DEF 14A of Fulcrum Therapeutics, Inc.
Filed Apr 30, 2026 · FY20250001193125-26-197196
PROPOSAL NO. 1—ELECTION OF THREE CLASS I DIRECTORS
PROPOSAL NO. 1—ELECTION OF THREE CLASS I DIRECTORS Our board of directors currently consists of ten members. In accordance with the terms of our restated certificate of incorporation, our board of directors is divided into three classes (Class I, Class II and Class III), with members of each class serving staggered three-year terms. The members of the classes are divided as follows: the Class I directors are Sonja Banks, Alan Ezekowitz, and Colin Hill, and their term expires at the Annual Meeting; • the Class II directors are James Geraghty, Rachel King, and Alex Sapir, and their term expires at the annual meeting of stockholders to be held in 2027; and • the Class III directors are Katina Dorton, Robert J. Gould, Kate Haviland, and Josh Lehrer, and their term expires at the Annual Meeting of stockholders to be held in 2028. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of our board of directors. Our restated certificate of incorporation also provides that our directors may be removed only for cause and only by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Sonja Banks, Alan Ezekowitz, and Colin Hill for election as Class I directors at the Annual Meeting. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement as only Class I is up for re-election at the Annual Meeting. Ms. Banks, Dr. Ezekowitz, and Mr. Hill are all presently directors, and have indicated a willingness to continue to serve as directors, if elected, and management has no reason to believe that such nominees will be unavailable to serve. In the event the nominees are unable or decline to serve as directors at the time of the Annual Meeting, the proxies will be voted for any nominee who may be designated by the present board of directors to fill the vacancy. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees named below. We have no formal policy regarding board composition, but our Corporate Governance Guidelines provide that the value of diversity should be considered and that the skills, background, and qualifications of the members of our board of directors considered as a group should provide a significant breadth of experience, knowledge, and ability to assist our board of directors in fulfilling its responsibilities. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among our board members, knowledge of our business, understanding of the competitive landscape in which we operate and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to our board of directors’ effectiveness as a whole are described in the following paragraphs.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors Biographical information as of March 31, 2026, including principal occupation and business experience during the last five years, for our nominees for election as Class I directors at our Annual Meeting is set forth below. Sonja L. Banks, age 57, has served on our board of directors since December 2021. Ms. Banks has been the chief executive officer of the International Dyslexia Association since December 2018. Prior to that, Ms. Banks served in various leadership roles at the Sickle Cell Disease Association of America, Inc., or SCDAA, from May 2010 to December 2018, including as a senior advisor, president, and chief operating officer. Prior to joining the SCDAA, Ms. Banks was a director of community service and outreach at the St. Vincent’s Health System in Alabama from May 2007 to June 2010 and held key leadership roles at the United Negro College Fund and the United Way of Central Alabama from February 2000 to May 2007. Ms. Banks has previously served on the National Heart, Lung, and Blood Institute’s Sickle Cell Disease Advisory Committee, Community Health Charities Board, and the American Society of Hematology’s Sickle Cell Disease Coalition. Ms. Banks earned a B.A. in Political Science from the University of Alabama and an M.P.A. in Public Administration & Business from Jacksonville State University. We believe Ms. Banks’ experience in the life sciences industry, in particular her knowledge and understanding regarding access, reimbursement and treatment options in sickle cell disease, among others, qualifies her to serve on our board of directors. Alan Ezekowitz, MBChB, D.Phil, age 72, has served on our board of directors since December 2016. Dr. Ezekowitz currently serves on the board of directors of Organon & Co., a global healthcare company, and Septerna, Inc., a biotechnology company. Dr. Ezekowitz has served as an advisory partner at Third Rock Ventures, LLC, or TRV, a leading biotech venture and company-formation fund, since December 2023 and previously as a venture partner at TRV from 2019 to 2022. Dr. Ezekowitz served as the president and chief executive officer of Abide Therapeutics, Inc., or Abide, a biopharmaceutical company that he co-founded, from 2011 to May 2019, when Abide was acquired by H. Lundbeck A/S. Prior to founding Abide, Dr. Ezekowitz was the senior vice president and franchise head for disease areas including bone, respiratory, immunology, muscle, dermatology and urology at Merck Research Laboratories, or Merck, a healthcare company, from March 2006 to March 2011. Prior to joining Merck, Dr. Ezekowitz was the Charles Wilder Professor of Pediatrics at the Harvard Medical School from June 1995 to March 2005 and served as the chief of pediatric services at the Massachusetts General Hospital for Children and the Partners Healthcare System. Additionally, he directed the Laboratory of Developmental Immunology at Massachusetts General Hospital. Dr. Ezekowitz received his medical training at the University of Cape Town in South Africa and received a Doctor of Philosophy degree from Oxford University. We believe Dr. Ezekowitz’s leadership experience in the life sciences industry qualifies him to serve on our board of directors. Colin Hill, age 53, has served on our board of directors since June 2024. Mr. Hill co-founded Aitia, a leading AI-driven precision medicine company, in 2000 and has since served as its chief executive officer. Mr. Hill previously served on the board of directors of Biotelemetry Inc., a leading mobile health information company until its acquisition by Koninklijke Philips NV in 2021, and PPD Inc., a leading global contract research organization until its acquisition by Thermo Fisher Scientific Inc. in 2021, and was a founding member of the board of directors of AesRx, a biopharmaceutical company dedicated to the development of new treatments for sickle cell disease until its acquisition by Baxter International Inc. in 2014. Mr. Hill received a B.A. in Physics from Virginia Tech and master’s degrees in physics from both McGill University and Cornell University. We believe Mr. Hill’s leadership experience within the life sciences industry qualifies him to serve on our board of directors.
