DEF 14A of Foghorn Therapeutics Inc.
Filed Apr 30, 2026 · FY20250001193125-26-193928
DIRECTOR BIOGRAPHIES
DIRECTOR BIOGRAPHIES Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to the Board of Directors’ conclusion at the time of filing of this Proxy Statement that each person listed below should serve as a director.
DIRECTORS WITH TERMS EXPIRING IN 2027 (CLASS I DIRECTORS)
DIRECTORS WITH TERMS EXPIRING IN 2027 (CLASS I DIRECTORS) Scott Biller, Ph.D., 70, has served as a member of our Board of Directors since January 2020. Since 2021, Dr. Biller has served as Executive Venture Partner at the venture capital fund GV. He previously served as the Chief Scientific Officer of Agios Pharmaceuticals from September 2010 to December 2019. Dr. Biller is also currently the sole proprietor of Biller Consulting, a consulting company serving the biopharmaceutical industry since 2020. From 2003 to 2010, Dr. Biller was Vice President and Head of Global Discovery Chemistry at the Novartis Institutes for Biomedical Research. Prior to that, Dr. Biller held the positions of Vice President, Pharmaceutical Candidate Optimization at the Bristol Myers Squibb, or BMS, Pharmaceutical Research Institute and Executive Director of Drug Discovery chemistry for the BMS research site in Lawrenceville, New Jersey. Since June 2020, Dr. Biller has served on the Board of Directors of Remix Therapeutics and, from February 2021 to December 2025, served on the Board of Directors of Rome Therapeutics. In 2022, Dr. Biller joined the Board of Directors of OMass Therapeutics in Oxford, U.K. Dr. Biller earned a S.B. degree from the Massachusetts Institute of Technology, a Ph.D. from Caltech and was an NIH Postdoctoral Fellow at Columbia University in natural product synthesis. We believe Dr. Biller is qualified to serve on our Board of Directors because of his extensive experience in drug discovery and development and his significant leadership experience in the biotechnology industry. Thomas J. Lynch, Jr., M.D., 65, has served as a member of our Board of Directors since October 2022. Dr. Lynch is a world-renowned scientist, highly respected oncologist and successful leader of National Cancer Institute-Designated Comprehensive Cancer Centers. Since February 2020, Dr. Lynch has served as president and director of Fred Hutchinson Cancer Research Center, where he sets the strategic direction of the center, oversees center-wide initiatives and represents the Hutch’s interests to major partners and governmental bodies. He also directs the Fred Hutch/University of Washington Cancer Consortium and is principal investigator of its Cancer Center Support Grant. Before taking over as the Hutch’s sixth president, Dr. Lynch was most recently chief scientific officer of Bristol-Myers Squibb from March 2017 to October 2019. Prior to that he held leadership roles as CEO of Massachusetts General Physicians Organization from September 2015 to March 2017, director of Yale Cancer Center and physician-in-chief at Yale’s Smilow Cancer Hospital from April 2009 through March 2015. Prior to those positions, Dr. Lynch was chief of hematology-oncology at Massachusetts General Hospital and professor of medicine at Harvard Medical School. Dr. Lynch is a member of the American Association for Cancer Research, the American Society of Clinical Oncology, and the International Association for the Study of Lung Cancer. Earlier in his career he was part of the first research team to discover how targeted therapies could dramatically change outcomes for lung cancer patients with mutations in the EGFR, or epidermal growth factor receptor, gene. We believe Dr. Lynch is qualified to serve on our Board of Directors because of his extensive experience as a clinician and scientist, as well as his leadership experience in the oncology space. Michael Mendelsohn, M.D., 71, has served as a member of our Board of Directors since April 2017. Dr. Mendelsohn is also the Founder, Board Director, and Chief Strategy Officer, of Cardurion Pharmaceuticals, where he has served since May 2016. Since November 2022, Dr. Mendelsohn has served as a member of the board of Broadview Ventures. From December 2014 to December 2018, Dr. Mendelsohn served at Ironwood Pharmaceuticals as a member of the pharmaceuticals advisory committee for the chief scientific officer and president of R&D. From May 2014 to July 2017, Dr. Mendelsohn was a venture partner for SV Health Investors. From June 2010 to November 2013, Dr. Mendelsohn served as Senior Vice President and Global Head of Cardiovascular Research at Merck Research Laboratories. Dr. Mendelsohn is a Professor of Medicine and Cardiology at Tufts Medical Center and Tufts University School of Medicine, where he founded and was the executive director of the Molecular Cardiology Research Institute from 1997 to 2010. From 2008 to 2010, he also served as Chief Scientific Officer at Tufts. From 1987 to 1993, Dr. Mendelsohn was a member of the faculty of the Cardiovascular Division at Brigham and Women’s Hospital and Harvard Medical School. Dr. Mendelsohn received a B.A. in Chemistry and English from Amherst College and an M.D. from Harvard Medical School. We believe Dr. Mendelsohn is qualified to serve on our Board of Directors because of his extensive experience as a clinician and scientist, along with experience and insights as an active advisor and consultant to leadership in research and development for multinational biopharmaceutical companies.
DIRECTORS WITH TERMS EXPIRING IN 2028 (CLASS II DIRECTORS)
DIRECTORS WITH TERMS EXPIRING IN 2028 (CLASS II DIRECTORS) Stuart Duty, 61, has served as a member of our Board of Directors since May 2025. Mr. Duty is an experienced financial executive with over 30 years of experience in finance and investment banking. Mr. Duty has served as a director on the boards of Achieve Life Sciences, Inc. and EyePoint Pharmaceuticals, Inc. since 2023 and on the board of Milestone Pharmaceuticals, Inc. since July 2024. Previously, Mr. Duty was a Senior Managing Director of Guggenheim Securities, LLC, a global investment, and advisory financial services firm, from June 2012 to March 2023. He also served as Managing Director, Co-Head, Healthcare Investment Banking at Piper Jaffray Companies, a global investment firm, from 2007 to 2012, as the Chief Operating Officer of Oracle Partners, L.P., a private healthcare focused investment fund, from 2002 to 2007, as Managing Director, Co-Head, Healthcare Investment Banking at Piper Jaffray, Inc., an global investment bank, from 1992 to 2002, as Managing Director, Healthcare Investment Banking at Montgomery Securities, an investment bank, from 1993 to 1999 and as the Director of Business Development at Curative Technologies, Inc., a biotherapeutics company, from 1992 to 1993. Mr. Duty holds a B.A. in Biochemistry from Occidental College and an M.B.A. from Harvard Business School. We believe Mr. Duty is qualified to serve on our Board of Directors due to his extensive experience in the banking and finance industry. Neil Gallagher, M.D., Ph.D., 62, has served as a member of our Board of Directors since May 2025. Dr. Gallagher served as the President, Head of Research and Development at Syndax Pharmaceuticals from April 2023 to June 2025. Previously, he served as Chief Medical Officer, Vice President, Head of Development at AbbVie Inc. from January 2020 to April 2023, where he led multiple development programs through approval globally and oversaw asset strategy and portfolio management across several therapeutic areas. Dr. Gallagher also served as AbbVie’s Head of Global Oncology Development from November 2017 to December 2019. Prior to joining AbbVie, he served as Head of Development for Oncology and Inflammation at Amgen from May 2016 to October 2017 and spent a decade at Novartis leading several development and clinical programs across the portfolio. Earlier in his career, he was a Senior Medical Director at AstraZeneca and later Director of Clinical Development at Astex Therapeutics. He currently serves on the board of directors of Zymeworks Inc., a publicly-traded biotechnology company. Dr. Gallagher completed his Fellowship in Gynecological Oncology at the Institute for Cancer Studies, University of Birmingham, United Kingdom and received his medical degree from Trinity College, Dublin. We believe Dr. Gallagher is qualified to serve on our Board of Directors because of his experience in the pharmaceutical and biotechnology sectors and in drug development. Adrian Gottschalk, 50, has served as our President, Chief Executive Officer and as a member of our Board of Directors since May 2017. Prior to joining Foghorn and since 2004, Mr. Gottschalk worked at Biogen Inc. where he was most recently a Senior Vice President and Neurodegeneration Therapeutic Area Head from November 2015 to May 2017. In this role, he was responsible for the late-stage development and commercialization of medicines for Alzheimer’s disease, Parkinson’s disease, and amyotrophic lateral sclerosis, or ALS. Mr. Gottschalk holds a B.S. from Texas A&M University, an MBA from the Sloan School of Management at the Massachusetts Institute of Technology and an M.S. from the joint Harvard Medical School / Massachusetts Institute of Technology Division of Health Sciences & Technology (HST) Biomedical Enterprise Program. We believe that Mr. Gottschalk’s experience as our President and Chief Executive Officer along with 20 years of experience in the biotechnology field provides him with the qualifications and skills necessary to serve as a member of our Board of Directors. Ian F. Smith, 60, has served as a member of our Board of Directors since April 2021. Mr. Smith currently serves as CEO of Stoke Therapeutics, a position he has held since October 2025, and has served as a board member of the company since 2023. He has also served as Executive Chair of the board of directors of Solid Biosciences since April 2020, as Board Chair of Rivus Pharmaceuticals since November 2023, as a board member of Alkeus Pharmaceuticals since December 2022, and as a board member of Odyssey Therapeutics since October 2024. Mr. Smith is also a Senior Advisor to Bain Capital Life Sciences. Prior to his current roles, Mr. Smith was Executive Vice President and Chief Operating Officer of Vertex Pharmaceuticals from September 2017 to January 2019 and prior to that served as Chief Financial Officer from October 2001 to September 2017. Prior to 2001, Mr. Smith was a partner in the Life Science and Technology Practice of the accounting firm Ernst & Young LLP. Mr. Smith received a B.A. with honors in accounting and finance from Manchester Metropolitan (UK). We believe Mr. Smith is qualified to serve on our Board of Directors due to his knowledge and experience across multiple roles in the biotechnology industry.
DIRECTOR NOMINEES (CLASS III DIRECTORS)
DIRECTOR NOMINEES (CLASS III DIRECTORS) Douglas Cole, M.D., 65, has served as a member of our Board of Directors since October 2015. Dr. Cole joined Flagship Pioneering, which conceives, creates, resources and develops first-in-category bioplatform companies, in 2001, and is currently a Managing Partner focused on life science investments. Dr. Cole currently serves on the board of directors of private companies. From 2020 to 2025 Dr. Cole served on the board of directors of Sana Biotechnology and from 2015 to 2023, he served on the boards of directors of Denali Therapeutics and Sigilon Therapeutics, each a public life sciences company. Dr. Cole received his M.D. from the University of Pennsylvania School of Medicine and his A.B. in English from Dartmouth College. We believe Dr. Cole is qualified to sit on our Board of Directors given his substantial experience as an investor in emerging biopharmaceutical and life sciences companies as well as his experience serving on the boards of directors of multiple public and private biopharmaceutical companies. Balkrishan (Simba) Gill, Ph.D., 62, has served as a member of our Board of Directors since July 2017. Dr. Gill is the Executive Chairman of Serina Therapeutics since 2024 and the Executive Chairman of Sensorium Therapeutics since 2025. Dr. Gill was the CEO of Evelo Biosciences from 2015 to 2023. During the same period Dr. Gill was a special advisor and senior partner at Flagship Pioneering, an innovation enterprise that conceives, creates, resources and develops first-in-category life sciences companies. From 2016 to 2019, Dr. Gill served on the board of directors of Realm Therapeutics PLC. Dr. Gill received his Ph.D. from King’s College, London and his MBA from INSEAD. We believe Dr. Gill is qualified to serve on our Board of Directors due to his knowledge and experience in the venture capital and pharmaceutical industries. B. Lynne Parshall, 72, has served as a member of our Board of Directors since August 2022. She has also served as a Director of Ionis Pharmaceuticals, Inc. since September 2000 and as a Senior Strategic Advisor to Ionis from January 2018 to December 2022. Previously she served as Ionis’s Chief Operating Officer from December 2007 through January 2018 and as its Chief Financial Officer from June 1994 through December 2012. She also served as its Corporate Secretary through 2014 and served with Ionis in various executive roles since November 1991. Prior to joining Ionis, Ms. Parshall practiced law at Cooley LLP, where she was a partner from 1986 to 1991. Ms. Parshall has also served as the CEO of Lyme Pinnacle Consulting LLC, a strategic consulting firm in the life sciences industry, since 2018. Ms. Parshall has served on the boards of directors of Cytokinetics, Inc., a public biopharmaceutical company, since February 2013; Repertoire Immune Medicines, Inc., a private company in the life sciences industry, since 2021; Ring Therapeutics, Inc., a private company in the life sciences industry, since 2022; Alltrna, Inc., a private company in the life sciences industry since 2023; and Celdara Medical, LLC, a private company in the life sciences industry, since 2023. Ms. Parshall received her NACD Directorship Certification in 2023 and her NACD Cybersecurity Expert Certification in 2024. Ms. Parshall received a B.A. from Harvard University and her J.D. from Stanford University. We believe Ms. Parshall is qualified to serve on our Board of Directors due to her knowledge and experience in the life sciences industry as well as her experience serving as a director on other public and private company boards.
Compensation Committee
| • | reviewing and making recommendations to the Board of Directors with respect to director compensation; |
Compensation Committee
| • | overseeing and administering our cash and equity incentive plans; |
Compensation Committee
| • | reviewing, considering and selecting, to the extent determined to be advisable, a peer group of appropriate companies for purposes of benchmarking and analysis of compensation for our executive officers and directors; |
Compensation Committee
| • | reviewing and approving all employment contracts and other compensation, severance and change-in-control arrangements for our executive officers; |
Compensation Committee
| • | retaining, appointing or obtaining advice of a compensation consultant, legal counsel or other advisor, and determining the compensation and independence of such consultant or advisor; |
Compensation Consultant
Compensation Consultant As a part of determining compensation for our executive officers and directors, the Compensation Committee engaged Pay Governance, LLC (“Pay Governance”) as its independent compensation consultant during 2025. Pay Governance provided analysis and recommendations to the Compensation Committee regarding cash and equity compensation for such officers and directors. In determining to engage Pay Governance, the Compensation Committee considered its independence, taking into consideration relevant factors, including the absence of other services provided to the Company, the amount of fees the Company paid to Pay Governance as a percentage of its respective total revenue, Pay Governance’s policies and procedures that are designed to prevent conflicts of interest, any business or personal relationship any individual compensation advisor has with an executive officer of the Company, any business or personal relationship any individual compensation advisor has with any member of the Compensation Committee and any stock of the Company owned by Pay Governance or its individual compensation advisors. The Compensation Committee determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Pay Governance and its individual compensation advisors as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Pay Governance is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C of the Exchange Act.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 2025 and 2024:
Summary Compensation Table
| Name and principal position | Year | Salary ($)(1) | Bonus ($) | Option awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Adrian Gottschalk | 2025 | 638,000 | — | 1,334,037 | 385,990 | 3,000 | 2,361,027 | | President and Chief Executive Officer | 2024 | 601,500 | — | 673,861 | 281,201 | 3,000 | 1,559,562 | | Steven Bellon | 2025 | 505,000 | — | 469,255 | 222,200 | 3,000 | 1,199,455 | | Chief Science Officer | 2024 | 485,000 | — | 249,312 | 164,900 | 3,000 | 902,212 | | Alfonso Quintás-Cardama | 2025 | 494,000 | — | 419,605 | 217,360 | 3,000 | 1,133,965 | | Chief Medical Officer | 2024 | 471,000 | — | 135,349 | 160,140 | 3,000 | 769,489 |
Summary Compensation Table
| (1) The amounts reported for Mr. Gottschalk and Drs. Bellon and Quintás-Cardama include employee contributions made to our 401(k) plan. |
Summary Compensation Table
| (2) The amounts reported represent the aggregate grant date fair value of options to purchase our common stock granted to Mr. Gottschalk and Drs. Bellon and Quintás-Cardama in fiscal year 2025 and 2024, as applicable, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the stock options for this purpose are set forth in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K. |
Summary Compensation Table
| (3) The amounts reported represent the annual bonus earned by each of the named executive officers for the relevant fiscal year, to the extent applicable, based on the attainment of corporate performance goals as described below under “Annual Bonuses.” |
Summary Compensation Table
| (4) The amounts reported reflect a $3,000 matching contribution made by the Company under our 401(k) plan on behalf of each of our named executive officers in 2025 and 2024. |
Outstanding Equity Awards at Fiscal Year-end Table
Outstanding Equity Awards at Fiscal Year-end Table The following table sets forth information about outstanding equity awards held by each of our named executive officers as of December 31, 2025:
Outstanding Equity Awards at Fiscal Year-end Table
| Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($/share) | Option expiration date | | Adrian Gottschalk | 418,926 | — | 0.54 | 5/29/2027(1) | | | 250,697 | — | 3.72 | 2/20/2029(2) | | | 310,810 | — | 8.77 | 8/17/2030(3) | | | 300,000 | — | 16.63 | 1/27/2031(4) | | | 412,500 | 27,500 | 14.87 | 1/25/2032(5) | | | 192,500 | 87,500 | 8.38 | 1/25/2033(6) | | | 131,250 | 168,750 | 3.06 | 1/23/2034(7) | | | — | 400,000 | 4.37 | 1/21/2035(8) | | Steven Bellon | 3,716 | — | 3.72 | 2/12/2029(9) | | | 29,730 | — | 8.77 | 8/17/2030(10) | | | 64,864 | — | 8.77 | 8/19/2030(11) | | | 50,000 | — | 16.63 | 1/27/2031(12) | | | 140,625 | 9,375 | 14.87 | 1/25/2032(13) | | | 68,750 | 31,250 | 8.38 | 1/25/2033(14) | | | 48,125 | 61,875 | 3.06 | 1/23/2034(15) | | | — | 140,000 | 4.37 | 1/21/2035(16) | | Alfonso Quintás-Cardama | 153,000 | 119,000 | 7.57 | 9/12/2033(17) | | | 26,250 | 33,750 | 3.06 | 1/25/2034(18) | | | — | 125,000 | 4.37 | 1/23/2035(19) |
Outstanding Equity Awards at Fiscal Year-end Table
| (1) Represents an option to purchase 905,405 shares of our common stock, granted on May 30, 2017, which vested as to 25% of the underlying shares on May 30, 2018, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (2) Represents an option to purchase 250,697 shares of our common stock, granted on February 20, 2019, which vested as to 25% of the underlying shares on January 30, 2020, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (3) Represents an option to purchase 310,810 shares of our common stock, granted on August 18, 2020, which vested as to 25% of the underlying shares on August 18, 2021, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (4) Represents an option to purchase 300,000 shares of our common stock, granted on January 28, 2021, which vested as to 25% of the underlying shares on January 28, 2022, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (5) Represents an option to purchase 440,000 shares of our common stock, granted on January 26, 2022, which vested as to 25% of the underlying shares on January 26, 2023, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Mr. Gottschalk’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (6) Represents an option to purchase 280,000 shares of our common stock, granted on January 26, 2023, which vested as to 25% of the underlying shares on January 26, 2024, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Mr. Gottschalk’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (7) Represents an option to purchase 300,000 shares of our common stock, granted on January 24, 2024, which vested as to 25% of the underlying shares on January 24, 2025, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Mr. Gottschalk’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (8) Represents an option to purchase 400,000 shares of our common stock, granted on January 22, 2025, which vested as to 25% of the underlying shares on January 22, 2026, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Mr. Gottschalk’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (9) Represents an option to purchase 3,716 shares of our common stock, granted on February 13, 2019, which vested as to 25% of the underlying shares on February 13, 2020, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (10) Represents an option to purchase 29,730 shares of our common stock, granted on August 18, 2020, which vested as to 25% of the underlying shares on August 18, 2021, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (11) Represents an option to purchase 64,864 shares of our common stock, granted on August 20, 2020, which vested as to 25% of the underlying shares on August 20, 2021, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (12) Represents an option to purchase 50,000 shares of our common stock, granted on January 28, 2021, which vested as to 25% of the underlying shares on January 28, 2022, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (13) Represents an option to purchase 150,000 shares of our common stock, granted on January 26, 2022, which vested as to 25% of the underlying shares on January 26, 2023, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Bellon’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (14) Represents an option to purchase 100,000 shares of our common stock, granted on January 26, 2023, which vested as to 25% of the underlying shares on January 26, 2024, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Bellon’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (15) Represents an option to purchase 110,000 shares of our common stock, granted on January 24, 2024, which vested as to 25% of the underlying shares on January 24, 2025, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Bellon’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (16) Represents an option to purchase 140,000 shares of our common stock, granted on January 22, 2025, which vested as to 25% of the underlying shares on January 22, 2026, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Bellon’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (17) Represents an option to purchase 272,000 shares of our common stock, granted on September 11, 2023, which vested as to 25% of the underlying shares on September 11, 2024, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Quintás-Cardama’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (18) Represents an option to purchase 60,000 shares of our common stock, granted on January 24, 2024, which vested as to 25% of the underlying shares on January 24, 2025, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Quintás-Cardama’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (19) Represents an option to purchase 125,000 shares of our common stock, granted on January 22, 2025, which vested as to 25% of the underlying shares on January 22, 2026, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Quintás-Cardama’s continued employment with us through the applicable vesting date. |
Director Compensation
Director Compensation The following table sets forth information concerning the compensation awarded to, earned by, or paid to our non-employee directors during the fiscal year ended December 31, 2025. Mr. Gottschalk’s compensation for 2025 is included with that of our other named executive officers above.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1)(2) | Option Awards ($)(3)(4)(5) | Total ($) | | Douglas Cole, M.D. | $85,351 | $91,970 | $177,321 | | Scott Biller, Ph.D. | $44,784 | $91,970 | $136,754 | | Stuart Duty | $31,667 | $163,002 | $194,669 | | Neil Gallagher, M.D., Ph.D. | $30,000 | $163,002 | $193,002 | | Simba Gill, Ph.D. | $59,067 | $91,970 | $151,037 | | Thomas Lynch, M.D. | $48,117 | $91,970 | $140,087 | | Michael Mendelsohn, M.D. | $55,351 | $91,970 | $147,321 | | B. Lynne Parshall | $59,784 | $91,970 | $151,754 | | Ian Smith | $40,000 | $91,970 | $131,970 |
Director Compensation
| (1) All cash fees payable in respect of Dr. Cole’s board service are remitted to an affiliate of Flagship Pioneering, Inc. |
Director Compensation
| (2) Mr. Duty and Dr. Gallagher were appointed to the Board of Directors on May 1, 2025 and their cash compensation for 2025 was pro-rated accordingly. |
Director Compensation
| (3) In 2025, each non-employee director who served on our Board of Directors for at least six months prior to the 2025 annual meeting of stockholders was granted an option to purchase 25,000 shares of our common stock on June 17, 2025, following the 2025 annual meeting of stockholders. Mr. Duty and Dr. Gallagher were appointed to the Board of Directors on May 1, 2025, and were each granted an initial option under our Director Compensation Policy, as described below, to purchase 50,000 shares of our common stock on May 1, 2025. |
Director Compensation
| (4) The amounts reported represent the aggregate grant date fair value of options to purchase our common stock granted to our non-employee directors in fiscal year 2025, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the stock options for this purpose are set forth in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K. |
Director Compensation
| (5) Non-employee directors who served on our Board of Directors during 2025 held the following unexercised stock options as of December 31, 2025: |
Director Compensation
| Name | Number of Shares Underlying Stock Options (#) | | Douglas Cole, M.D. | 85,530 | | Scott Biller, Ph.D. | 180,124 | | Stuart Duty | 50,000 | | Neil Gallagher, M.D., Ph.D. | 50,000 | | Simba Gill, Ph.D. | 192,718 | | Thomas Lynch, M.D. | 89,000 | | Michael Mendelsohn, M.D. | 180,124 | | B. Lynne Parshall | 89,000 | | Ian Smith | 161,891 |
Revised Director Compensation Policy
Revised Director Compensation Policy On March 19, 2025, based on information provided to the Compensation Committee by Pay Governance, the Board of Directors amended the Company’s non-employee director compensation policy (the “Director Compensation Policy”) such that (i) the annual cash fee to each non-employee director member of the Compensation Committee increased from $5,000 to $6,000; (ii) the annual cash fee to each non-employee director member of the Nominating and Corporate Governance Committee increased from $4,000 to $5,000; (iii) the annual cash fee to each non-employee member of the Science Committee increased from $4,000 to $5,000; (iv) the annual cash fee to the Compensation Committee Chair increased from $10,000 to $12,000; (v) the annual cash fee to the Nominating and Corporate Governance Committee Chair increased from $8,000 to $10,000; (vi) the annual cash fee to the Science Committee Chair increased from $8,000 to $10,000; (vii) the annual equity grant to each non-employee director who has served a member of the Board of Directors for at least six months prior to the Annual Meeting of Stockholders increased from 16,000 options to 25,000 options (as further described below); and (viii) the initial equity grant for each non-employee director who is first elected or appointed to our Board of Directors increased from 32,000 options to 50,000 options (as further described below). Under the Director Compensation Policy, our non-employee directors were compensated as follows as of December 31, 2025:
Revised Director Compensation Policy
| • | each non-employee director received an annual cash fee of $40,000 ($70,000 for the chair of our Board of Directors); |
Revised Director Compensation Policy
| • | each non-employee director who was a member of the audit committee received an additional annual cash fee of $7,500 ($15,000 for the audit committee chair); |
Revised Director Compensation Policy
| • | each non-employee director who was a member of the compensation committee received an additional annual cash fee of $6,000 ($12,000 for our compensation committee chair); |
Revised Director Compensation Policy
| • | each non-employee director who was a member of the nominating and corporate governance committee or the science committee received an additional annual cash fee of $5,000 ($10,000 for the nominating and corporate governance or science committee chair); |
Revised Director Compensation Policy
| • | each non-employee director who was first elected or appointed to our Board of Directors after our initial public offering is granted an option under the 2020 Plan, to purchase 50,000 shares of our common stock (but in no event will a non-employee director’s initial grant have a grant date fair value, determined in accordance with FASB ASC 718, that exceeds $600,000); and |
Revised Director Compensation Policy
| • | each non-employee director who has served as a member of our Board of Directors for at least a six-month period prior to the first meeting of our Board of Directors following the annual meeting of our stockholders is annually granted an option under the 2020 Plan to purchase 25,000 shares of our common stock (but in no event will a non-employee director’s annual grant have a grant date fair value, determined in accordance with FASB ASC 718, that exceeds $300,000). |
Revised Director Compensation Policy
The stock options granted to our non-employee directors will have a per share exercise price at least equal to the closing price of a share of our common stock on the date of grant and will expire not later than ten years after the date of grant. The stock option granted to a non-employee director upon his or her initial election to our Board of Directors will vest as to one-third of the underlying shares on each of the first three anniversaries of the date of grant, subject to such director’s continued service on our Board of Directors. The annual stock options granted to our non-employee directors will vest in full on the first anniversary of the date of grant, subject to the director’s continued service on our Board of Directors. Each non-employee director is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board of Directors and any committee on which he or she serves. Pursuant to the terms of the 2020 Plan, the aggregate value of all compensation granted or paid to any director with respect to any calendar year, including awards granted under the 2020 Plan and cash fees or other compensation paid by us to such director outside of the 2020 Plan for his or her services as a director during such calendar year, is subject to a limit of $750,000 in the aggregate ($1,000,000 in the aggregate with respect to a director’s first year of service on our Board of Directors).
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC. The disclosure does not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO NEO (1) | Average Compensation Actually Paid to Non-PEO NEO (1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (3) | Net Income (Loss) (Thousands $) (4) | | 2025 | 2,361,027 | 3,065,490 | 1,174,643 | 1,430,713 | 83.72 | (74,283) | | 2024 | 1,559,562 | 2,380,101 | 1,680,594 | 1,395,939 | 73.18 | (86,620) |
PAY VERSUS PERFORMANCE
| (1) Summary Compensation Table amounts reported include fair value of stock grants calculated in accordance with FASB ASC 718, rather than the cash amounts paid to or realized by the named individual. Mr. Gottshalk served as our principal executive officer (“PEO”) for the full year in 2025 and 2024. The Non-PEO Named Executive Officers (the “Non-PEO NEOs”) include the following individuals: for fiscal year 2025, Dr. Bellon and Dr. Quintás-Cardama and for fiscal year 2024, Dr. Rivkin and our former Chief Financial Officer, Kristian Humer. |
PAY VERSUS PERFORMANCE
| (2) PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation: |
PAY VERSUS PERFORMANCE
| Fiscal Year | 2025 | 2024 | | Summary Compensation Table Total | 2,361,027 | 1,559,562 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | — | — | | Deduction for Amounts Reported Under the “Option Awards” Column in the SCT | (1,334,037) | (673,861) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 1,916,800 | 1,242,000 | | Increase for Fair Value of Awards Granted during year that Vest during year | — | — | | Increase/deduction for Change in Fair Value from Prior Year-end to current Year-End of Awards Granted Prior to year that were Outstanding and Unvested as of Year-End | 183,200 | 283,600 | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | (61,500) | (31,200) | | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | — | — | | Increase based upon Incremental Fair Value of Awards Modified during year | — | — | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | — | — | | Compensation Actually Paid | 3,065,490 | 2,380,101 |
PAY VERSUS PERFORMANCE
NEO Average Summary Compensation Table Total to Average Compensation Actually Paid Reconciliation
PAY VERSUS PERFORMANCE
| Fiscal Year | 2025 | 2024 | | Summary Compensation Table Total | 1,174,643 | 1,680,594 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | — | — | | Deduction for Amounts Reported Under the “Option Awards” Column in the SCT | (444,430) | (1,187,355) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 634,900 | 902,700 | | Increase for Fair Value of Awards Granted during year that Vest during year | — | — | | Increase/deduction for Change in Fair Value from Prior Year-end to current Year-End of Awards Granted Prior to year that were Outstanding and Unvested as of Year-End | 83,200 | — | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | (17,600) | — | | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | — | — | | Increase based upon Incremental Fair Value of Awards Modified during year | — | — | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | — | — | | Compensation Actually Paid | 1,430,713 | 1,395,939 |
PAY VERSUS PERFORMANCE
| (3) Cumulative Total Shareholder Return (“TSR”) is the calculated difference between our share price at the end and the beginning of the applicable measurement period, and our share price at the beginning of the measurement period. To perform this calculation, we assume a $100 investment on December 31, 2023. |
PAY VERSUS PERFORMANCE
| (4) The dollar amount reported represents the amount of net income (loss) reflected in our audited financial statements for the applicable year. |
Relationship of Compensation Actually Paid and Our Total Shareholder Return
Relationship of Compensation Actually Paid and Our Total Shareholder Return The graph below sets forth the relationship between the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEO, and the Company’s cumulative TSR over the two most recently completed fiscal years.
Relationship of Compensation Actually Paid and Our Net Income
Relationship of Compensation Actually Paid and Our Net Income The graph below sets forth the amount of Compensation Actually Paid to our PEO, the amount of Compensation Ac tua lly Paid to our Non-PEO NEO, and our net income during the two most recently completed fiscal years.
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS In accordance with the Company’s certificate of incorporation and bylaws, the Board of Directors is divided into three classes. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Douglas Cole, M.D., Balkrishan (Simba) Gill, Ph.D., and B. Lynne Parshall are the Class III directors whose terms expire at the 2026 Annual Meeting of Stockholders. Each of Douglas Cole, Simba Gill and B. Lynne Parshall has been nominated for and has agreed to stand for election to the Board of Directors to serve as a Class III director of the Company for three years and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Our bylaws provide for a majority voting standard for the election of directors in an uncontested election. Accordingly, a director nominee will be elected at the Annual Meeting only if the votes properly cast FOR his or her election exceed the votes properly cast as AGAINST with respect to his or her election. It is intended that, unless you give contrary instructions, shares represented by proxies will be voted FOR the election of the nominees listed. Foghorn has no reason to believe that any nominee will be unable to serve. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting. Information relating to the nominees for election as directors and for each continuing director, including his period of service as a director of Foghorn, principal occupation and other biographical material, is included in this proxy statement under “Management and Corporate Governance—Board Composition and Structure—Director Biographies.”