | 36,000 | 54.71 | 1,360,603 | | Pamela Stephenson, M.P.H. | — | — | 208,000 | 312,000 | — | — | — | — | | | 2/10/2025 | 12/16/2024 | — | — | 36,000 | — | — | 1,969,560 | | | 2/10/2025 | 12/16/2024 | — | — | — | 36,000 | 54.71 | 1,360,603 | | William Savage, M.D., Ph.D. | — | — | 209,200 | 313,800 | — | — | — | — | | | 2/10/2025 | 12/16/2024 | — | — | 24,000 | — | — | 1,313,040 | | | 2/10/2025 | 12/16/2024 | — | — | — | 36,000 | 54.71 | 1,360,603 | | Jonathan Yu, M.B.A. | — | — | 202,800 | 304,200 | — | — | — | — | | | 2/10/2025 | 12/16/2024 | — | — | 24,000 | — | — | 1,313,040 | | | 2/10/2025 | 12/16/2024 | — | — | — | 36,000 | 54.71 | 1,360,603 |
Grants of Plan-Based Awards for Fiscal Year 2025
___________________ (1) Represents the date the compensation committee or the board of directors, as applicable, took action to grant the award, where such action took place on a date other than the grant date. (2) Represents the target and maximum amounts of each executive’s cash payments under our 2025 annual performance-based cash incentive program as described in “Compensation Discussion and Analysis” above. Actual payments made for 2025 are provided in the “2025 Summary Compensation Table.” As there is no threshold amount with respect to these performance-based cash payments, the column “Threshold ($)” is inapplicable and therefore has been omitted from this table. (3) Represents RSUs awarded with time-based vesting criteria established by the compensation committee and described in "Compensation Discussion and Analysis" above. (4) Represents stock options awarded with time-based vesting criteria established by the compensation committee and described in "Compensation Discussion and Analysis" above. (5) The exercise price of these stock options is equal to the closing price of our common stock as reported on the Nasdaq Global Market on the grant date. These amounts represent the aggregate grant date fair value of awards granted to our NEOs in 2025, computed in accordance with FASB ASC Topic 718, not including any estimates of forfeitures related to service-based vesting conditions. See Note 10 of “Notes to Consolidated Financial Statements” in our 2025 Annual Report filed with the SEC on February 26, 2026 for a discussion of assumptions made by the Company in determining the aggregate grant date fair value of our option awards.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025:
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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) | | John Quisel, J.D., Ph.D. | 2/10/2025(3) | 2/15/2025 | — | — | — | — | 78,337 | 6,220,741 | | | 2/10/2025(4) | 2/10/2025 | 24,480 | 93,025 | 54.71 | 2/10/2035 | — | — | | | 1/10/2024(3) | 2/15/2024 | — | — | — | — | 49,774 | 3,952,553 | | | 1/10/2024(4) | 1/10/2024 | 47,701 | 51,849 | 63.90 | 1/10/2034 | — | — | | | 12/29/2022(4) | 12/29/2022 | 99,001 | 33,001 | 13.50 | 12/29/2032 | — | — | | | 9/14/2021(5) | 9/1/2021 | 75,375 | — | 9.86 | 9/13/2031 | — | — | | | 10/23/2020(5) | 10/7/2020 | 41,830 | — | 2.65 | 10/22/2030 | — | — | | | 3/11/2020(5) | 2/25/2020 | 186,120 | — | 1.01 | 3/10/2030 | — | — | | Jean Franchi | 2/10/2025(3) | 2/15/2025 | — | — | — | — | 36,000 | 2,858,760 | | | 2/10/2025(4) | 2/10/2025 | 7,500 | 