DEF 14A of Heartflow, Inc.
Filed Apr 29, 2026 · FY20250001193125-26-189307
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS Under our governing documents, the Board has the power to set the number of directors from time to time by resolutions. Our Board presently consists of seven members who are divided into three classes designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting, with each director to serve from the time of his or her respective election until the third annual meeting of stockholders following his or her respective election and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Class I directors consist of Julie A. Cullivan and John C.M. Farquhar; Class II directors consist of Jeffrey C. Lightcap, Casey M. Tansey, and Timothy C. Barabe; and Class III directors consist of Wayne J. Riley, M.D. and William C. Weldon. The nominating and corporate governance committee of the Board has recommended, and the Board has approved, the nomination of our Class I directors, Ms. Cullivan and Mr. Farquhar, for re-election for a three-year term expiring at the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of Ms. Cullivan and Mr. Farquhar is currently a director of the Company. 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 if elected. If any nominee should become unable or unwilling for good cause to serve, the named proxies will have discretion to vote properly submitted proxies for a substitute nominee designated by our nominating and corporate governance committee and approved by the Board, or our Board may choose to reduce its size. We have no reason to believe that any nominee named will be unable to serve if elected.
Nominees for Director and Continuing Directors
Nominees for Director and Continuing Directors The names and ages of the nominees and continuing directors, their length of service with the Company and their Board committee memberships are set forth in the table below.
Nominees for Director and Continuing Directors
| Name | Age | Director Since | Class Current Term Expires | Independent | AC | CC | NCG | | Nominees | | | | | | | | | Julie A. Cullivan | 60 | November 2020 | I 2026 | Yes | M, F | | | | John C.M. Farquhar | 54 | March 2022 | I 2026 | No | | | | | Continuing Directors | | | | | | | | | Timothy C. Barabe | 73 | January 2022 | II 2027 | Yes | C, F | | | | Jeffrey C. Lightcap | 67 | December 2011 | II 2027 | Yes | | M | M | | Wayne J. Riley, M.D. | 67 | November 2021 | III 2028 | Yes | M, F | C | | | Casey M. Tansey | 68 | August 2010 | II 2027 | Yes | | M | M | | William C. Weldon* | 77 | September 2014 | III 2028 | Yes | | | C |
Nominees for Director and Continuing Directors
*: Chairman of the Board F: Financial Expert M: Member C: Committee Chair AC: Audit Committee CC: Compensation Committee NCG: Nominating & Corporate Governance Committee
Biographical Information of Directors and Director Nominees
Biographical Information of Directors and Director Nominees A brief biography of each nominee and each continuing director is set forth below, which includes information, as of the Record Date, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the nominating and corporate governance committee and the Board to believe that the director should serve on the Board:
Class I Director Nominees
Class I Director Nominees Julie A. Cullivan has served as a member of our Board since November 2020. She most recently served as the chief technology and people officer at Forescout Technologies, Inc. (“Forescout”), a network security software company, from June 2017 until January 2021. Prior to joining Forescout, Ms. Cullivan served as the executive vice president, business operations and chief information officer of FireEye, Inc., an enterprise cybersecurity company, from January 2013 until May 2017, and as a senior vice president at McAfee Corp., a global computer security software company, from April 2008 until October 2011. Additionally, Ms. Cullivan held executive roles at Autodesk, Inc., EMC Corporation, and Oracle Corporation. Ms. Cullivan has served on the board of directors of Axon Enterprises, Inc. (NASDAQ:AXON) since 2017, where she serves as member of the nominating and governance committee and of the enterprise risk and compliance committee, Cobalt Labs, Inc. since 2022, and OPSWAT, Inc. since 2021 and previously served on the boards of Astra Space, Inc. (NASDAQ: ASTR), Judy Security (a/k/a AaDya Security Inc.), and SADA Systems LLC. Ms. Cullivan received a B.S. in Finance from Santa Clara University. We believe that Ms. Cullivan’s extensive experience in the technology sector, including her past roles at leading technology, cybersecurity and digital infrastructure companies, qualifies Ms. Cullivan to serve on our Board. John C.M. Farquhar has served as our Chief Executive Officer and as a member of our Board since March 2022 and as our President since January 2022, and he served as our Chief Operating Officer from July 2021 to March 2022. Prior to joining the Company, from March 2008 to July 2021, Mr. Farquhar held numerous positions of increasing responsibility across the cardiovascular and diabetes portfolios of Medtronic Public Limited Company (“Medtronic”), a global medical technology company, most recently serving as President and General Manager from June 2018 until July 2021. Prior to that, Mr. Farquhar served as a Marketing Manager at General Mills, Inc., a multinational manufacturer and marketer of branded processed consumer foods, from January 2004 until March 2008. He received a B.A. in Psychology and History from Duke University and an M.B.A. from Northwestern University’s Kellogg School of Management. We believe that Mr. Farquhar’s extensive experience in the medical sector qualifies Mr. Farquhar to serve on our Board and his role as our Chief Executive Officer provides a vital link between our Board and our management team.