Our board of directors unanimously recommends voting “FOR” the election of Sonja Banks, Alan Ezekowitz, and Colin Hill as Class I directors for a three-year term ending at the annual meeting of stockholders to be held in 2029.
Our board of directors unanimously recommends voting “FOR” the election of Sonja Banks, Alan Ezekowitz, and Colin Hill as Class I directors for a three-year term ending at the annual meeting of stockholders to be held in 2029.
Directors Continuing in Office
Directors Continuing in Office Biographical information as of March 31, 2026, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.
Class II Directors
Class II Directors James Geraghty, age 71, has served on our board of directors since July 2016. Mr. Geraghty currently serves on the board of directors of Voyager Therapeutics, Inc., a biotechnology company. From May 2013 to December 2016, Mr. Geraghty was an Entrepreneur in Residence at TRV. From April 2011 to December 2012, Mr. Geraghty served as a senior vice president of Sanofi, a global healthcare company. Prior to that, he served in various senior management roles at Genzyme Corporation, or Genzyme, a biotechnology company, including as senior vice president, international development, president of Genzyme Europe, and chief executive officer of Genzyme Transgenics. Mr. Geraghty previously served as chairman of the board of Orchard Therapeutics, plc until its acquisition by Kyowa Kirin Co., Ltd. in January 2024, Idera Pharmaceuticals, Inc. until its acquisition by Aceragen, Inc. in September 2024, and Pieris Pharmaceuticals, Inc. Mr. Geraghty received a B.A. in English from Georgetown University, an M.S. in Psychology from the University of Pennsylvania and a J.D. from Yale Law School. We believe Mr. Geraghty’s public company board and management experience and his broad and deep knowledge of the industry in which we operate qualifies him to serve on our board of directors. Rachel King, age 66, has served on our board of directors since November 2024. Ms. King currently serves on the board of directors of Novavax, Inc., a publicly traded biotechnology company. Ms. King co-founded GlycoMimetics, Inc., a biotechnology company, in 2003, and served as its president and chief executive officer from 2003 to 2021. Ms. King served as the interim president and chief executive officer of the Biotechnology Innovation Organization, or BIO, from October 2022 to March 2024 and has served on its board of directors since 2005, including as chair of the board of BIO from 2013 to 2015. Previously, Ms. King was an Executive in Residence at New Enterprise Associates, an investment firm, from 2001 to 2003. From 1999 to 2001, Ms. King served as a senior vice president of Novartis Corporation, or Novartis, a pharmaceutical company. Before joining Novartis, Ms. King spent 10 years with Genetic Therapy, Inc., a biotechnology company, where she served in a number of roles as part of the executive team, which included the company’s initial public offering and later acquisition by Novartis. After the acquisition by Novartis, she served as the chief executive officer of Genetic Therapy, which was then a wholly owned subsidiary of Novartis. Ms. King previously worked at Alza Corporation, a pharmaceutical and medical systems company that was later acquired by Johnson & Johnson, as well as at Bain and Company, a management consulting firm. Ms. King also currently serves on the board of the University of Maryland BioPark. She received a B.A. from Dartmouth College and an M.B.A. from Harvard Business School. We believe Ms. King’s leadership experience within the life sciences industry qualifies her to serve on our board of directors. Alex C. Sapir, age 59, has served as our president and chief executive officer and as a member of our board of directors since July 2023. Prior to joining our Company, Mr. Sapir served as chief executive officer and a member of the board of directors of ReViral Ltd. (acquired by Pfizer Inc.), or ReViral, a biopharmaceutical company focused on developing novel antiviral therapeutics that target respiratory syncytial virus, from June 2019 until June 2022. From January 2017 to December 2018, Mr. Sapir served as the president and chief executive officer of Dova Pharmaceuticals Inc., or Dova (acquired by Sobi, Inc.), a pharmaceutical company focused on developing drug candidates for diseases that are treated by specialist physicians, with an initial focus on addressing thrombocytopenia, and as a member of Dova’s board of directors from March 2017 to April 2019. Earlier in his career, Mr. Sapir was the Executive Vice President for Marketing and Sales at United Therapeutics Corporation, a biotechnology company focused on the development and commercialization of unique products to address the unmet medical needs of patients with chronic and life-threatening conditions and prior to that, Mr. Sapir held commercial positions of increasing responsibility at GlaxoSmithKline and other smaller healthcare companies. Mr. Sapir is currently a senior lecturer in the Health Care Management department at the Wharton School, University of Pennsylvania. Mr. Sapir received a B.A. in economics from Franklin and Marshall College and an M.B.A. from Harvard Business School. We believe that Mr. Sapir is qualified to serve on our board of directors due to his extensive knowledge of our company and his significant background in working with life sciences companies.
Class III Directors
Class III Directors Katina Dorton, age 68, has served on our board of directors since January 2020. Ms. Dorton currently serves on the board of directors of Tscan Therapeutics, Inc., a clinical stage biotechnology company developing T cell therapies for patients with cancer, Keenova Therapeutics plc (formerly Mallinckrodt, plc), a global business focused on specialty pharmaceutical products and therapies, and Prelude Therapeutics, a public company developing novel oncology drugs. Previously Ms. Dorton held chief financial officer positions at several biotechnology companies, including Nodthera Inc, from 2020 through 2022, Repare Therapeutics Inc., from 2019 to 2020, AVROBIO, Inc., from 2017 through 2018, and Immatics GmbH, from 2015 through 2017, each a biotechnology company. Ms. Dorton served on the board of directors of US Ecology, Inc., an environmental services company, from 2014 until its acquisition by Republic Services, Inc. in 2022 and Pandion Therapeutics, Inc., a biopharmaceutical company, from December 2020 until its acquisition by Merck & Co., Inc in April 2021. Ms. Dorton holds a J.D. from the University of Virginia School of Law, an M.B.A. from George Washington University and a B.A. from Duke University. We believe that Ms. Dorton’s extensive experience working with life sciences companies qualifies her to serve on our board of directors. Robert J. Gould, Ph.D., age 71, has served as a member of our board of directors since July 2016, served as our interim president and chief executive officer from January 2023 to June 2023, and served as our president and chief executive officer from July 2016 to March 2021. Dr. Gould served as an operating partner of Khosla Ventures from September 2021 to December 2025. Dr. Gould previously served as president and chief executive officer of Epizyme, Inc., or Epizyme, a biopharmaceutical company, from March 2010 to September 2015. Prior to joining Epizyme, he served as director of novel therapeutics at the Broad Institute of Massachusetts Institute of Technology, or MIT, and Harvard, a research institute, from December 2006 to March 2010. Dr. Gould spent 23 years at Merck, a healthcare company, where he held a variety of leadership positions, culminating in the role of vice president, licensing and external research. Dr. Gould served on the board of directors of Turnstone Biologics Corp, a biotechnology company, from January 2019 to August 2025, and as a member of the board of directors of Epizyme from March 2010 to March 2016. He is currently vice chair of the board of trustees of Spring Arbor University. Dr. Gould received a B.A. from Spring Arbor University and a Ph.D. from the University of Iowa and completed postdoctoral studies at the Johns Hopkins University. We believe that Dr. Gould’s extensive leadership experience in the life sciences industry and his extensive knowledge of our company based on his previous role as our chief executive officer qualify him to serve on our board of directors. Kate Haviland, age 50, has served on our board of directors since June 2018, and as chair of the board since January 2022. Ms. Haviland currently serves on the board of directors of Bicara Therapeutics Inc., a biotechnology company and Avalyn Pharm Inc., a biotechnology company. Ms. Haviland previously served as chief executive officer and a member of the board of directors of Blueprint Medicines Corporation (acquired by Sanofi), or Blueprint, a commercial stage biopharmaceutical company, from April 2022 to July 2025, as chief operating officer of Blueprint from January 2019 to April 2022, and chief business officer of Blueprint from January 2016 to January 2019. Prior to joining Blueprint, Ms. Haviland served as vice president, rare diseases and oncology program leadership at Idera Pharmaceuticals (acquired by Aceragen, Inc.) from April 2014 to December 2015, as head of commercial development at Sarepta Therapeutics, Inc. from June 2012 to April 2014, as executive director of commercial development at PTC Therapeutics, Inc. from March 2007 to June 2012, and roles in corporate development and project management at Genzyme from July 2005 to April 2007. Ms. Haviland received a B.A. from Wesleyan University with a double major in biochemistry/molecular biology and economics and an M.B.A. from Harvard Business School. We believe that Ms. Haviland’s extensive experience working with life sciences companies and leadership within the biopharmaceutical industry qualifies her to serve on our board of directors. Josh Lehrer, M.D., M.Phil., FACC, age 52, has served on our board of directors since April 2026. Dr. Lehrer has served as chief executive officer and a member of the board of directors of Marea Therapeutics, Inc., a clinical-stage biopharmaceutical company, since October 2023. Previously, Dr. Lehrer served as president and chief executive officer and as a member of the board of directors of Graphite Bio, Inc. (subsequently merged with LENZ Therapeutics, Inc.), a clinical-stage biotechnology company, from April 2020 until September 2023. From October 2013 to April 2020, Dr. Lehrer held various leadership roles at Global Blood Therapeutics, Inc. (acquired by Pfizer, Inc.), including Chief Medical Officer where he oversaw the development and approval of Oxbryta® (voxelotor) for the treatment of sickle cell disease. From September 2009 to October 2013, Dr. Lehrer served in leadership roles at Genentech, Inc. in clinical development and business development. Dr. Lehrer has also held attending physician roles at Stanford University Medical Center and the Palo Alto Veteran’s Affairs Health System. He holds an A.B. in Biochemical Sciences from Harvard University and a Master of Philosophy in Biological Sciences from the University of Cambridge. Dr. Lehrer earned his Doctor of Medicine at the University of California, San Francisco (UCSF), School of Medicine and completed his residency at UCSF in Internal Medicine. Dr. Lehrer served as a Clinical and Postdoctoral Fellow in cardiovascular medicine at Stanford University and attended the Institute for Entrepreneurship at the Stanford Graduate School of Business. We believe that Dr. Lehrer is qualified to serve on our board of directors based on his medical background, extensive experience in business and clinical development and knowledge of public development stage biopharmaceutical companies.
Executive Officers Who Are Not Directors
Executive Officers Who Are Not Directors Biographical information as of March 31, 2026 for our executive officers who are not directors is listed below. Alan Musso, age 64, has served as our chief financial officer since August 2023. Previously, Mr. Musso served as chief financial officer of ReViral from October 2019 until September 2022. From September 2018 to September 2019, Mr. Musso served as the chief financial officer of Peloton Therapeutics, Inc. (acquired by Merck & Co., Inc.), a biopharmaceutical company focused on oncology drug discovery and development. From November 2014 to August 2018, Mr. Musso served as the chief financial officer and treasurer of Bellicum Pharmaceuticals, Inc., a public biotechnology company focused on discovering and developing novel, controllable cellular immunotherapies for various forms of cancer. From February 2002 to November 2014, Mr. Musso served in various positions at Targacept, Inc., a public biopharmaceutical company, including as senior vice president of finance and administration, chief financial officer and treasurer, and assistant secretary. Mr. Musso currently serves on the board of directors of Rein Therapeutics, Inc., a biopharmaceutical company. Mr. Musso has over 25 years of biotechnology and pharmaceutical industry experience in both large and emerging growth companies. Mr. Musso received his B.S. in accounting from Saint Mary’s College of California and his graduate degree from the Thunderbird School of Global Management. Curtis Oltmans, J.D., age 62, has served as our chief legal officer since August 2022, head of external affairs since November 2025, and previously served as our general counsel from November 2020. Mr. Oltmans previously served as vice president, head of litigation for DaVita, Inc., or DaVita, a healthcare company, from June 2019 to November 2020. Prior to joining DaVita, he served as general counsel for Array BioPharma, a biopharmaceutical company which was acquired by Pfizer Inc. Prior to joining Array BioPharma, Mr. Oltmans served as the U.S. general counsel for Novo Nordisk, a pharmaceutical company. Mr. Oltmans currently serves on the board of directors of Avenue Therapeutics, Inc., a biopharmaceutical company. Mr. Oltmans earned a B.A. in Political Science from the University of Nebraska and a J.D. from the University of Nebraska College of Law. There is no arrangement or understanding between any of our directors or executive officers and any other person or persons pursuant to which he or she was or is to be selected as a director or executive officer.
Equity Grant Policies and Practices
Equity Grant Policies and Practices From time to time, we award stock options to our employees, including the named executive officers. In April 2025, we adopted an equity award grant policy that governs the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. Under our equity award grant policy, both new-hire option grants and periodic annual refresh employee grants become effective on the first Monday of the next month that is a trading day following approval, and such grants are typically approved at a meeting of the compensation and human capital management committee or (for non-executive employees) pursuant to authority delegated by such committee to our chief executive officer. Non-employee directors receive automatic initial and annual stock option grants, at the time of a director’s appointment or election to the board and at the time of each annual meeting of our stockholders, respectively. For additional information on our non-employee director compensation program, see below under the heading, “Executive and Director Compensation—Director Compensation.” The compensation and human capital management committee considers whether there is any material nonpublic information, or MNPI, about our company when determining the timing and terms of stock option awards and generally does not time the grant of stock options in relation to our public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers for 2025. Our named executive officers for 2025 were Alex Sapir, Alan Musso, and Curtis Oltmans. This section also describes the material elements of compensation awarded to, earned by or paid to each of our non-employee directors. This section also provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and our directors and is intended to place in perspective the data presented in the tables and narrative that follow.
Executive and Director Compensation Processes
Executive and Director Compensation Processes Our executive compensation program is administered by the compensation and human capital management committee of our board of directors, subject to the oversight and approval of our board of directors. Our compensation and human capital management committee reviews our executive compensation practices on an annual basis and based on this review approves, or, as appropriate, makes recommendations to our board of directors for approval of, our executive compensation program. In designing our executive compensation program, our compensation and human capital management committee considers compensation data for national and regional companies in the biotechnology/pharmaceutical industry provided by our independent compensation consultant to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation. Since 2018, our compensation and human capital management committee has retained Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, as its independent compensation consultant, to provide comparative data on executive compensation practices in our industry and to advise on our executive compensation program generally. During 2025, our compensation and human capital management committee directly retained Aon to advise on our compensation program for executive officers, which includes base salaries, annual performance-based cash incentives and equity incentive awards, and our compensation program for directors, and Aon made recommendations with respect to the amount and form of executive and director compensation and practices. Although our compensation and human capital management committee considers the advice and guidance of Aon as to our executive and director compensation programs, our compensation and human capital management committee ultimately makes its own decisions about these matters. During 2025, in addition to providing executive and director compensation related services, which resulted in aggregate fees equal to $222,820, Aon provided us with commercial risk consulting services totaling $125,000. The decision to engage Aon for commercial risk consulting services was approved by management in the ordinary course of business. Because these other services were in the ordinary course of business, our compensation and human capital management committee did not specifically approve such services, although it is aware of these other services. In the future, we expect that our compensation and human capital management committee will continue to engage independent compensation consultants to provide additional guidance on our executive and director compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies. The compensation and human capital management committee reviewed information regarding the independence and potential conflicts of interest of Aon, taking into account, among other things, the factors set forth in the Nasdaq listing standards. Based on such review, the compensation and human capital management committee concluded that the engagement of Aon did not raise any conflict of interest. Under its charter, the compensation and human capital management committee may form, and delegate authority to, subcommittees, consisting of independent directors, as it deems appropriate. During 2025, the compensation and human capital management committee did not form or delegate authority to such subcommittees. In addition, under its charter, the compensation and human capital management committee may delegate to one or more executive officers the power to grant options or other stock awards pursuant to our equity-based plans to employees who are not directors or executive officers of the Company. During 2025, the compensation and human capital management committee delegated authority to the current chief executive officer to grant certain stock options to non-executive employees. Compensation of executive officers and directors is subject to our policies, including insider trading, anti-hedging and anti-pledging and compensation recovery policies described under “— Corporate Governance” above. Our director compensation program is administered by our board of directors with the assistance of the compensation and human capital management committee. The compensation and human capital management committee conducts an annual review of director compensation and makes recommendations to the board of directors with respect thereto.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All other compensation ($)(3) | Total ($) | | Alex C. Sapir | 2025 | 650,000 | — | 2,052,132 | 411,200 | 138,158 | 3,251,490 | | President and Chief Executive Officer | 2024 | 650,000 | — | — | 211,300 | 142,000 | 1,003,300 | | Alan Musso | 2025 | 478,100 | — | 1,004,910 | 220,000 | 104,115 | 1,807,125 | | Chief Financial Officer | 2024 | 457,500 | — | 568,760 | 119,000 | 106,500 | 1,251,760 | | Curtis Oltmans | 2025 | 472,200 | — | 793,350 | 217,300 | — | 1,482,850 | | Chief Legal Officer and Head of External Affairs | 2024 | 454,000 | — | 853,140 | 118,100 | — | 1,425,240 |
Summary Compensation Table
(1) The amounts reported in the “Option awards” column reflect the aggregate grant date fair value of stock- based compensation awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. See Note 9 to our consolidated financial statements appearing in our annual report on Form 10-K, which was filed with the SEC on February 24, 2026, regarding assumptions underlying the valuation of stock option awards. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. (2) Except where noted otherwise, the amounts reported in the “Non-Equity Incentive Plan” column reflect annual cash bonuses earned by our named executive officers for their performance in 2025 and 2024, respectively. See “—Narrative to Summary Compensation Table—Annual Incentive Bonus.” (3) For Mr. Sapir, 2025 amount includes $97,295 for a housing and travel allowance and a $40,863 tax gross-up related to the taxable housing and travel allowance and 2024 amount includes $100,000 for a housing and travel allowance and a $42,000 tax gross-up related to the taxable housing and travel allowance. For Mr. Musso, 2025 amount includes $73,320 for housing and travel allowance and a $30,795 tax gross-up related to the housing and travel allowance and 2024 amount includes $75,000 for housing and travel allowance and a $31,500 tax gross-up related to the housing and travel allowance. (4) In connection with the commencement of his employment in 2023, Mr. Sapir received a large onboarding option grant. Accordingly, Mr. Sapir did not receive an annual award in 2024.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, 2025. We have omitted stock awards from the following table as there are no outstanding stock awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | Option Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Alex C. Sapir | 1,369,000 | 911,400(1) | 3.27 | 5/11/2033 | | | 109,125 | 472,875(2) | 4.16 | 1/23/2035 | | Alan Musso | 243,450 | 189,350(3) | 4.01 | 8/6/2033 | | | 61,822 | — | 4.01 | 8/6/2033 | | | 43,750 | 56,250(4) | 6.95 | 1/25/2034 | | | 53,438 | 231,562(2) | 4.16 | 1/23/2035 | | Curtis Oltmans | 153,600 | — | 11.82 | 12/2/2030 | | | 56,250 | 3,750(5) | 12.69 | 1/18/2032 | | | 40,625 | 9,375(6) | 7.40 | 8/8/2032 | | | 103,125 | 46,875(7) | 12.59 | 2/8/2033 | | | 79,688 | 47,812(8) | 2.58 | 4/25/2033 | | | 65,625 | 84,375(4) | 6.95 | 1/25/2034 | | | 42,188 | 182,812(2) | 4.16 | 1/23/2035 |
Outstanding Equity Awards at December 31, 2025
(1) This option award vests over four years, with 25% of the shares vested on May 12, 2024 and 6.25% of the shares vesting thereafter in equal quarterly installments over three years, subject to continued service. (2) This option award vests in equal quarterly installments over four years beginning on the vesting commencement date of January 1, 2025, subject to continued service. (3) This option award vests over four years, with 25% of the shares vested on August 7, 2024 and 6.25% of the shares vesting thereafter in equal quarterly installments over three years, subject to continued service. (4) This option award vests in equal quarterly installments over four years beginning on the vesting commencement date of January 1, 2024, subject to continued service. (5) This option award vests in equal quarterly installments over four years beginning on the vesting commencement date of January 1, 2022, subject to continued service. (6) This option award vests over four years, with 25% of the shares vested on July 1, 2023 and 6.25% of the shares vesting thereafter in equal quarterly installments over three years, subject to continued service. (7) This option award vests in equal quarterly installments over four years beginning on the vesting commencement date of January 1, 2023, subject to continued service. (8) This option award vests over four years, with 25% of the shares vested on April 26, 2024 and 6.25% of the shares vesting thereafter in equal quarterly installments over three years, subject to continued service.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosures required of a “smaller reporting company” regarding executive compensation for our principal executive officers, or PEOs, and other named executive officers, or the Non-PEO NEOs, and our performance for the fiscal years listed below. The compensation and human capital management committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) | Summary Compensation Table Total for Third PEO(1) | Compensation Actually Paid to First PEO(1)(2)(3) ($) | Compensation Actually Paid to Second PEO(1)(2)(3) ($) | Compensation Actually Paid to Third PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on Total Shareholder Return(4) ($) | Net Income ($ Millions) | | 2025 | — | — | 3,251,490 | — | — | 14,925,874 | 1,644,987 | 4,466,629 | 155.36 | (74.88) | | 2024 | — | — | 1,003,300 | — | — | (3,260,384) | 2,135,758 | 610,990 | 64.56 | (9.73) | | 2023 | 1,869,696 | 424,501 | 6,990,596 | (2,116,224) | (186,604) | 14,986,660 | 2,130,783 | 1,897,910 | 92.72 | (97.34) |
Pay Versus Performance Disclosure
1. Bryan Stuart was our PEO until January 2, 2023. Robert J. Gould was our PEO from January 2, 2023, until July 1, 2023. Alex Sapir has been our PEO since July 1, 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance Disclosure
| 2025 | 2024 | 2023 | | Alan Musso | Alan Musso | Alan Musso | | Curtis Oltmans | Curtis Oltmans | Curtis Oltmans | | | Patrick Horn | Mel Hayes |
Pay Versus Performance Disclosure
2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation actually earned, realized, or received by our NEOs during the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Option Awards row are equal to the Option Awards column set forth in the Summary Compensation Table (the amounts for the Non-PEO NEOs are averages for the group of Non-PEO NEOs in each applicable year).
Pay Versus Performance Disclosure
| | Stuart | | | 2023 | | SCT - Total Compensation | $1,869,696 | | - Exclusion of Option Awards | (1,294,861) | | + Fair Value at FY-End of Outstanding and Unvested Awards Granted in the FY | — | | + Fair Value of Awards Granted during the FY that Vested During the FY | — | | + Change in Fair Value of Outstanding and Unvested Awards Granted in Prior FYs | — | | + Change in Fair Value of Awards Granted in Prior FYs that Vested During the FY | — | | + Change in Fair Value of Awards Modified during the FY | — | | - Fair Value at Last Day of Prior Year of Equity Awards Forfeited During the FY | (2,691,059) | | = Compensation Actually Paid (CAP) | $(2,116,224) |
Pay Versus Performance Disclosure
| | Gould | | | 2023 | | SCT - Total Compensation | $424,501 | | - Exclusion of Option Awards | (76,404) | | + Fair Value at FY-End of Outstanding and Unvested Awards Granted in the FY | 78,248 | | + Fair Value of Awards Granted during the FY that Vested During the FY | — | | + Change in Fair Value of Outstanding and Unvested Awards Granted in Prior FYs | (429,988) | | + Change in Fair Value of Awards Granted in Prior FYs that Vested During the FY | (182,961) | | + Change in Fair Value of Awards Modified during the FY | — | | - Fair Value at Last Day of Prior Year of Equity Awards Forfeited During the FY | — | | = Compensation Actually Paid (CAP) | $(186,604) |
Pay Versus Performance Disclosure
| | Sapir | | | | | 2025 | 2024 | 2023 | | SCT - Total Compensation | $3,251,490 | $1,003,300 | $6,990,596 | | - Exclusion of Option Awards | (2,052,132) | — | (6,398,757) | | + Fair Value at FY-End of Outstanding and Unvested Awards Granted in the FY | 4,760,971 | — | 14,394,821 | | + Fair Value of Awards Granted during the FY that Vested During the FY | 575,866 | — | — | | + Change in Fair Value of Outstanding and Unvested Awards Granted in Prior FYs | 5,387,958 | (4,369,929) | — | | + Change in Fair Value of Awards Granted in Prior FYs that Vested During the FY | 3,001,721 | 106,245 | — | | + Change in Fair Value of Awards Modified during the FY | — | — | — | | - Fair Value at Last Day of Prior Year of Equity Awards Forfeited During the FY | — | — | — | | = Compensation Actually Paid (CAP) | $14,925,874 | $(3,260,384) | $14,986,660 |
Pay Versus Performance Disclosure
| | Average of Non-PEO NEOs | | | | | 2025 | 2024 | 2023 | | SCT - Total Compensation | $1,644,987 | $2,135,758 | $2,130,783 | | - Exclusion of Option Awards | (899,130) | (1,585,447) | (1,633,790) | | + Fair Value at FY-End of Outstanding and Unvested Awards Granted in the FY | 2,085,987 | 254,606 | 1,638,150 | | + Fair Value of Awards Granted during the FY that Vested During the FY | 252,306 | 79,409 | 38,073 | | + Change in Fair Value of Outstanding and Unvested Awards Granted in Prior FYs | 1,231,701 | (303,616) | (154,968) | | + Change in Fair Value of Awards Granted in Prior FYs that Vested During the FY | 150,777 | 30,280 | (120,338) | | + Change in Fair Value of Awards Modified during the FY | — | — | — | | - Fair Value at Last Day of Prior Year of Equity Awards Forfeited During the FY | — | — | — | | = Compensation Actually Paid (CAP) | $4,466,629 | $610,990 | $1,897,910 |
Pay Versus Performance Disclosure
4. The amounts shown assume $100 was invested for the period starting December 31, 2022, through the end of the listed year in our stock. Historical stock performance is not necessarily indicative of future stock performance.
Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return, or TSR
Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return, or TSR
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 cumulative TSR over the three most recently completed fiscal years.
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 cumulative TSR over the three most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
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 Income during the three most recently completed fiscal years.
