DEF 14A of MapLight Therapeutics, Inc.
Filed Apr 29, 2026 · FY20250001193125-26-191449
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
PROPOSAL NO. 1 - ELECTION OF DIRECTORS Our Board of Directors is divided into three classes and currently has seven members. Each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. There are three directors in the class whose term of office expires in 2026: Robert Malenka, M.D., Ph.D., George Pavlov and Jim Trenkle, Ph.D. On April 23, 2026, Dr. Malenka and Dr. Trenkle notified the Board that they would not be standing for reelection at the Annual Meeting. Mr. Pavlov is standing for reelection at the Annual Meeting and has previously been elected by our stockholders. The Board has nominated Martin Babler and Troy Cox as Class I director nominees to replace Dr. Malenka and Dr. Trenkle. Mr. Babler and Mr. Cox were identified as potential director nominees by a third-party search firm and subsequently recommended for nomination by the Nominating and Corporate Governance Committee. If elected at the Annual Meeting, each of these nominees will serve until the 2029 annual meeting and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation or removal. It is the Company’s policy to invite directors and nominees for director to attend the Annual Meeting. During 2025, our stockholders elected directors by written consent in lieu of holding an annual meeting of stockholders. Directors are elected by a plurality of the votes of the holders of shares present by remote communication or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee may instead be voted for the election of a substitute nominee whom we propose. Each person nominated for election has agreed to serve, if elected. We have no reason to believe that any of the nominees will be unable to serve. The Board of Directors seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience and capability in various areas necessary to oversee and direct the Company’s business. To that end, the Board and the Nominating and Corporate Governance Committee evaluate nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, experience, judgment, commitment, skills, expertise and other qualities that the Board and Nominating and Corporate Governance Committee view as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific experience, qualifications, attributes or skills of each director and director nominee that led the Board to believe that each nominee should serve or continue to serve on the Board. However, each of the members of the Board may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.
Class I Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Class I Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Board to nominate that person for director, as of the date of this proxy statement. Martin Babler, age 61, has served as President, Chief Executive Officer and chairman of the board of directors of Alumis Inc., a clinical stage biopharmaceutical company, since September 2021. From 2011 until 2020, he served as President and Chief Executive Officer at Principia Biopharma Inc., a biotechnology company acquired by Sanofi S.A. From 2007 to 2011, Mr. Babler served as President and Chief Executive Officer of Talima Therapeutics, Inc., a pharmaceutical company. From 1998 to 2007, Mr. Babler held several positions at Genentech, Inc., a biopharmaceutical company, most notably as Vice President, Immunology Sales and Marketing. Mr. Babler has served on the boards of directors of Prelude Therapeutics, Inc. since July 2021, and previously served on the board of directors of Neoleukin Therapeutics, Inc. from 2020 until the closing of its business combination with Neurogene Inc. in December 2023, Sardona Therapeutics, Inc., a privately held biotechnology company, from May 2021 to May 2025, and 89bio Inc. from April 2024 until the closing of its acquisition by Roche Holdings, Inc. in October 2025. Mr. Babler received a Swiss Federal Diploma in pharmacy from the Federal Institute of Technology in Zurich and completed the Executive Development Program at the Kellogg Graduate School of Management at Northwestern University. We believe that Mr. Babler is qualified to serve on our Board of Directors due to his extensive industry experience and leadership roles, including his experience serving on the boards of directors of other public biotechnology companies. Troy Cox, age 61, has served on the boards of directors of SOPHiA GENETICS SA since 2019 and as chair since 2020, Standard BioTools Inc. since January 2024, after previously serving on the board of directors of SomaLogic since April 2021, including as executive chair from October 2022 to March 2023, until SomaLogic’s merger with Standard BioTools in January 2024, and Fuze Health since 2019. Mr. Cox previously served on the boards of directors of Zymeworks Inc. from 2019 to August 2025 and Biosplice Therapeutics from 2021 to April 2026. Mr. Cox previously led Foundation Medicine, Inc. as President and Chief Executive Officer from 2017 to 2019, including through its acquisition by Roche in 2018. Prior to Foundation Medicine, Mr. Cox served as a Senior Vice President at Genentech, Inc. from 2010 to 2017. Prior to that, Mr. Cox held executive and senior roles of increasingly responsibility, including as President of CNS Operations at UCB BioPharmaceuticals, Senior Vice President at Sanofi-Aventis and various roles at Schering-Plough. Mr. Cox received an M.B.A. from the University of Missouri and a B.B.A. in Finance from the University of Kentucky. We believe that Mr. Cox is qualified to serve on our Board of Directors due to his extensive operational and strategic experience in the life sciences industry as both an executive and as a director of other public companies. George Pavlov, age 65, has served as a member of our Board of Directors since February 2019 and as Chair of the Board since May 2024. Since 2015, Mr. Pavlov has served as Chief Executive Officer of a private single-family office located in Silicon Valley, where he oversees a broad range of activities, including philanthropy. Previously, Mr. Pavlov served in various roles in the venture capital industry, most recently as General Partner of Tallwood Venture Capital, a venture capital firm, from 2000 to 2015, and he has served on the boards of directors for multiple private and public companies and nonprofit organizations. Mr. Pavlov earned a B.S. in accounting from Boston College. We believe that Mr. Pavlov is qualified to serve on our Board of Directors due to his extensive investment industry experience, financial and accounting background and experience serving on the boards of directors of multiple companies.
