DEF 14A of Inhibikase Therapeutics, Inc., Apr 30, 2026

DEF 14A of Inhibikase Therapeutics, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-197177

Open on EDGAR

  1. ELECTION OF CLASS III DIRECTORS

    ELECTION OF CLASS III DIRECTORS Two directors are to be elected at the Annual Meeting, each to serve as our Class III directors until the Company’s 2029 annual meeting of stockholders and until his successors are duly elected and qualified, or until his earlier death, resignation or removal. The Class III director nominees are current directors and have been nominated for re-election by our Board of Directors. The Company intends that the proxy in the form presented will be voted, unless otherwise indicated, for the election of the Class III director nominees, each to serve until the 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Should the Class III director nominees be unable to accept nomination or election as a director, the individuals named as proxy holders, Mr. Iwicki and Mr. McIntyre, will vote the shares that they represent for such other person as the Board of Directors may recommend. The Board of Directors has no present knowledge that the Class III director nominees named below will be unavailable to serve. The Class III directors standing for re-election, together with their ages and certain other information, are:

  2. ELECTION OF CLASS III DIRECTORS

    | Director | Age | Year First Became Director | | Arvind Kush | 43 | 2024 | | Dennis Berman | 75 | 2020 |

  3. ELECTION OF CLASS III DIRECTORS

    The biographies for the director nominees set forth above and our other directors are set forth in this proxy statement under the heading “Management and Corporate Governance.” We have determined that each of these Class III director nominees possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of our Board of Directors. Other specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as Class III directors are noted in their biographies.

  4. Non-Employee Directors

    Non-Employee Directors Amit Munshi has served as a member of our Board of Directors since October 2024. Mr. Munshi served as the President, Chief Executive Officer and as a board member of Orna Therapeutics, Inc. (“Orna”), a biotechnology company, from May 2024 to April 2025. Prior to this, Mr. Munshi served as the President, Chief Executive Officer and as a board member of ReNAgade Therapeutics, Inc., an RNA therapeutics company, from May 2023 until its acquisition by Orna in May 2024. Mr. Munshi also has served as chairman of the board of directors of Zura Bio Limited (“Zura”) (Nasdaq: ZURA), a publicly traded biotechnology company, since March 2023, and as a director and the chairman of the board of directors of Zura’s accounting predecessor since November 2022. Mr. Munshi has served as a member of the board of directors and audit committee of Galecto Inc. (Nasdaq: GLTO), a publicly traded clinical-stage biotechnology company, since May 2020, as the chairman of the board of Enterprise Therapeutics, a drug discovery company, since January 2020, and as chairman of the board of Sensorion (EPA: ALSEN), a gene and cell therapy company, since April 2025, where he has also served as interim CEO since February 2026. Since December 2025, Mr. Munshi has also served on the board of Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT), a publicly traded commercial-stage biopharmaceutical company, and as chair of its compensation committee. Mr. Munshi was President and Chief Executive Officer of Arena Pharmaceuticals Inc., a then-publicly traded biopharmaceutical company, from May 2016 to March 2022 and a member of its board of directors from June 2016 until its acquisition by Pfizer in March 2022. Mr. Munshi also served as a member of the board of directors and audit committee of Pulmatrix Inc. (Nasdaq: PULM), a publicly traded clinical-stage biopharmaceutical company, from June 2017 until March 2021. Previously, from May 2012 until May 2016, Mr. Munshi was the Chief Executive Officer of Epirus Biopharmaceuticals, which filed for bankruptcy on July 25, 2016. Prior to Epirus, Mr. Munshi was Chief Executive Officer of Percivia LLC, which was later acquired by Johnson & Johnson, and Chief Business Officer and co-founder of Kythera Biopharmaceuticals Inc., which was subsequently acquired by Allergan. Mr. Munshi holds a B.S. in Economics and a B.A. in History from the University of California, Riverside, and an M.B.A. from the Peter F. Drucker School of Management at Claremont Graduate University. We believe Mr. Munshi’s global biopharmaceutical industry experience in executive management, business development, product development and portfolio management qualifies him to serve on our Board of Directors. Roberto Bellini has served as a member of our Board of Directors since October 2024. Mr. Bellini currently serves as a Managing Partner at BSQUARED Capital Inc., a family office biotech fund, since 2023. He has also served as a director of BIOTECanada, a biotechnology industry association, since May 2016, where he is currently a member of the Executive Committee and previously served as Vice Chair from May 2016 and June 2019 and from July 2021 and July 2024. Mr. Bellini served as President and Chief Executive Officer and a director of BELLUS Health, a late-stage biopharmaceutical company, between January 2010 and July 2023. Under his leadership, BELLUS Health developed camlipixant, a P2X3 antagonist for chronic cough from preclinical to Phase 3. BELLUS Health was subsequently acquired by GSK plc in 2023. Mr. Bellini holds a Bachelor of Science in Biochemistry from McGill University. We believe Mr. Bellini’s experience in the biotechnology industry qualifies him to serve on our Board of Directors. Arvind Kush has served as a member of our Board of Directors since October 2024. Mr. Kush has served as Chief Financial and Chief Business Officer of Candid Therapeutics, Inc. (“Candid”), a biotechnology company, since July 2024. Prior to Candid, Mr. Kush was Chief Financial Officer at RayzeBio, Inc., a biotechnology company, from November 2021 until its acquisition by Bristol Myers Squibb in February 2024. Previously, Mr. Kush served in roles of increasing responsibility, most recently as managing director in the Healthcare Group in the Global Corporate Investment Banking Division at BofA Securities from February 2018 until November 2021, advising biopharmaceutical companies on strategic and financing transactions. Mr. Kush holds a Bachelor of Engineering in Computer Science from Visvesvaraya Technological University and an MBA from Goizueta Business School, Emory University. We believe Mr. Kush’s investment banking background and experience in the biotechnology industry uniquely qualify him to serve on our Board of Directors. David Canner, Ph.D. has served as a member of our Board of Directors since October 2024. Dr. Canner is a partner at Soleus Capital, a healthcare investment firm, which he joined in 2018. Dr. Canner has served as an investor in biotechnology companies for the past eight years and has served on the board of directors of privately held life sciences companies in therapeutics and next-generation diagnostics. Dr. Canner holds a B.A. in Chemistry from Princeton University and a Ph.D. in Biology from the Massachusetts Institute of Technology. We believe Dr. Canner’s experience in the life sciences industry as well as his service on the boards of directors of numerous companies qualifies him to serve on our Board of Directors. Dennis Berman has served as a member of our Board of Directors since December 2020. Currently, Mr. Berman is President of Molino Ventures, a board advisory and venture capital firm, since June 2017. Previously, he was Co-founder and Executive Vice President of Corporate Development of Tocagen Inc., a then-publicly traded gene therapy company, from July 2007 to April 2017. Other public companies for which Mr. Berman has served as a seed investor, co-founder, and/or board member include InterVu Inc., one of the first software-as-a-service companies, which was acquired by Akamai; Kintera Inc., an online fundraising pioneer, which was acquired by Blackbaud; Gensia Pharmaceuticals, Inc., focused on purine/pyrimidine metabolism compounds with cardiovascular disease, which was acquired by Teva (Nasdaq: TEVE); and Viagene Inc., a U.S. gene therapy company, which was acquired by Chiron/Novartis (NYSE: NVS). In addition, he was co-founder of Genovo, a private gene therapy company focused on hypercholesterolemia. Mr. Berman also was a seed investor in Calabrian, a private water treatment company, which was acquired by SK Capital. Earlier, Mr. Berman was a corporate law partner at several large law firms, including Sonnenschein Nath & Rosenthal, now Dentons, and Reavis & McGrath, now Norton Rose Fulbright. Mr. Berman holds a Bachelor of Science from the Wharton School of the University of Pennsylvania in Accounting/ Economics, a Bachelor of Arts from the University of Pennsylvania in Economics and is a graduate of Harvard Law School. He has been an Entrepreneur in Residence at Harvard’s Innovation Lab (i-lab) and a guest speaker at Harvard School of Public Health. We believe Mr. Berman’s skills in corporate governance, corporate finance, and value creation in early and late stage pharmaceutical and biotechnology companies qualifies him to serve on our board of directors.

  5. Non-Employee Directors

    Vincent Aurentz has served as a member of our Board of Directors since February 2025. Mr. Aurentz has more than 36 years of experience in the biopharmaceuticals industry. Mr. Aurentz currently serves on the board of directors of Forward Therapeutics, Inc., a privately held biopharmaceutical company, since December 2024 and was a member of the board of directors of Longboard Pharmaceuticals, Inc., a then-publicly traded clinical-stage biopharmaceutical company, from October 2020 until its acquisition by Lundbeck A/S in December 2024. Previously, he served as Executive Vice President and Chief Business Officer at Arena Pharmaceuticals, Inc., a then-publicly traded biopharmaceutical company, from August 2016 until its acquisition by Pfizer in March 2022. Mr. Aurentz was the Chief Business Officer of Epirus Biopharmaceuticals, Inc. and served as President and member of the board of directors of HemoShear Therapeutics, LLC. Prior to that, Mr. Aurentz spent almost a decade at Merck KGaA in various executive leadership roles focused on corporate development and strategy including Executive Vice President and member of the Executive Management Board at Merck KGaA (Merck Serono S.A.) (XETR: MRK), where he directed all research and development programs, portfolio strategy and headed all deal activity including venture investments. Mr. Aurentz is a former Executive Vice President at Quintiles and a Co-founder/Managing Director of a life sciences focused venture capital and advisory business. He was a partner with CSC Healthcare, the life sciences strategic management consulting division of Computer Sciences Corporation, after starting his career at Andersen Consulting (now Accenture). Mr. Aurentz holds a B.S. in Mathematics, receiving the Medallion of Excellence, from Villanova University. We believe Mr. Aurentz's extensive experience in the biopharmaceutical industry qualifies him to serve on our Board of Directors. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.

  6. Review of Director Nominees

    Review of Director Nominees The corporate governance and nominating committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by our directors, executive officers, third-party search firms or other sources. In evaluating proposed director candidates, the corporate governance and nominating committee may consider, in addition to any minimum qualifications and other criteria for Board of Directors membership approved by the Board of Directors from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the proposed director candidate’s understanding of our business and industry on a technical level, his or her judgment and skills, his or her depth and breadth of professional experience or other background characteristics, his or her independence, his or her willingness to devote the time and effort necessary to be an effective board member, and the needs of the Board of Directors. We do not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, the Board of Directors believes that it is essential that its members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board of Directors to best fulfill its responsibilities to the long-term interests of our stockholders. The corporate governance and nominating committee considers at least annually, and recommends to the Board of Directors suggested changes to, if any, the size, composition, organization and governance of the Board of Directors and its committees.

  7. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of the Company’s named executive officers for the fiscal years ended December 31, 2025 and, if applicable, December 31, 2024:

  8. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark Iwicki | 2025 | 624,208 | — | 29,429,299 | 532,500 | — | 30,586,007 | | Chief Executive Officer and Director | | | | | | | | | Chris Cabell, M.D. | 2025 | 429,167 | — | 6,764,872 | 281,250 | — | 7,475,289 | | President and Head of Research and Development | | | | | | | | | David McIntyre | 2025 | 347,216 | — | 4,899,661 | 272,813 | — | 5,519,690 | | Chief Financial Officer | | | | | | | | | Milton H. Werner, Ph.D. | 2025 | 728,979 | — | 40,449 | 31,543 | 2,092 | 803,063 | | Former President and Chief Executive Officer | 2024 | 523,004 | — | 7,174,108 | 267,750 | 15,761 | 7,980,623 |

  9. Summary Compensation Table

    See “Equity-based Compensation” below for additional context related to the awards reflected in this column, including the extent to which certain awards were subject to future vesting, performance-based or other contingent conditions. The amount reported in this column for each named executive officer represents the aggregate grant date fair value of the option awards made to such named executive officer, calculated in accordance with FASB Accounting Standards Codification Topic 718, or ASC 718. The amounts reported for 2024 also include the incremental fair value associated with the option repricing that occurred on October 9, 2024, in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to value these option awards and such incremental fair value, please see Note 10 to the Company’s consolidated financial statements for the year ended December 31, 2025 included in the Annual Report. The amount reported in this column for each named executive officer represents the award earned by such named executive officer under our annual performance-based cash incentive program in respect of the applicable fiscal year. These amounts were paid in the first quarter of the following year to which they relate. The grant date fair value of performance-based option awards granted to Mr. Iwicki in 2025 is upon probable achievement. Assuming maximum achievement, the grant date fair value of such performance-based options granted to Mr. Iwicki would be equal to $3,917,499. The amount reported in this column for Dr. Werner in 2025 represents amounts paid for Dr. Werner's life insurance policy premiums and automobile expenses. (4) Mr. Iwicki commenced employment with us on February 14, 2025. Accordingly, his base salary and non-equity incentive compensation reflect his partial year of employment with us. (5) Dr. Cabell commenced employment with us on February 21, 2025. Accordingly, his base salary and non-equity incentive compensation reflect his partial year of employment with us. Mr. McIntyre commenced employment with us on April 14, 2025. Accordingly, his base salary and his non-equity incentive compensation reflect his partial year of employment with us.

  10. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of the Company’s named executive officers as of December 31, 2025:

  11. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | | Mark Iwicki | 2/14/2025(1) | 911,220 | 3,462,637 | — | 2.35 | 2/14/2035 | | | 2/21/2025(2) | 125,489 | 476,857 | — | 2.97 | 2/21/2035 | | | 2/14/2025(1)(3) | — | 6,837,180 | — | 2.35 | 2/14/2035 | | | 2/14/2025(4) | — | — | 213,133 | 2.35 | 2/14/2035 | | | 2/14/2025(4) | — | — | 1,842,916 | 2.35 | 2/14/2035 | | | 2/17/2025(1) | 373,811 | 1,420,480 | — | 2.35 | 2/14/2035 | | David McIntyre | 4/14/2025(5) | — | 1,775,539 | — | 2.00 | 4/14/2035 | | | 4/14/2025(3)(5) | — | 1,367,428 | | 2.00 | 4/14/2035 | | Chris Cabell, M.D. | 2/21/2025(6) | — | 1,100,705 | — | 2.97 | 2/21/2035 | | | 2/21/2025(3)(6) | — | 1,709,295 | | 2.97 | 2/21/2035 | | Milton H. Werner, Ph.D. (18) | 11/1/2016(7) | 3,643 | — | — | 1.26 | 11/1/2026 | | | 11/1/2017(8) | 3,643 | — | — | 1.26 | 11/1/2027 | | | 11/1/2018(9) | 3,643 | — | — | 1.26 | 1/1/2028 | | | 11/1/2019(10) | 3,643 | — | — | 1.26 | 11/1/2029 | | | 12/22/2020(11) | 16,667 | — | — | 1.26 | 12/22/2030 | | | 3/7/2022(12) | 20,834 | — | — | 1.26 | 3/7/2029 | | | 3/7/2022(13) | 41,667 | — | — | 1.26 | 3/7/2029 | | | 3/1/2023(14) | 35,000 | — | — | 1.26 | 3/1/2030 | | | 3/1/2023(15) | 17,500 | | — | 1.26 | 3/1/2030 | | | 4/1/2024(16) | 45,000 | — | — | 1.26 | 4/1/2031 | | | 10/9/2024(17) | 5,315,056 | — | — | 1.26 | 10/9/2034 |

  12. Outstanding Equity Awards at Fiscal Year-End

    (1) This option will vest in 48 monthly equal installments commencing on March 12, 2025, subject to Mr. Iwicki’s continued service through each vesting date. (2) This option will vest and become exercisable in 48 monthly equal installments commencing on March 21, 2025, subject to Mr. Iwicki’s continued service through each vesting date. (3) These options, to the extent vested, shall only become exercisable in an amount proportional to the number of Series A-1 Warrants and Series B-1 Warrants of the Company that are actually exercised in accordance with their terms (collectively, “Warrant Adjustment Options”) and provided the executive officer is employed by the Company as at the relevant vesting date. (4) These options are subject to both a time-based vesting condition (48 equal monthly installments commencing on March 12, 2025) and performance based vesting condition, both of which must be satisfied in order to fully vest. The performance-based vesting condition will be satisfied when a patient is dosed in our planned Phase 2b trial for pulmonary arterial hypertension by December 31, 2026 (or such later dates determined by the Board) or when the Board otherwise determines in its sole discretion that such milestone has been achieved. This option will vest as follows: 25% vested on April 14, 2026 and the remaining portion will vest in 36 equal monthly installments thereafter (commencing on May 14, 2026), subject to Mr. McIntyre’s continued service through each vesting date. This option will vest in three equal annual installments commencing on February 21, 2027, subject to Dr. Cabell’s continued service through each vesting date. All of the shares subject to this option vested as of November 1, 2017. (8) All of the shares subject to this option vested as of November 1, 2018. (9) All of the shares subject to this option vested as of November 1, 2019. (10) All of the shares subject to this option vested as of November 1, 2020. (11) With respect to the option awards granted to Dr. Werner on December 22, 2020 that are disclosed in these rows, one-third of each such option award vested and became exercisable on the first anniversary of the closing of our initial public offering (i.e., December 23, 2020), and the remainder vested and became exercisable in 24 equal monthly installments thereafter (commencing with January 1, 2022), subject generally to the relevant named executive officer’s continued service through each vesting date. (12) All of the shares subject to this option vested as of May 21, 2025. (13) With respect to the option award granted to Dr. Werner on March 7, 2022 that are disclosed in this row, each such option award was subject to performance conditions and vested and became exercisable when the performance conditions were met. (14) All of the shares subject to this option vested as of May 21, 2025. (15) With respect to the option award granted to Dr. Werner on March 1, 2023 that are disclosed in this row, each such option award was subject to performance conditions and vested and became exercisable when the performance conditions were met. (16) With respect to the option award granted to Dr. Werner on April 1, 2024 that is disclosed in this row, one-third of each such option award vested and became exercisable on April 1, 2025, and the remaining portion will vest and become exercisable in 24 equal monthly installments thereafter (commencing with May 1, 2025), subject generally to the relevant named executive officer’s continued service through each vesting date. (17) All of the shares subject to this option vested as of October 9, 2024. (18) Pursuant to the Werner Separation Agreement and Werner Consulting Agreement, all of Dr. Werner’s outstanding time-based equity awards were accelerated upon his termination as Chief Executive Officer, his performance-based awards accelerated upon completion of his consulting services under the Werner Consulting Agreement and all stock options held by him will remain exercisable through their original expiration date, in each case subject to the approval of our Board of Directors.

  13. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the “Compensation Actually Paid” to the Company’s named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.

  14. Pay Versus Performance Table

    Pay Versus Performance Table The following table shows compensation values previously reported in the Summary Compensation Table, as well as adjusted values required for this section for fiscal years 2024 and 2025 for each of our principal executive officers (each a "PEO") and the average compensation for the Company’s other named executive officers to our net income and total shareholder return for the last two fiscal years.

  15. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Mark Iwicki (Current)(1) $ | Summary Compensation Table Total for Milton Werner (Former)(1) $ | Compensation Actually Paid to Mark Iwicki (Current) (1)(3) $ | Compensation Actually Paid to Milton Werner (Former)(1)(3) $ | Average Summary Compensation Table Total for Non-PEO NEOs(2) $ | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) $ | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) $ | Net Income (in millions) $ | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | | 2025 | 30,586,007 | 803,063 | 29,676,150 | 735,631 | 6,497,489 | 6,332,921 | 161.42 | (48.26) | | 2024 | n/a | 7,980,623 | n/a | 7,599,328 | 790,284 | 814,915 | 255.91 | (27.52) |

  16. Pay Versus Performance Table

    (1) Milton Werner founded the Company in 2008 and was our Chief Executive Officer until his resignation in February 2025. Mark Iwicki has been Chief Executive Officer of the Company since February 2025. (2) Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2025: Chris Cabell, M.D. and David McIntyre 2024: Joseph Frattaroli and Garth Lees-Rolfe Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  17. Pay Versus Performance Table

    | | 2025 | | | 2024 | | | | Iwicki, Mark | Werner, Milton | Average Non-CEO NEOs | Werner, Milton | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $30,586,007 | $803,063 | $6,497,489 | $7,980,623 | $790,284 | | Adjustments for Equity Awards | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (29,429,299) | (40,449) | (5,832,266) | (7,174,108) | (407,605) | | Year-end fair value of unvested awards granted in the current year | 23,999,279 | — | 5,667,698 | 195,706 | 147,379 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | — | (3,645) | — | (20,297) | (1,214) | | Fair values at vest date for awards granted and vested in current year | 4,520,163 | — | — | 6,608,159 | 292,697 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | — | (23,338) | — | 9,245 | 1,440 | | Forfeitures during covered year equal to prior year-end fair value | — | — | — | — | (8,066) | | Dividends or dividend equivalents not otherwise included in total compensation | — | — | — | — | — | | Compensation Actually Paid (as calculated) | $29,676,150 | $735,631 | $6,332,921 | $7,599,328 | $814,915 |

  18. Pay Versus Performance Table

    (4) Cumulative total shareholder return (“TSR”) is determined based on the value of an initial fixed investment of $100 as of December 31, 2023, assuming reinvestment of all dividends.

  19. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The following charts show graphically the relationships over the past two years of the Compensation Actually Paid Amounts for the PEOs and non-PEO NEOs as compared to our (i) cumulative total shareholder return and (ii) net income (loss). While the Compensation Committee makes executive compensation decisions in consideration of a variety of factors, including corporate and individual performance, the decisions of the Compensation Committee and Board of Directors in 2024 and 2025 were made independently of these disclosure requirements. Description of Relationship between PEO and non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years. Description of Relationship Between PEO and non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and our Net Loss during the two most recently completed fiscal years.

  20. Director Compensation

    Director Compensation The following table presents the total compensation received by each of our non-employee directors during the year ended December 31, 2025.

  21. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Mr. Dennis Berman(2) | 90,000 | 216,426 | 306,426 | | Dr. Roy Freeman(3) | 31,400 | — | 31,400 | | Mr. Roberto Bellini(4) | 103,750 | 468,810 | 572,560 | | Mr. Amit Munshi(5) | 102,050 | 440,344 | 542,394 | | Mr. Arvind Kush(6) | 97,000 | 440,344 | 537,344 | | Dr. David Canner(7) | 64,600 | 383,411 | 448,011 | | Mr. Vincent Aurentz(8) | 65,133 | 435,398 | 500,531 |

  22. Director Compensation

    The amounts disclosed represent the aggregate grant date fair value of the award as calculated in accordance with FASB Accounting Standards Codification Topic 718, or ASC 718. The amounts also reflect the incremental fair value with respect to the option repricing that took place on October 9, 2024, in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to value such option awards and incremental fair value, please see the discussion of option awards contained in Note 10 to the Company’s consolidated financial statements for the year that ended December 31, 2025 included in the Annual Report. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting of the applicable awards. The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Berman outstanding as of December 31, 2025, was 147,796. Dr. Freeman ceased serving on our Board of Directors when his term ended at our 2025 Annual Meeting of Stockholders. (4) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Bellini outstanding as of December 31, 2025, was 298,341. (5) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Munshi outstanding as of December 31, 2025, was 281,361. (6) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Kush outstanding as of December 31, 2025, was 281,361. (7) The aggregate number of shares of our Common Stock underlying stock options granted to Dr. Canner outstanding as of December 31, 2025, was 247,401. (8) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Aurentz outstanding as of December 31, 2025, was 242,603. Our Board of Directors has approved a compensation program for our non-employee directors, as most recently amended in February 2025, pursuant to which each non-employee director is eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards as described below. Our Board of Directors may revise non-employee director compensation as it deems necessary or appropriate.