Continuing Directors
Continuing Directors William C. Weldon has served as Chair of our Board from June 2017 to May 2019 and since 2020 and also as a member of our Board since September 2014. Mr. Weldon is the former Chairman of the board and Chief Executive Officer of Johnson & Johnson (Nasdaq: JNJ), a global developer and manufacturer of healthcare products, having served in those positions from 2002 until his retirement in 2012. Mr. Weldon previously served in a variety of senior executive positions during his 41-year career with Johnson & Johnson until his appointment as Chairman of the board and Chief Executive Officer. Mr. Weldon previously served as a director of CVS Health Corporation (NYSE: CVS) until his retirement from that board in May 2023, Exxon Mobil Corporation (NYSE: XOM) until his retirement from that board in May 2021, JPMorgan Chase & Co. (NYSE: JPM) until his retirement from that board in May 2019, and The Chubb Corporation until its acquisition by ACE Limited in January 2016. Mr. Weldon has served on the board of Fairfax Financial Holdings Limited (TSX:FFH) since 2020, where he serves as chair of the governance and nominating committee. He is a member of various not-for-profit organizations and is also a member of the Board of Trustees for Quinnipiac University. Mr. Weldon received his B.A. in Biology from Quinnipiac University. We believe that Mr. Weldon’s knowledge of the healthcare industry and his experience as chief executive officer and chairman of the board at Johnson & Johnson and on the boards of other publicly traded companies, which have exposed him to reporting and governance requirements, qualify him to serve on our Board. Timothy C. Barabe has served as a member of our Board since January 2022. Mr. Barabe served as the chief financial officer and executive vice president at Affymetrix, Inc. (acquired by Thermo Fisher Scientific Inc.), a provider of life science productions and molecular diagnostic products, from 2010 until his retirement in June 2013. Previously, Mr. Barabe served as senior vice president and chief financial officer of Human Genome Sciences, Inc., a biopharmaceutical company, from July 2006 until March 2010. From 2004 until 2006, he served as chief financial officer of Regent Medical Limited, a U.K.-based, privately owned, surgical supply company, and with Novartis AG, a pharmaceutical company, from 1982 until August 2004 in a succession of senior executive positions in finance and general management, most recently as the chief financial officer of Sandoz GmbH, the generic pharmaceutical subsidiary of Novartis AG. Prior to that, Mr. Barabe served as the president of the Specialty Lens Business Franchise and group vice president and chief financial officer of CIBA Vision Corporation, a contact lenses and lens care product manufacturer until 2003. Mr. Barabe has served on the board of directors of Cartesian Therapeutics, Inc. (NASDAQ: RNAC) since 2016 and previously served on the board of directors of Veeva Systems Inc. (NYSE: VEEV) from September 2015 until June 2021, ArQule, Inc., from 2001 until January 2020, and Opexa Therapeutics, Inc. from 2014 until 2017. Mr. Barabe also currently serves on the board of directors of Vigilant Biosciences, Inc., a private company. Mr. Barabe received a B.B.A. in Finance from University of Massachusetts and an M.B.A. from the University of Chicago. We believe that Mr. Barabe’s extensive finance experience, and his service on the board of directors of several other publicly traded companies, qualifies Mr. Barabe to serve on our Board. Jeffrey C. Lightcap has served as a member of our Board since December 2011. Since 2007, Mr. Lightcap has served as a Senior Managing Director at HealthCor Partners Management, L.P. (“HealthCor Partners”), a venture capital investment manager focused on late-stage venture and early commercial stage healthcare companies in