28,500 | 54.71 | 2/10/2035 | — | — | | | 2/7/2024(3) | 2/15/2024 | — | — | — | — | 27,499 | 2,183,696 | | | 2/7/2024(6) | 2/7/2024 | 25,208 | 29,792 | 65.25 | 2/6/2034 | — | — | | Pamela Stephenson, M.P.H. | 2/10/2025(3) | 2/15/2025 | — | — | — | — | 36,000 | 2,858,760 | | | 2/10/2025(4) | 2/10/2025 | 7,500 | 28,500 | 54.71 | 2/10/2035 | — | — | | | 2/26/2024(3) | 2/15/2024 | — | — | — | — | 27,499 | 2,183,696 | | | 2/26/2024(6) | 2/26/2024 | 25,208 | 29,792 | 64.66 | 2/25/2034 | — | — | | William Savage, M.D., Ph.D. | 2/10/2025(3) | 2/15/2025 | — | — | — | — | 24,000 | 1,905,840 | | | 2/10/2025(4) | 2/10/2025 | 7,500 | 28,500 | 54.71 | 2/10/2035 | — | — | | | 1/10/2024(3) | 2/15/2024 | — | — | — | — | 13,901 | 1,103,878 | | | 1/10/2024(4) | 1/10/2024 | 13,320 | 14,480 | 63.90 | 1/10/2034 | — | — | | | 12/29/2022(4) | 12/29/2022 | 20,174 | 9,731 | 13.50 | 12/29/2032 | — | — | | | 9/14/2021(5) | 9/1/2021 | 3,550 | — | 9.86 | 9/13/2031 | — | — | | | 9/14/2021(5) | 7/1/2021 | 2,628 | — | 9.86 | 9/13/2031 | — | — | | Jonathan Yu, M.B.A. | 2/10/2025(3) | 2/15/2025 | — | — | — | — | 24,000 | 1,905,840 | | | 2/10/2025(4) | 2/10/2025 | 7,500 | 28,500 | 54.71 | 2/10/2035 | — | — | | | 1/10/2024(3) | 2/15/2024 | — | — | — | — | 13,624 | 1,081,882 | | | 1/10/2024(4) | 1/10/2024 | 13,057 | 14,193 | 63.90 | 1/10/2034 | — | — | | | 12/29/2022(4) | 12/29/2022 | 25,385 | 8,462 | 13.50 | 12/29/2032 | — | — | | | 9/14/2021(5) | 9/1/2021 | 45,302 | — | 9.86 | 9/13/2031 | — | — | | | 9/14/2021(5) | 7/1/2021 | 7,014 | — | 9.86 | 9/13/2031 | — | — | | | 10/23/2020(5) | 10/7/2020 | 16,380 | — | 2.65 | 10/22/2030 | — | — | | | 8/11/2020(5) | 7/1/2020 | 7,941 | — | 2.65 | 8/10/2030 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
Pursuant to the terms of our 2017 Stock Option and Grant Plan, as amended, the exercise price of, and number of shares subject to, stock options granted in years 2020 and 2021 were adjusted in connection with (i) the 1-for-10 reverse stock split and (ii) our merger with Gemini Therapeutics, Inc., or Gemini, each of which occurred on December 29, 2022, pursuant to which all of our shares of common stock were converted into shares of Gemini’s common stock based on an exchange ratio of 0.1096. Accordingly, such stock options shown in the table above (and in the corresponding footnotes) reflect our NEOs’ post-reverse stock split holdings and post-conversion holdings. (2) The market value of the stock awards is determined by multiplying the number of shares subject to the award by $79.41, which was the closing price of our common stock on December 31, 2025, the last trading day of the fiscal year. (3) Represents RSUs that vest in equal 25% installments over four years on each anniversary of the vesting commencement date, subject to the NEO’s continuous service. (4) This stock option vests in 48 equal monthly installments following the vesting commencement date, subject to the NEO’s continuous service. (5) This stock option became vested in full on or prior to December 31, 2025. (6) 25% of the shares vested on the one-year anniversary of the vesting commencement date. The remaining shares vest in 36 equal monthly installments following the vesting commencement date, subject to the NEO’s continuous service.