THE BOARD OF DIRECTORS RECOMMENDS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.
Class II Directors Continuing in Office Until the 2027 Annual Meeting
Class II Directors Continuing in Office Until the 2027 Annual Meeting Timothy Garnett, M.B.B.S., age 64, has served as a member of our Board of Directors since July 2023. Dr. Garnett previously served in various roles at Eli Lilly and Company beginning in 1998, most recently as Chief Medical Officer from 2008 to April 2021. Dr. Garnett has served on the boards of directors of Cardiol Therapeutics, Inc., a life sciences company centered on developing treatments for heart disease, since June 2025, and Ophirex, Inc., a global health public benefit corporation, since June 2021. Dr. Garnett previously served on the board of directors of Carmot Therapeutics, Inc., a biotechnology company focused on metabolic diseases, from March 2022 to January 2024, when it was acquired by the Roche Group. He has served as an advisor to Biolojic Design, Ltd., a biotechnology company focused on autoimmune diseases and immuno-oncology, since November 2021, and Ukko Inc., a biotechnology company focused on allergies, since January 2022, as well as a member of the Advisory Panel of Cambridge Innovation Capital since June 2021. Dr. Garnett received a Bachelor of Medicine, Bachelor of Surgery (M.B.B.S.) from St. George’s London, and he is a Fellow of the Faculty of Pharmaceutical Medicine (F.F.P.M.) and a Fellow of the Royal College of Obstetricians and Gynaecologists (F.R.C.O.G.). We believe that Dr. Garnett is qualified to serve on our Board of Directors due to his extensive experience in drug development and his experience serving on the boards of directors of other life sciences companies. Nanna Lüneborg, Ph.D., age 50, has served as a member of our Board of Directors since July 2025. Since September 2021, Dr. Lüneborg has served as General Partner at Forbion, an investment firm focused on biotechnology. Dr. Lüneborg previously served in various roles of increasing responsibility at Novo Holdings’ Novo Ventures from 2012 to July 2021, most recently as Partner from 2018 to July 2021, where she focused on late-stage biopharma investments across Europe. Dr. Lüneborg previously served on the board of directors of Lava Therapeutics N.V. from September 2020 to June 2022 and currently serves on the boards of directors of BioInvent International AB and several private companies. Dr. Lüneborg has a Ph.D. in Neuroscience from University College London, an M.B.A. from the University of Cambridge and a B.A. in Physiology and Psychology from the University of Oxford. We believe that Dr. Lüneborg is qualified to serve on our Board of Directors due to her experience serving on the boards of directors of biotechnology companies, including public companies, and her investment experience within the life science industry.