the diagnostic, therapeutic and medtech sectors. Since 2019, Mr. Lightcap has also served as Senior Managing Director at Healthcare Venture Partners, LLC, a venture capital investment manager focused on healthcare companies. From 1997 until 2006, Mr. Lightcap served as Senior Managing Director at JLL Partners, LLC, (“JLL Partners”) a leading middle-market private equity firm. Prior to JLL Partners, from 1993 until 1997, Mr. Lightcap served as a Managing Director in the mergers and acquisitions group at Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), a global financial services company. Prior to joining Merrill Lynch, Mr. Lightcap was Senior Vice President in the mergers and acquisitions group at Kidder, Peabody & Co. Incorporated, a brokerage company, and at Salomon Brothers Inc., a global financial institution. Mr. Lightcap currently serves on the board of directors of CareView Communications, Inc. (OTC: CRVW), RTI Surgical, Inc. and KellBenx Inc. Mr. Lightcap also previously served on the board of directors of a number of HealthCor Partners’ portfolio of private companies, including AccessClosure, Inc., Sadra Medical, Inc., Practice Partners in Healthcare, Inc. and Paradigm Spine, LLC. Mr. Lightcap received a B.E. in Mechanical Engineering from the State University of New York at Stony Brook and an M.B.A. from the University of Chicago. We believe that Mr. Lightcap’s extensive experience in the medical sector, including his service on the boards of directors of multiple healthcare companies, qualifies Mr. Lightcap to serve on our Board. Wayne J. Riley, M.D. has served as a member of our Board since November 2021. Dr. Riley has served as the president of the State University of New York Downstate Health Sciences University since April 2017, where he is also a tenured professor of internal medicine and health policy and management. From 2013 until 2017, Dr. Riley was an adjunct professor of healthcare management at Owen Graduate School of Management, Vanderbilt University and a clinical professor of medicine at Vanderbilt University School of Medicine. From 2007 until 2013, Dr. Riley served as president and chief executive officer of Meharry Medical College, and from 2003 until 2006 served as vice president and vice dean of health affairs and governmental relations at Baylor College of Medicine. Dr. Riley has served on the board of directors of COMPASS Pathways plc (NASDAQ: CMPS) since 2021, where he serves as a member of the scientific committee and the nominating and corporate governance committee, and HCA Healthcare, Inc. (NYSE: HCA) since 2012, where he also serves as the chair of the patient safety and quality committee and as a member of the audit and compliance committee and nominating and corporate governance committee. Dr. Riley previously served as a director of Vertex Pharmaceuticals Incorporated (NASDAQ: VTRX) from 2010 until 2015, Pinnacle Financial Partners, Inc. from 2007 until 2013 and the Federal Reserve Bank of Atlanta, Nashville Branch Bank Board from January 2013 to June 2013. He is President Emeritus of the American College of Physicians and an elected member of the National Academy of Medicine. Dr. Riley is also a commissioner of the Medicare Payment Advisory Commission, chair of the Board of Trustees of The New York Academy of Medicine since 2019. Dr. Riley received a B.A. in Anthropology from Yale University, an M.P.H. in Health Systems Management from the Tulane University School of Public Health and Topical Medicine, an M.D. from the Morehouse School of Medicine, and an M.B.A. from Rice University’s Jesse H. Jones Graduate School of Business. We believe that Dr. Riley’s experience as a practicing physician and his leadership, executive management, and patient care skills at other leading medical and educational institutions, as well as his prior public company board service, qualify him to serve on our Board.
Continuing Directors
Casey M. Tansey has served as a member of our Board since 2010. Since 2005, he has served as a general partner of U.S. Venture Partners, a venture capital firm. From 2001 until 2004, Mr. Tansey served as the chief executive officer and president of Epicor Medical, Inc. (“Epicor Medical”), a medical device company. Prior to Epicor Medical, Mr. Tansey was chief executive officer and president of HealthPort, Inc., a publicly held medical device company, which is now a Johnson & Johnson company. Prior to that, he was with Baxter Edward’s cardiovascular division for nearly ten years, holding various sales and marketing positions. Mr. Tansey currently serves on the board of directors and as a member of the organization and compensation committee and quality, product supply and technology committee of Inspire Medical Systems, Inc. (NYSE: INSP), Shoulder Innovations, Inc. (NYSE: SI), where he serves as a member of the compensation committee and nominating and corporate governance committee, and previously served on the board of directors of Intersect ENT, Inc. from 2006 until 2017. He also serves on the board of directors for a number of U.S. Venture Partners’ portfolio of private companies, including: Cagent Vascular, LLC, HighLife Medical Inc., Luminopia, Inc., MicroTransponder, Inc., Neochord, Inc., Neuros Medical, Inc., CardioKinetix, Inc., and ShiraTronics, Inc. Mr. Tansey received a B.S. and M.B.A. from the College of Notre Dame. We believe that Mr. Tansey’s extensive experience as a venture capital investor and as a member of the boards of directors of multiple companies in the medical sector qualify him to serve on our Board.
Compensation Committee
| • | reviewing and making recommendations to our Board regarding director compensation; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our directors play a critical role in guiding our strategic direction and overseeing the management of Heartflow. The many responsibilities and risks and the substantial time commitment of being a director requires that we provide adequate compensation commensurate with our directors’ workload and opportunity costs. In connection with our initial public offering in August 2025, we implemented a non-employee director compensation program, or the Director Compensation Policy, pursuant to which non-employee directors are eligible to receive annual cash retainers and equity awards in the form of nonstatutory stock options. Cash Compensation. The following table is a summary of the annual cash retainers paid to the Independent Directors in 2025 under the Director Compensation Policy; cash retainers were pro-rated to reflect service following our August 2025 initial public offering.
DIRECTOR COMPENSATION
| Position | Annual Cash Retainer | | Board Member | $50,000 | | Committee Chair | | | Audit | $20,000 | | Compensation | $15,000 | | Nominating and Corporate Governance | $10,000 | | Committee Member | | | Audit | $10,000 | | Compensation | $7,500 | | Nominating and Corporate Governance | $5,000 | | Board Chair | $45,000 |
DIRECTOR COMPENSATION
Equity Compensation. Our non-employee directors are also eligible to receive the following equity compensation: Initial Equity Award for New Members: Each non-employee director who is initially elected or appointed to serve on the Board will automatically be granted an equity award with a value equal to $500,000, which award shall be one hundred percent (100%) in nonstatutory stock options (the “New Director Equity Award”) on the date on which such director is appointed or elected to serve on the Board. Subject to the non-employee director’s continued service, 1/3 of the New Director Equity Award will vest on the first anniversary of the grant date and the remaining 2/3 of the New Director Equity Award will vest in 24-substantially equal monthly installments thereafter. Annual Equity Awards for Continuing Board Members: A non-employee director who was serving on the Board as of the date of Company’s initial public offering and on the date of each annual meeting of the Company’s stockholders beginning with calendar year 2026 will automatically be granted an annual equity award with a value equal to $250,000, which award shall be one hundred percent (100%) in nonstatutory stock options (the “Annual Equity Award”). Subject to the non-employee director’s continued service, the Annual Equity Award will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date. Each of our non-employee directors received an equity award in August 2025 in connection with our initial public offering, with the number of nonstatutory stock options awarded based on the grant date value of $250,000 for all directors other than Messrs. Tansey and Lightcap, whose value was $500,000 to compensate them for their prior years’ of service without compensation, divided by our initial offering price of $19.00 per share. In November 2025, the Compensation Committee reviewed the compensation of the non-employee directors and considered information provided by Pearl Meyer with respect to peer group benchmarking. Following the review, the Compensation Committee recommended, and in November 2025, the Board approved changing the cash retainer for the board chairman from $45,000 to $50,000. The amendment to our Non-Employee Director Compensation Policy became effective as of January 1, 2026. Compensation under our Director Compensation Policy is subject to the annual limits on non-employee director compensation set forth in the 2025 Plan.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth information concerning the compensation paid or awarded to each individual who served as non-employee director at any time during 2025. We also reimburse directors for expenses incurred in connection with their service as directors, including travel expenses for meetings. Mr. Farquhar, who served as our President and Chief Executive Officer during the year ended December 31, 2025, and continues to serve in that capacity, does not receive additional compensation for his service as a director, and therefore is not included in the Director Compensation table below. All compensation paid to Mr. Farquhar is reported below in the “Summary Compensation Table.”
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | William C. Weldon | 89,664 | 249,998 | 339,662 | | Timothy C. Barabe | 44,435 | 249,998 | 294,433 | | Julie A. Cullivan | 42,957 | 249,998 | 292,955 | | Jeffrey C. Lightcap | 9,241 | 499,996 | 509,237 | | Casey M. Tansey | 9,241 | 499,996 | 509,237 | | Wayne J. Riley, M.D. | 45,175 | 249,998 | 295,173 | | Fomer Directors (resigned from Board effective on IPO) | | | | | Nicholas Downing, M.D. | — | — | — | | Lonnie M. Smith | 34,086 | — | 34,086 | | Charles A. Taylor, Jr., Ph.D. | 56,667 | — | 56,667 |
2025 Director Compensation Table
| (1) Reflects cash compensation paid to each director in 2025 for service on the Board and one or more committees of the Board. |
2025 Director Compensation Table
| (2) Consists of stock options granted to each of Messrs. Weldon, Barabe, Lightcap, Tansey, Dr. Riley and Ms. Cullivan on August 7, 2025, the date of our initial public offering, which options have an exercise price of $19.00 per share and vest in full on the earlier of the Company’s 2026 annual stockholders meeting and the one-year anniversary of the grant date, subject to continued service through such date. Amounts shown in this column do not reflect dollar amounts actually received by the directors. Instead, these amounts reflect the aggregate grant date fair value of 23,710 (or 47,420 for Messrs. Lightcap and Tansey) stock options computed in accordance with the provisions of FASB ASC Topic 718 (which attributed a value of $10.544 per share, the Black Scholes value of the opening price of our common stock on August 7, 2025). Assumptions used in the calculation of these amounts are included in Note 14 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. |
2025 Director Compensation Table
The table below sets forth those non-employee directors for the year ended December 31, 2025 who had stock options outstanding as of December 31, 2025, and the number outstanding as of that date.
2025 Director Compensation Table
| Name | Outstanding Option Awards (#) | | Current Directors | | | William C. Weldon | 202,041 | | Timothy C. Barabe | 50,286 | | Julie A. Cullivan | 47,789 | | Jeffrey C. Lightcap | 47,420 | | Casey M. Tansey | 47,420 | | Wayne J. Riley, M.D. | 87,065 |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table discloses compensation paid by us during fiscal years 2025 and 2024 to our NEOs:
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | John C.M. Farquhar, | 2025 | 647,971 | — | 1,137,492 | 3,412,499 | 785,400 | 6,520 | 5,989,882 | | President & Chief Executive Officer | 2024 | 590,480 | — | — | 1,030,400 | 654,369 | 5,200 | 2,280,449 | | Vikram Verghese, | 2025 | 434,995 | — | 399,988 | 1,199,993 | 316,404 | 6,520 | 2,357,900 | | Chief Financial Officer | 2024 | 400,548 | — | — | 1,067,295 | 222,338 | 5,200 | 1,695,381 | | Campbell D.K. Rogers, M.D. | 2025 | 552,080 | 230,000 | 399,988 | 1,199,99 | 312,490 | 6,520 | 2,701,071 | | Chief Medical Officer | 2024 | 535,600 | 230,000 | — | — | 294,580 | 5,200 | 1,065,380 |
2025 Summary Compensation Table
| (1) Amounts represents a $57,500 bonus paid at the end of each quarter to Dr. Rogers during 2025 and 2024. |
2025 Summary Compensation Table
| (2) Amounts reflect the grant date fair value of stock awards granted during 2025 and do not reflect dollar amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of restricted stock units granted in the relevant year, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our consolidated financial statements included 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. |
2025 Summary Compensation Table
| (3) Amounts reflect the grant date fair value of option awards granted during 2025 and 2024 and do not reflect dollar amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of stock options granted in the relevant year, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our consolidated financial statements included 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. |
2025 Summary Compensation Table
| (4) Amounts represent annual bonuses earned by each NEO in 2025 and 2024 which were paid by us after certification of performance achievement in early 2025 and 2026, respectively. |
2025 Summary Compensation Table
| (5) Amounts disclosed reflect Company contributions to our 401(k) plan in 2025 and 2024. 2025 also includes a cell phone allowance. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning unexercised options, stock that has not vested and equity incentive plan awards for the executive officers named in the Summary Compensation Table as of the end of our fiscal year ended December 31, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That have Not Vested (#)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | John C.M. Farquhar | 8/24/2021(3) | 68,492 | — | 8.33 | 8/24/2031 | — | — | | | 3/23/2022(3) | 96,304 | 6,435 | 8.33 | 3/23/2032 | — | — | | | 7/10/2023 | 1,062,532 | 940,799 | 2.22 | 7/10/2033 | — | — | | | 12/26/2024 | 51,934 | 139,846 | 9.58 | 12/26/2034 | — | — | | | 8/7/2025 | 26,216 | 288,387 | 19.00 | 8/7/2035 | 56,127 | 1,636,102 | | Vikram Verghese | 3/23/2022(3) | 7,849 | — | 8.33 | 3/23/2032 | — | — | | | 7/10/2023 | 29,965 | 47,447 | 2.22 | 7/10/2033 | — | — | | | 12/24/2023 | 39,396 | 72,236 | 2.22 | 12/24/2033 | — | — | | | 12/26/2024 | 49,391 | 148,182 | 9.58 | 12/26/2034 | — | — | | | 8/7/2025 | 9,219 | 101,410 | 19.00 | 8/7/2035 | 19,737 | 575,334 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That have Not Vested (#)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | Campbell D.K. Rogers, M.D. | 3/9/2016 | 39,709 | — | 8.33 | 3/9/2026 | — | — | | | 2/28/2020 | 43,785 | — | 8.33 | 2/28/2030 | — | — | | | 4/22/2020 | 2,231 | — | 8.33 | 4/22/2030 | — | — | | | 4/12/2021 | 3,589 | — | 8.33 | 4/12/2031 | — | — | | | 7/10/2023(4) | 6,849 | — | 2.22 | 7/10/2033 | — | — | | | 7/10/2023 | 138,898 | 96,936 | 2.22 | 7/10/2033 | — | — | | | 8/7/2025 | 9,219 | 101,410 | 19.00 | 8/7/2035 | 19,737 | 575,334 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| (1) Amounts disclosed in this column reflect the number of options granted to our NEOs that were subject to time-based vesting and have vested. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| (2) Unless otherwise noted, the stock option vests and becomes exercisable as to 1/48th of the total number of shares underlying the stock option monthly following the vesting commencement date, subject to the applicable named executive officer’s continued service through the applicable vesting date. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| (3) The stock option vests and becomes exercisable as to 1/4th of the total number of shares underlying the stock option on the first anniversary of the vesting commencement date and 1/48th monthly thereafter, subject to the applicable NEO’s continued service through the applicable vesting date. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| (4) The stock option fully vests and becomes exercisable on the first anniversary of the vesting commencement date, subject to Dr. Rogers’ continued service through the applicable vesting date. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| (5) Each restricted stock unit vests in 16 equal quarterly installments, with the first installment becoming vested one calendar quarter following the vesting commencement date and installments becoming vested on each of the 15 following calendar quarters, subject to the applicable NEO’s continued service through the applicable vesting date. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| (6) The market value of shares of restricted stock units that have not vested is calculated by multiplying the fair market value of a share of our common stock on December 31, 2025 ($29.15) by the number of unvested shares of restricted stock units outstanding under the award. |