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 The following table sets forth information concerning option exercises and stock vested for each of our NEOs during the fiscal year ended December 31, 2025:
Option Exercises and Stock Vested in Fiscal Year 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | John Quisel, J.D., Ph.D. | 109,300 | 6,977,811 | 16,591 | 897,573 | | Jean Franchi | — | — | 9,167 | 495,935 | | Pamela Stephenson, M.P.H. | — | — | 9,167 | 495,935 | | William Savage, M.D., Ph.D. | 40,944 | 1,950,209 | 4,634 | 250,699 | | Jonathan Yu, M.B.A. | 30,000 | 2,461,424 | 4,541 | 245,668 |
Option Exercises and Stock Vested in Fiscal Year 2025
___________________ (1) Value realized on exercise of stock option awards does not represent proceeds from any sale of any common stock acquired upon exercise, but is determined by multiplying the number of shares acquired upon exercise by the difference between the exercise price of the option and the closing price of our common stock on the Nasdaq Global Market at each time of exercise. Value realized upon vesting represents the number of vested RSUs multiplied by the closing price of our common stock on the Nasdaq Global Market at the time of each vesting.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The amount of compensation and benefits payable to each NEO under their employment agreements in various termination and/or change-in-control situations has been estimated in the table below, which assumes that such termination and/or change-in-control occurred on December 31, 2025. For purposes of the following table, we have used $79.41 per share, which was the closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2025, the last trading day of the year 2025, to estimate the value of our common stock upon acceleration. The value of the option vesting acceleration was calculated by multiplying the number of unvested shares underlying stock options subject to vesting acceleration as of December 31, 2025 by the difference between the closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2025 and the exercise price for such unvested stock options. For the avoidance of doubt, the amounts in the table below represent estimated potential payments. No NEO's employment was terminated on December 31, 2025 and a change in control did not occur on that date. Moreover, there can be no assurance that a termination of employment, a change in control, or both would produce the same or similar results as those set forth below if either or both of them occurred on any other date.
Potential Payments upon Termination or Change in Control
| | | Triggering Event | | | | | Name | Benefit | Change in Control (Without Termination of Employment) ($) | Resignation for Good Reason or Termination Without Cause During Change In Control Period ($) | Resignation for Good Reason or Termination Without Cause Outside Change in Control Period ($) | Termination Due to Death or Disability ($) | | John Quisel, J.D., Ph.D. | Cash Severance | — | 1,042,500(1) | 695,000(2) | — | | | Bonus Payment | — | 382,250(3) | 382,250(3) | — | | | Option Acceleration | — | 5,276,991(4) | 1,319,248(5) | — | | | RSU Acceleration | — | 10,173,295(6) | 2,543,324(7) | — | | | Health Benefits | — | 55,945(8) | 37,297(9) | — | | | Total | — | 16,930,981 | 4,977,118 | — | | Jean Franchi | Cash Severance | — | 531,000(2) | 386,250(10) | — | | | Bonus Payment | — | 212,400(3) | — | — | | | Option Acceleration | — | 1,125,805(4) | — | — | | | RSU Acceleration | — | 5,042,456(6) | — | — | | | Health Benefits | — | 37,297(9) | 27,972(11) | — | | | Total | — | 6,948,957 | 414,222 | — | | Pamela Stephenson, M.P.H. | Cash Severance | — | 520,000(2) | 378,750(10) | — | | | Bonus Payment | — | 208,000(3) | — | — | | | Option Acceleration | — | 1,143,382(4) | — | — | | | RSU Acceleration | — | 5,042,456(6) | — | — | | | Health Benefits | — | 37,297(9) | 27,972(11) | — | | | Total | — | 6,951,135 | 406,722 | — | | William Savage, M.D., Ph.D. | Cash Severance | — | 523,000(2) | 378,750(10) | — | | | Bonus Payment | — | 209,200(3) | — | — | | | Option Acceleration | — | 1,569,905(4) | — | — | | | RSU Acceleration | — | 3,009,718(6) | — | — | | | Health Benefits | — | — | — | — | | | Total | — | 5,311,823 | 378,750 | — | | Jonathan Yu, M.B.A. | Cash Severance | — | 507,000(2) | 367,500(10) | — |
Potential Payments upon Termination or Change in Control
| Bonus Payment | — | 202,800(3) | — | — | | Option Acceleration | — | 1,481,814(4) | — | — | | RSU Acceleration | — | 2,987,722(6) | — | — | | Health Benefits | — | 37,297(9) | 27,972(11) | — | | Total | — | 5,216,633 | 395,472 | — |
Potential Payments upon Termination or Change in Control
Represents an amount equal to 18 months of the NEO's base salary in effect as of December 31, 2025. (2) Represents an amount equal to 12 months of the NEO’s base salary in effect as of December 31, 2025. (3) Represents a lump sum payment equal to the NEO’s target annual cash incentive bonus. (4) Represents the acceleration of vesting as to 100% of the unvested stock options held by the NEO. (5) Represents the acceleration of vesting as to 25% of the unvested stock options held by the NEO. (6) Represents the acceleration of vesting as to 100% of the RSUs held by the NEO. (7) Represents the acceleration of vesting as to 25% of the RSUs held by the NEO. (8) Represents a monthly cash payment for 18 months for continued medical and dental benefits for the NEO, based upon the premium rate in effect as of December 31, 2025. (9) Represents a monthly cash payment for 12 months for continued medical and dental benefits for the NEO, based upon the premium rate in effect as of December 31, 2025. (10) Represents an amount equal to nine months of the NEO’s base salary in effect as of December 31, 2025. (11) Represents a monthly cash payment for nine months for continued medical and dental benefits for the NEO, based upon the premium rate in effect as of December 31, 2025.