Class III Directors Continuing in Office Until the 2028 Annual Meeting
Class III Directors Continuing in Office Until the 2028 Annual Meeting Christopher A. Kroeger, M.D., age 58, is our co-founder and has served as our Chief Executive Officer, President, and as a member of our Board of Directors since 2018. Dr. Kroeger previously served as Chief Executive Officer and on the board of directors of OvaScience, Inc., a female fertility company, from 2017 until its merger with Millendo Therapeutics, Inc. in 2018. Prior to joining OvaScience, Dr. Kroeger served as Chief Executive Officer and on the board of directors of Cardioxyl Pharmaceuticals, a biotechnology company focused on cardiovascular disease, from 2008 until its sale to Bristol Myers Squibb in 2015 (and he remained an employee of Bristol Myers Squibb through March 2016). Dr. Kroeger has also held positions at The Aurora Funds, a venture capital firm focused on early-stage biotechnology and medical device companies, beginning in 2003 and as a partner beginning in 2007. Dr. Kroeger earned his B.A. from Harvard University, his M.D. from the Stanford University School of Medicine and his M.B.A. from Harvard Business School. He did his residency in general surgery at the Brigham and Women’s Hospital, an affiliate of Harvard Medical School. We believe that Dr. Kroeger is qualified to serve on our Board of Directors due to his experience leading, building and advising development-stage therapeutic and medical device companies including serving on the boards of other biotechnology companies, combined with his expertise as a physician and scientist and knowledge of our business as our co-founder and Chief Executive Officer. Maria Walker, age 61, has served as a member of our Board of Directors since February 2024. Ms. Walker served as Founding Partner and Chief Financial Officer of Patient Square Capital, LP, a health care investment firm, from August 2020 to January 2024, and as a member of the board of directors and chair of the audit committee for ForgeRock, Inc., an identity and access management software company, from November 2019 to August 2023, when it was acquired by Thoma Bravo. Ms. Walker has served as a board member of Five9, Inc., a software company, since June 2024 and as audit committee chair since May 2025. Ms. Walker has also served as a board member and audit committee chair for Global Support and Development, Inc., a humanitarian non-profit, non-governmental organization, since June 2023 and in March 2024, she was appointed to serve as the Chairman. Ms. Walker served as Chief Financial Officer of Montes Archimedes Acquisition Corp, a special purpose acquisition company, from October 2020 until September 2021, when it merged with Roivant Sciences. Ms. Walker co-founded and served as Chief Executive Officer of Recuerdo Therapeutics, Inc., a biotechnology company focused on the postponement of Alzheimer’s disease, from 2018 to February 2020. From 2008 to 2018, Ms. Walker held various leadership roles at KPMG U.S., a public accounting firm, including as Audit Partner, Senior Director of KPMG’s Venture Capital Practice and a Global Lead Partner of Private Equity, and she led the San Francisco Bay Area Asset Management Practice. Ms. Walker holds a B.A. in Economics from the University of California, San Diego. We believe that Ms. Walker is qualified to serve on our Board of Directors due to her extensive investment and industry experience, financial and accounting background and experience serving as an executive and director for both public and private companies, including biotech companies.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation earned with respect to the years ended December 31, 2025 and 2024 by our named executive officers for such years.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Christopher A. Kroeger, M.D. | 2025 | 655,250 | 12,296,267 | 12,322,406 | 331,000 | 19,331(5) | 25,624,254 | | President and Chief Executive Officer | 2024 | 628,000 | 7,878,380 | — | 262,504 | 20,258 | 8,789,142 | | Vishwas Setia(4) | 2025 | 432,294 | 3,200,500 | 2,367,617 | 183,000 | 19,153(6) | 6,202,564 | | Chief Financial Officer | 2024 | 332,051 | 2,628,846 | — | 99,745 | 8,333 | 3,068,975 | | Erin Pennock Foff, M.D., Ph.D. | 2025 | 531,000 | 2,871,478 | 2,636,670 | 194,000 | 20,851(7) | 6,254,000 | | Chief Medical Officer | 2024 | 509,000 | 2,065,491 | — | 158,660 | 19,600 | 2,752,751 |
Summary Compensation Table
| (1) In accordance with SEC rules, this column represents the grant date fair value of shares underlying restricted stock units (“RSUs”), calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the RSUs are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported here do not reflect the actual economic value realized by our named executive officers. |
Summary Compensation Table
| (2) In accordance with SEC rules, this column represents the grant date fair value of shares underlying stock options, calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the stock options are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported here do not reflect the actual economic value realized by our named executive officers. |
Summary Compensation Table
| (3) The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of company and individual performance goals and other factors deemed relevant by our Board and Compensation Committee. For additional information, see “—Narrative to the Summary Compensation Table—Annual Bonus” below. |
Summary Compensation Table
| (4) Mr. Setia was hired as our Chief Financial Officer in March 2024. |
Summary Compensation Table
| (5) Amount reported includes $12,480 in company matching contributions under our 401(k) plan, $1,051 in life insurance premiums, $4,000 for health savings account contributions, and $1,800 for home office costs for Dr. Kroeger. |
Summary Compensation Table
| (6) Amount reported includes $12,302 in company matching contributions under our 401(k) plan, $1,051 in life insurance premiums, $4,000 for health savings account contributions, and $1,800 for home office costs for Mr. Setia. |
Summary Compensation Table
| (7) Amount reported includes $14,000 in company matching contributions under our 401(k) plan, $1,051 in life insurance premiums, $4,000 for health savings account contributions, and $1,800 for home office costs for Dr. Foff. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information about equity awards granted to our named executive officers that remain outstanding as of December 31, 2025:
Outstanding Equity Awards as of December 31, 2025
| | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | 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) | | Christopher A. Kroeger, M.D. | 10/8/2019 | 98,448 | — | 2.86 | 10/7/2029 | | | | | 2/17/2022 | 77,380 | — | 5.55 | 2/16/2032 | | | | | 3/11/2022 | 46,037 | 3,070(3) | 5.55 | 3/10/2032 | | | | | 7/30/2023 | | | | | 94,017(4) | 1,651,409 | | | 11/9/2023 | | | | | 56,204(5) | 987,223 | | | 5/2/2024 | | | | | 218,094(6) | 3,830,821 | | | 7/18/2025 | | | | | 853,459(7) | 14,991,007 | | | 10/27/2025 | — | 916,164(8) | 17.00 | 10/26/2035 | 225,693(9) | 3,964,298 | | Vishwas Setia | 3/4/2024 | | | | | 72,743(10) | 1,277,731 | | | 7/18/2025 | | | | | 248,513(7) | 4,365,131 | | | 10/27/2025 | — | 176,031(8) | 17.00 | 10/26/2035 | 43,367(9) | 761,741 | | Erin Pennock Foff, M.D., Ph.D. | 2/17/2022 | — | 82,619(11) | 5.55 | 2/16/2032 | | | | | 3/11/2022 | 14,186 | 1,290(3) | 5.55 | 3/10/2032 | | | | | 7/30/2023 | | | | | 21,208(4) | 372,519 | | | 11/9/2023 | | | | | 11,335(5) | 199,099 | | | 5/2/2024 | | | | | 57,155(6) | 1,003,928 | | | 7/18/2025 | | | | | 206,901(7) | 3,634,216 | | | 10/27/2025 | — | 196,035(8) | 17.00 | 10/26/2035 | 48,275(9) | 847,950 |
Outstanding Equity Awards as of December 31, 2025
| (1) All of the equity awards listed in the table above were granted under our 2019 Equity Incentive Plan (“2019 Plan”) or 2025 Equity Incentive Plan (“2025 Plan”). |
Outstanding Equity Awards as of December 31, 2025
| (2) This column represents the fair market value of a share of our common stock of $17.565 as of December 31, 2025, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025, multiplied by the amount shown in the column “Stock Awards—Number of Shares or Units of Stock That Have Not Vested.” |
Outstanding Equity Awards as of December 31, 2025
| (3) This stock option vests over a period of four years, with 25% of the shares underlying the option vested on the one-year anniversary of March 11, 2022, and 1/48 of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (4) The RSUs vest upon the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied in connection with our IPO, and the service-based vesting condition was satisfied as to 25% of the RSUs on July 5, 2024, and the remainder will be satisfied as to 1/16 of the RSUs on a quarterly basis thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (5) The RSUs vest upon the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied in connection with our IPO, and the service-based vesting condition was satisfied as to 25% of the RSUs on October 20, 2024, and the remainder will be satisfied as to 1/16 of the RSUs on a quarterly basis thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (6) The RSUs vest upon the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied in connection with our IPO, and the service-based vesting condition was satisfied as to 25% of the RSUs on March 27, 2025, and the remainder will be satisfied as to 1/16 of the RSUs on a quarterly basis thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (7) The RSUs vest upon the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied in connection with our IPO, and the service-based vesting condition will be satisfied as to 25% of the RSUs on July 15, 2026, and the remainder will be satisfied as to 1/16 of the RSUs on a quarterly basis thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (8) This stock option vests over a period of four years, with 25% of the shares underlying the option vesting on October 1, 2026, and 1/48 of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (9) The RSUs vest over a period of four years, with 25% of the RSUs vesting on October 15, 2026, and 1/16 of the RSUs vesting on a quarterly basis thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (10) The RSUs vest upon the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied in connection with our IPO, and the service-based vesting condition was satisfied as to 25% of the RSUs on March 4, 2025, and the remainder will be satisfied as to 1/16 of the RSUs vesting on a quarterly basis thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (11) This stock option vests over a period of four years, with 25% of the shares underlying the option vested on the one-year anniversary of April 15, 2021, and 1/48 of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. |
Employment Arrangements and Potential Payments upon Termination of Employment or Change in Control
Employment Arrangements and Potential Payments upon Termination of Employment or Change in Control We have entered into employment agreements with each of our named executive officers. Christopher A. Kroeger, M.D. In October 2025, we entered into a confirmatory offer letter with Christopher A. Kroeger, M.D., our Chief Executive Officer, which became effective upon the pricing of our IPO. The agreement provides for an annual base salary of $655,000 and an annual discretionary bonus at a target amount of 50% of his base salary for the year ended December 31, 2025 and 55% of his base salary for the year ending December 31, 2026, in each case subject to review and adjustment by the Board of Directors in its sole discretion, based on our achievement of specific goals set by the Board of Directors. The agreement also provides that Dr. Kroeger is eligible for severance benefits under the terms of our Severance and Change in Control Plan, the terms of which are described below. The confirmatory offer letter supersedes all existing agreements and understandings Dr. Kroeger may have concerning his employment relationship with us.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth information regarding the compensation earned for service on our Board of Directors during the year ended December 31, 2025 by our directors who were not also our employees. Christopher A. Kroeger, M.D., our President and Chief Executive Officer, is also a member of our Board of Directors but did not receive any additional compensation for his service as a director. Dr. Kroeger’s compensation as an executive officer is set forth above under “Executive Compensation–Summary Compensation Table.”
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(3) | Option Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Timothy Garnett, M.B.B.S. | 51,841 | 332,189 | 344,374 | — | 728,403 | | Nanna Lüneborg, Ph.D. | 10,584 | — | — | — | 10,584 | | Robert Malenka, M.D., Ph.D.(4) | 7,363 | 1,192,533 | 1,877,755 | 140,000(5) | 3,217,650 | | George Pavlov | 9,663 | — | — | — | 9,663 | | Jim Trenkle, Ph.D.(4) | — | — | — | — | — | | Maria Walker | 51,841 | 498,968 | 344,374 | — | 895,183 |
DIRECTOR COMPENSATION
| (1) In accordance with SEC rules, this column represents the grant date fair value of shares underlying RSUs, calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the RSUs are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported here do not reflect the actual economic value realized by our non-employee directors. |
DIRECTOR COMPENSATION
| (2) In accordance with SEC rules, this column represents the grant date fair value of shares underlying stock options, calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the stock options are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported here do not reflect the actual economic value realized by our non-employee directors. |
DIRECTOR COMPENSATION
| (3) The table below shows the number of equity awards outstanding for each of our directors who is not a named executive officer, as of December 31, 2025. |
DIRECTOR COMPENSATION
| Name | Number of Outstanding RSUs | Number of Outstanding Options | | Timothy Garnett, M.B.B.S. | 49,525 | 35,651 | | Nanna Lüneborg, Ph.D. | — | — | | Robert Malenka, M.D., Ph.D. | 370,707 | 187,823 | | George Pavlov | — | — | | Jim Trenkle, Ph.D. | — | — | | Maria Walker | 58,771 | 25,604 |
DIRECTOR COMPENSATION
| (4) On April 23, 2026, Dr. Malenka and Dr. Trenkle notified the Board that they would not be standing for reelection at the Annual Meeting. |
DIRECTOR COMPENSATION
| (5) On February 25, 2019, we entered into an advisor agreement with Dr. Malenka (the “Malenka Agreement”), pursuant to which Dr. Malenka received monthly payments of $11,667 in exchange for his service on our scientific advisory board. As a result of the compensation he was to earn for service on our Board of Directors during 2026, we entered into an amendment to the Malenka Agreement, effective January 1, 2026, pursuant to which Dr. Malenka would no longer receive monetary compensation for providing services under the Malenka Agreement. |
DIRECTOR COMPENSATION
In September 2025, in connection with and effective upon IPO, our Board approved the grant of options to purchase 25,604 shares of common stock and 6,294 RSUs to each of Dr. Garnett and Ms. Walker related to their service as members of our Board of Directors, and the grant of options to purchase 139,610 shares of common stock and 34,390 RSUs to Dr. Malenka related to his role as a co-founder of the Company and his service as a member of our Board of Directors. The options have an exercise price of $17.00 per share, equal to the IPO price. The shares underlying the options will vest as to 25% on the one-year anniversary of the vesting start date, with 1/48 of the shares underlying the options vesting on a monthly basis thereafter, and the shares underlying the RSUs will vest as to 25% on the one-year anniversary of the vesting start date, with 1/16 of the RSUs vesting on a quarterly basis thereafter, in each case subject to the director’s continued service through each applicable vesting date.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy In connection with our IPO, our Board of Directors adopted a non-employee director compensation policy in September 2025 that applies to all of our non-employee directors, which was most recently amended in April 2026. This compensation policy provides that each non-employee director will receive the compensation described below for service on our Board of Directors: Cash compensation. Under this policy, we pay to each of our non-employee directors cash retainers for service on our Board of Directors and committees of our Board of Directors as follows:
Non-Employee Director Compensation Policy
| | Annual Cash Retainer ($) | | Annual retainer | 40,000 | | Additional retainer for non-executive chair of the Board | 30,000 | | Additional retainer for Audit Committee chair | 20,000 | | Additional retainer for Audit Committee non-chair member | 10,000 | | Additional retainer for Compensation Committee chair | 15,000 | | Additional retainer for Compensation Committee non-chair member | 7,500 | | Additional retainer for Nominating and Corporate Governance Committee chair | 10,000 | | Additional retainer for Nominating and Corporate Governance Committee non-chair member | 5,000 |
Non-Employee Director Compensation Policy
We also reimburse each non-employee director for any ordinary and reasonable out-of-pocket expenses incurred by such director in connection with in-person attendance at and participation in meetings of our Board of Directors and committees of our Board of Directors. Equity compensation. In addition to cash compensation, each non-employee director is eligible to receive stock options and restricted stock units under our 2025 Plan. All stock options granted under the policy will be nonstatutory stock options, with an exercise price per share equal to the fair market value of the underlying common stock on the date of grant, and a term of ten years from the date of grant, subject to earlier termination in connection with a termination of service. Vesting of equity awards will be subject to the non-employee director’s continuous service on each applicable vesting date, provided that each equity award will vest in full upon a change in control of the Company, as defined in the 2025 Plan. Initial award. Each new non-employee director elected or appointed to our Board of Directors will automatically be granted an initial, one-time stock option award of 32,440 shares of common stock and a restricted stock unit award for 8,560 shares of common stock (the “Initial Grants”), provided that the aggregate value of each director’s Initial Grants will not exceed $900,000. The shares subject to each Initial Grant will vest in three substantially equal annual installments such that the shares will be fully vested on the third anniversary of the grant date. Annual awards. On the date of each annual meeting of stockholders of our company, each non-employee director that continues to serve on our Board of Directors (other than a director first elected at such meeting) will automatically be granted a stock option award of 16,220 shares of common stock and a restricted stock unit award for 4,280 shares of common stock (the “Annual Grants”), provided that the aggregate value of each director’s Annual Grants will not exceed $450,000. The shares subject to each Annual Grant will vest in full on the first anniversary of the grant date, provided that such option will in any case become fully vested on the date of our next annual stockholder meeting. Non-employee director compensation limit. The cash and equity compensation that each non-employee director is eligible to receive under the policy are subject to the director compensation limits set forth in the 2025 Plan.