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 Income during the three most recently completed fiscal years.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The employment agreements and the employment of Mr. Sapir, Mr. Musso, and Mr. Oltmans may be terminated as follows: (1) upon the death or “disability” (as disability is defined in the applicable employment agreement) of such executive officer; (2) at our election, with or without “cause” (as cause is defined in the applicable employment agreement); and (3) at such executive officer’s election, with or without “good reason” (as good reason is defined in the applicable employment agreement).
Director Compensation
Director Compensation The table below shows all compensation earned by our non-employee directors during the year ended December 31, 2025.
Director Compensation
| | Fees earned or paid in cash | Option awards | Total | | Name | ($) | ($)(1)(2) | ($) | | Sonja L. Banks | $44,000 | $219,406 | $263,406 | | Katina Dorton | 60,000 | 219,406 | 279,406 | | Alan Ezekowitz | 53,641 | 219,406 | 273,047 | | James Geraghty | 55,500 | 219,406 | 274,906 | | Robert Gould | 50,000 | 219,406 | 269,406 | | Kate Haviland | 81,500 | 219,406 | 300,906 | | Colin Hill | 45,000 | 219,406 | 264,406 | | Rachel King | 46,359 | 219,406 | 265,765 |
Director Compensation
(1) The amounts reported in the “Option awards” column reflect the aggregate grant date fair value of stock options awarded during the year computed in accordance with the provisions of ASC 718. See Note 9 to our consolidated financial statements appearing in our annual report on Form 10-K, which was filed with the SEC on February 24, 2026, regarding assumptions underlying the valuation of the option awards. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. (2) As of December 31, 2025, the aggregate number of shares of our common stock subject to outstanding option awards for each non-employee director serving during 2025 was as follows: Ms. Banks, 145,000 shares; Ms. Dorton, 148,571 shares, Dr. Ezekowitz, 161,285 shares; Mr. Geraghty, 155,712 shares; Dr. Gould, 691,532 shares; Ms. Haviland, 172,141 shares; Mr. Hill, 96,000 shares, and Ms. King, 96,000 shares. In June 2019, our board of directors approved a non-employee director compensation program that became effective on July 17, 2019. Under this non-employee director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of the board and of each committee receive additional retainers for such service. These cash retainer fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member in the year ended December 31, 2025 were as follows:
Director Compensation
| | Member Annual Fee | Chair Incremental Annual Fee | | Board of Directors | $40,000 | $30,000 | | Audit Committee | 7,500 | 7,500 | | Compensation and Human Capital Management Committee | 5,000 | 5,000 | | Nominating and Corporate Governance Committee | 4,000 | 4,000 | | Science and Technology Committee | 5,000 | 5,000 |
Director Compensation
We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which he or she serves. In addition, during 2025, under our director compensation program, each non-employee director received, upon his or her initial election or appointment to our board of directors, an option under our 2019 Stock Incentive Plan, or the 2019 Plan, to purchase 72,000 shares of our common stock. Each of these options vests as to 2.7778% of the shares of our common stock underlying such option at the end of each successive one-month period following the grant date until the third anniversary of the grant date, subject to the non-employee director’s continued service as a director. Further, on the date of the first board meeting held after our 2025 annual meeting of stockholders, each non-employee director that served on our board of directors for at least six months received an option under the 2019 Plan to purchase 36,000 shares of our common stock under the 2019 Plan. Each of these options vests with respect to all of the shares underlying such option on the first anniversary of the grant date or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to the non-employee director’s continued service as a director. In January 2026, our board of directors approved a revised director compensation program, effective January 23, 2026. Under the revised program, the fees payable for service on the compensation and human capital management committee and the science and technology committee were each increased to $6,000, and the fees payable to the nominating and corporate governance committee were increased to $5,000. Each non-employee director will receive, upon his or her initial election or appointment to our board of directors, an option under the 2019 Plan to purchase 64,000 shares of our common stock. Each of these options vests as to 2.7778% of the shares of our common stock underlying such option at the end of each successive one-month period following the grant date until the third anniversary of the grant date, subject to the non-employee director’s continued service as a director. Further, on the date of the first board meeting held after each annual meeting of stockholders, each non-employee director that has served on our board of directors for at least six months will receive an option under the 2019 Plan to purchase 32,000 shares of our common stock under the 2019 Plan. Each of these options vests with respect to all of the shares underlying such option on the first anniversary of the grant date or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to the non-employee director’s continued service as a director. All options issued to our non-employee directors under our director compensation program are issued with exercise prices equal to the fair market value of our common stock on the Nasdaq Global Market on the date of grant and will become exercisable in full upon specified change in control events.