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our Chief Executive Officer during 2025, Dr. Quisel, and the ratio of these two amounts. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may use different methodologies, measurement dates, exclusions, estimates and assumptions in calculating their own pay ratios. We identified the median employee from our global employee population (excluding Dr. Quisel) and calculated the annual total compensation of both that employee and Dr. Quisel in accordance with the requirements of the Summary Compensation Table. The 2025 annual total compensation of Dr. Quisel is $9,986,626 and the 2025 annual total compensation of the median employee is $570,211. Based on this information, the ratio of the 2025 annual total compensation of Dr. Quisel to the estimated median of the 2025 annual total compensation of our employees was 18 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules.
Item 402(v) Pay Versus Performance
Item 402(v) 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, and the compensation committee does not utilize CAP (as defined below) as the basis for making compensation decisions. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to "Compensation Discussion and Analysis" above.
Required Tabular Disclosure of Pay Versus Performance
Required Tabular Disclosure of Pay Versus Performance The following table reports the compensation of our Principal Executive Officer, or PEO, which is the Chief Executive Officer, and the average compensation of the other non-PEO NEOs, or Non-PEO NEOs, as reported in the "2025 Summary Compensation Table" for the past four fiscal years, as well as Compensation Actually Paid, or CAP, as calculated under the SEC Pay-Versus-Performance disclosure requirements, together with certain performance measures required by the rules. We did not use any financial performance measure to link CAP to our NEOs to our company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a Company-Selected Measure in the table below nor a Tabular List of our most important financial metrics. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Required Tabular Disclosure of Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Loss (Thousands) ($)(7) | | 2025 | 9,986,626 | 13,475,891 | 3,831,773 | 5,162,323 | 257.82 | 119.85 | (212,184) | | 2024 | 9,065,924 | 8,673,485 | 3,827,045 | 4,301,978 | 205.84 | 90.52 | (109,357) | | 2023 | 909,100 | 5,226,012 | 1,220,778 | 1,915,148 | 187.53 | 91.78 | (76,429) | | 2022 | 1,831,265 | 1,183,878 | 841,281 | 690,939 | 64.58 | 88.48 | (46,827) |
Required Tabular Disclosure of Pay Versus Performance
___________________ (1) The dollar amounts reported in this column are the amounts of total compensation reported for Dr. Quisel (PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. The dollar amounts reported in this column represent the amount of CAP for Dr. Quisel, 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 Dr. Quisel during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Quisel’s total reported compensation for 2025, 2024, 2023, and 2022 to determine the CAP:
Required Tabular Disclosure of Pay Versus Performance
| | 2025 | 2024 | 2023 | 2022 | | Summary Compensation Total for PEO | $9,986,626 | $9,065,924 | $909,100 | $1,831,265 | | LESS: Grant date fair value of equity awards granted in the year indicated as reported in the SCT for such year | 8,726,863 | 7,931,661 | — | 1,081,150 | | ADD: Year-end fair value of equity awards granted in the year indicated that remained outstanding and unvested as of the end of such year | 10,574,937 | 7,053,758 | — | 1,636,989 | | ADD: Change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) | 1,158,980 | 110,243 | 3,018,833 | (560,576) | | ADD: Vesting-date fair value of equity awards granted during the year indicated that vested during such year | 531,752 | 672,472 | — | — | | ADD: Change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) | (49,541) | (297,251) | 1,298,079 | (642,650) | | LESS: Fair value as of the end of the year prior to the year indicated of equity awards forfeited during the year indicated | — | — | — | — | | Total Net Adjustments | $13,475,891 | $8,673,485 | $5,226,012 | $1,183,878 |
Required Tabular Disclosure of Pay Versus Performance
The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Jean Franchi, Pamela Stephenson, M.P.H., William Savage M.D., Ph.D., and Jonathan Yu, M.B.A.; (ii) for 2024, Jean Franchi, Pamela Stephenson, M.P.H., William Savage M.D., Ph.D., Jonathan Yu, M.B.A., and Joanne Bryce, C.P.A.; (iii) for 2023, Joanne Bryce, C.P.A. and William Savage, M.D., Ph.D.; and (iv) for 2022, Joanne Bryce, C.P.A., William Savage M.D., Ph.D., and Jonathan Yu, M.B.A. The dollar amounts reported in this column represent the average amount of CAP to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total reported compensation for the Non-PEO NEOs for each year to determine the CAP, using the same methodology described above in Note 2:
Required Tabular Disclosure of Pay Versus Performance
| | 2025 | 2024 | 2023 | 2022 | | Average Summary Compensation Total for non-PEO NEOs | $3,831,773 | $3,827,045 | $1,220,778 | $841,281 | | LESS: Average grant date fair value of equity awards granted in the year indicated as reported in the SCT for such year for non-PEO NEOS | 3,001,903 | 1,549,321 | 561,898 | 291,082 | | ADD: Average year-end fair value of equity awards granted in the year indicated that remained outstanding and unvested as of the end of such year for non-PEO NEOs | 3,716,292 | 2,525,993 | — | 440,732 | | ADD: Average change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) for non-PEO NEOs | 455,084 | 11,772 | 945,504 | (155,015) | | ADD: Average vesting-date fair value of equity awards granted during the year indicated that vested during such year for non-PEO NEOs | 297,234 | 102,383 | — | — | | ADD: Average change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) for non-PEO NEOs | (136,157) | (66,418) | 310,764 | (144,977) | | LESS: Average fair value as of the end of the year prior to the year indicated of equity awards forfeited during the year indicated for non-PEO NEOs | — | 549,476 | — | — | | Total Net Adjustments | $5,162,323 | $4,301,978 | $1,915,148 | $690,939 |
Required Tabular Disclosure of Pay Versus Performance
The dollar amounts in this column reflect the cumulative Total Shareholder Return (TSR) of our common stock for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2025, 2024, 2023, and 2022 respectively, calculated in accordance with Item 201(e) of Regulation S-K. (6) The dollar amounts in this column reflect the cumulative Total Shareholder Return (TSR) of our Peer Group for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2025, 2024, 2023, and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the Nasdaq Biotechnology Index, which the Company has identified as its peer group for purposes of Item 402(v) and which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (7) The dollar amounts reported in this column represent net loss reflected in the Company’s audited financial statements for the applicable fiscal year.
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the third graph below further illustrates the relationship between Company total shareholder return and that of the Peer Group. As noted above, CAP for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable fiscal years.
Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return, or TSR
Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return, or TSR As demonstrated by the following graph, the amount of CAP to the PEO, Dr. Quisel, and the average amount of CAP to the Company’s non-PEO NEOs as a group, is aligned with the Company’s cumulative TSR over the four years presented in the table. The alignment is due to the fact that a significant portion of CAP to Dr. Quisel and to the non-PEO NEOs is comprised of equity awards. As described in more detail in “Compensation Discussion and Analysis” above, the Company generally structures a significant portion of target compensation granted to the NEOs to be comprised of equity awards, and until December 31, 2023, all such equity awards consisted solely of stock options.
Description of Relationship Between NEO Compensation Actually Paid and Net Income/(Loss)
Description of Relationship Between NEO Compensation Actually Paid and Net Income/(Loss) As demonstrated by the following graph, the amount of CAP to Dr. Quisel and the average amount of CAP to the non-PEO NEOs as a group is not aligned with the Company’s net loss over the four years presented in the table. We are a clinical-stage company with no products approved for commercial sale and we have not generated any revenue from product sales to date. Further, we expect to continue to incur significant research and development costs, and other expenses related to our clinical development programs and ongoing operations. Consequently, we have not historically looked to net loss as an appropriate performance measure for our executive compensation program.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2025. Dr. Quisel, one of our directors who also serves as our Chief Executive Officer, does not receive any additional compensation for his service as a director and, consequently, is not included in this table. Dr. Quisel is one of our named executive officers and, accordingly, the compensation that we pay to Dr. Quisel is discussed above under ‘‘2025 Summary Compensation Table’’ above. Other than as described in this paragraph and set forth in the table and described more fully below, we did not pay any compensation or make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2025 for their services as members of the board of directors.
2025 Director Compensation Table
2025 Director Compensation Table
2025 Director Compensation Table
| Name | Fee Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Nadim Ahmed | 21,087 | 964,522 | 985,609 | | Donald Nicholson, Ph.D. | 170,000 | 418,177 | 588,177 | | Georges Gemayel, Ph.D. | 45,000 | 468,238(3) | 513,238 | | William White, M.P.P., J.D. | 60,000 | 418,177 | 478,177 | | Kevin Bitterman, Ph.D. | 57,500 | 418,177 | 475,677 | | Liam Ratcliffe, M.D., Ph.D. | 55,000 | 418,177 | 473,177 | | Mark Chin, M.S., M.B.A. | 52,500 | 418,177 | 470,677 | | Mona Ashiya, Ph.D.(4) | 52,500 | 221,872 | 274,372 |
2025 Director Compensation Table
___________________ (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the non-employee directors during fiscal year 2025, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 10 to our consolidated financial statements included in Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received upon exercise of the stock options or any sale of any of the underlying shares of common stock. (2) As of December 31, 2025, our non-employee members of our board of directors held the following aggregate number of unexercised options as of such date:
2025 Director Compensation Table
| Name | Number of Securities Underlying Unexercised Options | | Donald Nicholson, Ph.D. | 155,598 | | Georges Gemayel, Ph.D. | 123,082 | | Mona Ashiya, Ph.D. | 34,136 | | Mark Chin, M.S., M.B.A. | 34,136 | | Liam Ratcliffe, M.D., Ph.D. | 34,136 | | Kevin Bitterman, Ph.D. | 27,136 | | William White, M.P.P., J.D. | 21,804 | | Nadim Ahmed | 20,000 |
2025 Director Compensation Table
(3) On September 16, 2025, our board of directors awarded to Dr. Gemayel an option to purchase 1,000 shares of our common stock in recognition of Dr. Gemayel's significant contributions as a director in support of the Company's commercialization preparations, which award was in addition to the 2025 annual stock option award under our non-employee director compensation policy. Dr. Ashiya resigned from the board effective October 3, 2025.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy We have implemented a formal policy that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber non-employee directors. Pursuant to this policy, in 2025 our non-employee directors were eligible to receive the following cash retainers:
Non-Employee Director Compensation Policy
| | Annual Retainer for Non-Chair Member ($) | Annual Retainer for Chair ($) | | Board of Directors | 40,000 | 150,000 | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 7,500 | 15,000 | | Commercial Committee | 7,500 | 15,000 | | Nominating and Corporate Governance Committee | 5,000 | 10,000 |
Non-Employee Director Compensation Policy
During 2025, the non-employee director compensation policy also provided that, upon initial election to our board of directors, such non-employee director will be granted an option to purchase 20,000 shares of our common stock, or the Initial Grant. The Initial Grant will vest in equal monthly installments over three years, with a one-year cliff from the date of grant, subject to continued service through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an annual option to purchase 10,000 shares of our common stock, or the Annual Grant. The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of the Company. For 2026, our compensation committee, with input from our compensation consultant, recommended, and the board of directors approved, increasing the annual cash retainer for non-chair members of the board of directors to $45,000 to align with the 50th percentile of the market data for our peer group, with no changes to the other annual cash retainers. In addition, for 2026, our compensation committee, with input from our compensation consultant, recommended, and the board of directors approved, limiting (i) the Initial Grant to an option to purchase the lesser of (A) 20,000 shares of our common stock, or (B) such number of shares of our common stock with a grant date fair value equal to approximately $730,000, and (ii) the Annual Grant to an annual option to purchase the lesser of (A) 10,000 shares of our common stock, or (B) such number of shares of our common stock with a grant date fair value equal to approximately $365,000. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period shall not exceed (i) $1,000,000 in the first calendar year an individual becomes a non-employee director and (ii) $750,000 in any other year. Employee directors receive no additional compensation for their service as a director. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof.