DEF 14A of Intellia Therapeutics, Inc.
Filed Apr 30, 2026 · FY20250001193125-26-197283
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 eight members. In accordance with the terms of our Certificate of Incorporation and By-Laws, 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 Muna Bhanji, R.Ph., Brian Goff and Jesse Goodman, M.D., M.P.H. and their term will expire at the Annual Meeting; • the class II directors are Fred Cohen, M.D., D.Phil. and Frank Verwiel, M.D., and their term will expire at the annual meeting of stockholders to be held in 2027; and • the class III directors are William Chase, Georgia Keresty, Ph.D., M.P.H., and John M. Leonard, M.D., and their term will expire 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 nominated by our board of directors and elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our Certificate of Incorporation and By-Laws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our Certificate of Incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the outstanding shares then entitled to vote 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 Muna Bhanji, R.Ph., Brian Goff and Jesse Goodman, M.D., M.P.H. for election as the class I directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. The board of directors seeks candidates that have broad experience and skills in areas important to the operation of our Company. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, diversity, knowledge and abilities that will allow our board of directors to promote our strategic objectives and fulfill its responsibilities to our stockholders. In this context, we also consider a variety of attributes in selecting nominees to our board of directors, such as: • an understanding of, and experience in, the biotechnology and pharmaceutical industries, research and academic organizations and governmental regulatory agencies, and the scientific and legal landscapes in which such entities operate; • an understanding of, and experience in, accounting oversight and governance, finance, and complex business transactions; • leadership experience and significant accomplishments at public companies, government, non-profit entities, academic institutions or other comparable organizations; • demonstrated business acumen, experience, and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company and willingness and ability to contribute positively to the decision-making process of the Company; • long-term reputation for the highest personal and professional integrity, honesty and adherence to high ethical standards; • demonstrated contribution as a member of other boards of directors, and sufficient time and availability to devote to the Company’s affairs; and • add to the diverse experiences, backgrounds and perspectives of our board of directors. These factors and others are considered useful by our board of directors and are reviewed in the context of an assessment of the perceived needs of our board of directors at a particular point in time.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors Biographical information, including principal occupation and business experience during at least the last five years, for our nominees for election as the class I directors at our Annual Meeting is set forth below as of April 10, 2026.
Nominees for Election as Class I Directors
| | Age | Director Since | | Muna Bhanji, R.Ph. has served as a member of our board of directors since April 2022. Ms. Bhanji is the founder and principal of TIBA Global Access, LLC, a commercialization and market access strategy consultancy serving the biopharmaceutical industry since January 2021. Ms. Bhanji previously served in roles of increasing responsibility at Merck & Co., Inc. (“Merck”), including a number of senior strategic leadership and operating roles within the U.S. and global commercial organizations driving growth across a broad portfolio of medicines and vaccines of over $40+ billion annually. Most recently, Ms. Bhanji served as the senior vice president, global market access & policy with responsibility for enabling payer reimbursement and access for patients, for Merck’s products around the world from 2010 through December 2020 and as senior vice president, hospital & specialty franchises from 2014 until 2017. In addition, Ms. Bhanji served as senior vice president for global oncology and global hospital and specialty commercial franchises for Merck. She currently serves on the board of directors of Cytokinetics, Inc., Veracyte, Inc. and Ardelyx, Inc. She also serves on the board of Lumanity, an Arsenal Capital Partners’ portfolio company, and Corus International, an international NGO. Ms. Bhanji earned her B.Sc. in Pharmacy from Rutgers School of Pharmacy and an M.B.A. from St. Joseph’s University. We believe that Ms. Bhanji’s extensive U.S. and global commercial and operational experience within the pharmaceutical industry provide her with the qualifications and skills to serve as a director of our Company. | 63 | April 2022 | | | Age | Director Since | | Brian Goff has served as a member of Intellia’s board of directors since June 2024. Mr. Goff brings more than 30 years of experience in commercialization, operations, sales and marketing at leading biopharmaceutical companies. He is a seasoned and accomplished global leader focused on rare diseases. Since 2022, he has served as the CEO of Agios Pharmaceuticals, Inc. and as a board member. Prior to this, he was the executive vice president, chief commercial and global operations officer at Alexion Pharmaceuticals, Inc. until its acquisition by AstraZeneca PLC in 2021. His previous roles include chief operating officer and board member at Neurovance, Inc. before its acquisition by Otuska Pharmaceuticals, as well as executive vice president and president of the Hematology Division at Baxalta Incorporated prior to its acquisition by Shire plc. Earlier in his career, he held positions in sales and marketing at Novartis and Johnson & Johnson’s pharmaceutical division. Mr. Goff holds a B.A. from Skidmore College and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe that Mr. Goff’s executive and board experience and extensive experience in the life sciences industry provide him with the qualifications and skills to serve as a director of our Company. | 57 | June 2024 | | | Age | Director Since | | Jesse Goodman, M.D., M.P.H. has served as a member of our board of directors since October 2018. Since March 2014, Dr. Goodman has been the director of the Center on Medical Product Access, Safety and Stewardship, and professor of medicine and attending physician in infectious diseases at Georgetown University. Dr. Goodman also is an infectious disease physician at the Washington D.C. Veterans Affairs and Walter Reed Medical Centers. Until 2025, Dr. Goodman served on the board of directors of GlaxoSmithKline plc, a multinational pharmaceutical company, which he joined in 2016, and chaired that board’s science committee until early 2023. And, until February 2026, he served on the board of directors of BiomX, Inc., following its acquisition of Adaptive Phage Therapeutics, Inc., where he was a director. Dr. Goodman also has served as a president (2015 to 2020) and member (2015 to present) of the board of trustees of the United States Pharmacopeia. He was previously a member of the board of scientific counselors for infectious diseases of the Centers for Disease Control and Prevention (“CDC”). From 2009 until February 2014, Dr. Goodman served as the chief scientist of the U.S. Food and Drug Administration (“FDA”). Dr. Goodman also served as deputy commissioner for science and public health at the FDA from 2009 through 2012. Prior to that, Dr. Goodman was the director of the FDA’s Center for Biologics Evaluation and Research from 2003 to 2009 and a senior advisor to the FDA commissioner from 1998 through 2000. Prior to his government service, Dr. Goodman was professor of medicine and chief of infectious diseases at the University of Minnesota. Dr. Goodman has served on numerous advisory boards and committees for national and international health care organizations, including the CDC, the National Institute of Health, the World Health Organization and the Coalition on Epidemic Preparedness Innovations. Dr. Goodman received a B.S. in biology from Harvard College, a master’s in public health | 74 | October 2018 |
Nominees for Election as Class I Directors
| from the University of Minnesota and an M.D. from the Albert Einstein College of Medicine, and did his residency and fellowship training in medicine, infectious diseases and oncology at the Hospital of the University of Pennsylvania and at the University of California in Los Angeles, where he was also chief medical resident. He has been elected to the Institute of Medicine of the National Academy of Sciences. We believe that Dr. Goodman’s expertise in medicine, biopharmaceutical regulatory requirements and public health, including as a professor, practicing clinician and senior government leader, provides him with the qualifications and skills to serve as a director of our Company. |
Nominees for Election as Class I Directors
The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if a nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The board of directors recommends voting “FOR” the election of Muna Bhanji, R.Ph., Brian Goff and Jesse Goodman, M.D., M.P.H. as the class I directors, to serve 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, including principal occupation and business experience during at least the last five years, for our directors continuing in office is set forth below.
Class II Directors (Term Expires at 2027 Annual Meeting)
Class II Directors (Term Expires at 2027 Annual Meeting)
Class II Directors (Term Expires at 2027 Annual Meeting)
| | Age | Director Since | | Fred Cohen, M.D., D.Phil. has served as a member of our board of directors since January 2019. Dr. Cohen founded Monograph Capital Partners, a life sciences venture capital fund, in 2021, and serves as its chairman and chief investment officer. Dr. Cohen also co-founded Vida Ventures, a biotechnology venture capital fund, in 2017 and has served as one of its senior managing directors since then. From 2001 to 2016, he was a partner of TPG, a private equity company, and served as the co-head of its biotechnology group, TPG Biotech, a venture capital fund that he founded in 2001. Dr. Cohen currently serves as a senior advisor to TPG. From 1988 through December 2014, Dr. Cohen was a professor of cellular and molecular pharmacology at the University of California, San Francisco (“UCSF”), where he also held various clinical responsibilities, including as a research scientist, an internist for hospitalized patients, a consulting endocrinologist, and chief of the division of endocrinology and metabolism. He is a member of the board of trustees of the UCSF Foundation. Dr. Cohen currently serves on the boards of directors of CareDx, Inc. and Kyverna Therapeutics, Inc. Within the last five years, Dr. Cohen has also served on the boards of directors of the following public biotechnology and pharmaceutical companies: Progyny, Inc. (until May 2025), UroGen Pharma Ltd (until September 2024) and Veracyte, Inc. (until June 2021). Dr. Cohen was a co-founder and executive chairperson of privately held Cell Design Labs, which was acquired by Gilead Sciences, Inc. in December 2017. He holds a B.S. in molecular biophysics and biochemistry from Yale University, a D.Phil. in molecular biophysics from Oxford University, and an M.D. from Stanford University. Dr. Cohen completed his postdoctoral training and postgraduate medical training in internal medicine and endocrinology at UCSF. He is a fellow of the American College of Physicians and the American College of Medical Informatics, and a member of the American Society for Clinical Investigation and Association of American Physicians. Dr. Cohen was elected to the National Academy of Medicine in 2004 and the American Academy of Arts and Sciences in 2008. Dr. Cohen currently serves on the board of directors of various private biotechnology and healthcare companies. We believe that Dr. Cohen’s vast experience in the biotechnology industry, including providing strategic advice and oversight to preclinical, clinical and commercial biopharmaceutical companies, and in medicine, as a researcher, professor and clinician, provides him with the qualifications and skills to serve as a director of our Company. | 69 | January 2019 | | | Age | Director Since | | Frank Verwiel, M.D. has served as the chairperson of our board of directors since February 2020 after joining as a member in July 2017. From July 2005 to February 2008, Dr. Verwiel served as president, chief executive officer and a member of the board of directors of Axcan Pharma, Inc. (“Axcan”), a public specialty pharmaceutical company. Dr. Verwiel continued with these responsibilities after taking Axcan private in February 2008 and through February 2014 when the company, which had changed its name to Aptalis Pharma, Inc. (“Aptalis”), was acquired by Forest Laboratories, Inc. Prior to joining Aptalis, Dr. | 63 | July 2017 |
Class II Directors (Term Expires at 2027 Annual Meeting)
| Verwiel held international senior management positions with Merck, including as vice president, hypertension, worldwide human health marketing from June 2001 to May 2005. He concurrently served as a leader of Merck’s worldwide hypertension business strategy team. Dr. Verwiel was also managing director of Merck’s Dutch subsidiary from June 1996 to May 2001. Prior to his tenure at Merck, he had international leadership positions at Servier Laboratories, a pharmaceutical company, from 1988 until 1995. Dr. Verwiel currently serves on the boards of directors of Bavarian Nordic A/S, a biopharmaceutical vaccine company, which he joined in April 2016, and Capsida Biotherapeutics Inc., a privately held biopharmaceutical company, since August 2019. He has also served as chairman of the board of Avidicure, a privately held biopharmaceutical company, since July 2022. Within the last five years, Dr. Verwiel has also served on the board of directors of ObsEva SA, a biopharmaceutical company, until May 2022. Dr. Verwiel was also a member of the board of directors of the Biotechnology Innovation Organization from February 2013 to April 2014. Dr. Verwiel holds an M.D. from Erasmus University, Rotterdam in the Netherlands and an M.B.A. from INSEAD, Fontainebleau in France. We believe that Dr. Verwiel’s experience as an executive leader and board member in the biopharmaceutical industry, from preclinical companies to large multinational entities, as well as his business, scientific and medical knowledge, provide him with the qualifications and skills to serve as a director of our Company. Class III Directors (Term Expires at 2028 Annual Meeting) | | | | | Age | Director Since | | William Chase has served as a member of our board of directors since April 2023. Mr. Chase served as Executive Vice President, Finance and Administration, for AbbVie Inc. (“AbbVie”) from October 2018 to July 2019 and prior to that served as Executive Vice President and Chief Financial Officer from 2012 to 2018. In these roles he oversaw all financial, investor, and informational technology activities and played a critical strategic role in AbbVie’s licensing and acquisition activities. Prior to his tenure at AbbVie, he served in a number of financial and strategic positions at Abbott Laboratories (“Abbott”), including corporate vice president, licensing & acquisitions, corporate vice president, treasurer, and divisional vice president and controller, Abbott International. He currently serves on the board of Parexel International Corporation and Grail, Inc. Mr. Chase holds a bachelor’s degree in finance from the University of Illinois and an M.B.A. from the University of Chicago. We believe Mr. Chase’s executive leadership experience as well as his operational, financial and accounting expertise and knowledge of the pharmaceutical industry, provide him with the qualifications and skills to serve as a director of our Company. | 58 | April 2023 |
Class II Directors (Term Expires at 2027 Annual Meeting)
| | Age | Director Since | | Georgia Keresty, Ph.D., M.P.H. has served as a member of our board of directors since April 2021. Dr. Keresty most recently served as the chief operating officer at Volnay Therapeutics, a stealth mode biotechnology start-up company, from March 2023 to November 2024. Prior to this role, Dr. Keresty served as the chief operating officer for Takeda Research and Development (“Takeda R&D”), a division of Takeda Pharmaceuticals USA, Inc. (“Takeda”) from December 2017 to December 2020. During Dr. Keresty’s time at Takeda, she also served as Takeda R&D’s global head of medical sciences and development operations. Prior to her time at Takeda, Dr. Keresty worked at Johnson & Johnson from July 2003 to September 2017, serving in multiple roles including as vice president and global head, pharmaceutical development and manufacturing science. Dr. Keresty has also worked at Bristol-Myers Squibb Company and Novartis Pharmaceuticals Corporation (“Novartis”). Dr. Keresty earned a B.S. in chemical engineering from Clarkson University and a B.S. in computer science from Ramapo College of New Jersey. Dr. Keresty also earned an M.S. in information systems from Pace University, an M.B.A. and Ph.D. in operations management from Rutgers Business School and an M.P.H. in Global Health Leadership from the University of Southern California. Dr. Keresty achieved her NACD Directorship Certification in September 2020, and serves on the board of directors of Solid Biosciences, Inc. She previously served on the board of directors of Aspen Technology, Inc., Commissioning Agents, Inc., and Janssen Alzheimer Immunotherapy as well as the boards of trustees for Clarkson University and the NJ Advocates for Aging Well. We believe that Dr. Keresty’s leadership experience and vast experience with manufacturing and research and development in the pharmaceutical industry provide her with the qualifications and skills to serve as a director of our Company. | 64 | April 2021 |
Class II Directors (Term Expires at 2027 Annual Meeting)
| | Age | Director Since | | John M. Leonard, M.D. has served as our president and chief executive officer (“CEO”) since January 2018, and as a member of our board of directors since July 2014. Dr. Leonard has over 30 years of combined experience in medicine and pharmaceutical research and development. He previously served as our executive vice president, research and development from January 2017 to January 2018, and prior to that served as our chief medical officer from July 2014 to January 2017. Prior to joining Intellia, Dr. Leonard was chief scientific officer and senior vice president of research & development at AbbVie, a global biopharmaceutical company, from its spin-out from Abbott in January 2013 until retiring at the end of 2013. Prior to the formation of AbbVie, from 2008 to 2012, he was global head of pharmaceutical research & development at Abbott, a multinational pharmaceutical and health care products company, and before that served in various research and development roles at Abbott beginning in 1992. Since October 2016, Dr. Leonard has served on the board of directors of IQVIA Holdings Inc. (“IQVIA”), a multinational health information technology and clinical research company. Between February 2015 and October 2016, he served on the board of directors of Quintiles, an international contract research organization and pharmaceutical service consulting company, which merged with IMS Health, Inc. to form IQVIA. Dr. Leonard also currently serves on the board of directors of a privately held biopharmaceutical company. He received a B.A. in biochemistry from the University of Wisconsin at Madison and an M.D. from Johns Hopkins University. Dr. Leonard completed his residency in internal medicine at Stanford University School of Medicine, and then completed a postdoctoral fellowship in molecular virology at the National Institute of Allergy and Infectious Diseases at the National Institutes of Health. We believe that Dr. Leonard’s extensive experience as an executive leader in drug development and the biopharmaceutical industry provides him with the qualifications and skills to serve as a director of our Company. | 68 | July 2014 |
Class II Directors (Term Expires at 2027 Annual Meeting)
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 performed, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of the Company. 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, or affiliates, is a party adverse to the Company or its subsidiary or in which any such person has a material interest adverse to the Company or its subsidiary.
Components and Objectives of the Compensation Program
| Compensation Element | Objective | Features | | Base salary | To attract and retain highly skilled executives. | Fixed component of pay to provide financial stability, based on responsibilities, experience and individual contributions. | | Annual cash incentive program | To promote and reward the achievement of key short-term strategic and business goals of the Company as well as individual performance; and motivate and attract executives. | Variable component of pay based on annual corporate and individual quantitative and qualitative goal achievement. | | Equity incentive compensation | To encourage executives and other employees to focus on long-term Company performance; promote long-term retention; and reward outstanding Company and individual performance. | Typically, subject to multi-year vesting based on continued service and Company performance in the case of our performance-based awards. Any intrinsic value derived from awards in the form of stock options and time-based restricted stock units directly depends on the performance of our common stock price, in order to align employee interests with those of our stockholders over the longer-term. Annual performance-based restricted stock units have vesting criteria linked directly to the Company’s total stockholder return (“TSR”) over a three-year period compared to the companies comprising the Nasdaq Biotechnology Index as of the grant date. In addition, in 2024, we granted one-time performance-based restricted stock units that are earned based upon the achievement of significant clinical milestones, subject to a modifier that can increase or decrease the number of restricted stock units that are earned by up to 25% based on the Company’s relative TSR compared to the companies comprising the Nasdaq Biotechnology Index as of the grant date. |
Role of the Compensation and Talent Development Committee in Setting Executive Compensation
Role of the Compensation and Talent Development Committee in Setting Executive Compensation Our board of directors and its compensation committee annually review the compensation for each of our executive officers in relation to our peers (see “Defining and Comparing Compensation to Market Benchmarks” section below). In setting executive cash compensation (base salaries and incentive cash bonuses) and granting equity incentive awards, the compensation committee and the board of directors consider compensation for comparable positions in the market; the qualifications, experience and historical compensation levels of our executives; each officer’s individual performance as compared to our expectations and objectives; our desire to motivate the executive to achieve short- and long-term results that are in the best interests of our stockholders; and the desire and need to ensure the executive’s long-term commitment to our Company. The compensation committee and the board of directors generally target compensation for each executive officer to be competitive with the compensation provided by our peers for the same or a similar position. They use independent third party benchmark analytics as a reference point to inform compensation decisions for each executive, including the mix of base salary, bonus and long-term incentives. Our board of directors or our compensation committee have historically determined the compensation of each of our executive officers. Our compensation committee typically reviews and discusses proposed compensation of our executive officers with the chief executive officer for all executive officers other than the chief executive officer. Based on those discussions and its discretion, taking into account the factors noted above as well as considerations specific to each executive officer (including, but not limited to, each executive officer’s experience, education, and responsibilities as well as other factors such as business performance, company resources and internal equity), the compensation committee then approves, or recommends to the board of directors for approval, the compensation for each executive officer. Compensation determinations for our executive officers are made without members of management present. The compensation committee continued to retain the services of Alpine Rewards, LLC (“Alpine”) as its compensation consultant throughout 2025. The board of directors and the compensation committee considered Alpine’s data, analysis and recommendations on certain compensation matters as they deemed appropriate before ultimately setting compensation for the Company’s executive officers.
Role of the Compensation Consultant
Role of the Compensation Consultant The role of the compensation consultant, as engaged throughout the year, was to advise on executive compensation matters including: overall compensation program design (including our performance-based equity award program), peer group development and updates, and director and executive compensation benchmarking. We developed our compensation programs after reviewing publicly available compensation data and subscription survey data for our peer group, provided by Alpine. Alpine reported directly to our compensation committee. Our compensation committee assessed the independence of Alpine consistent with Nasdaq listing standards and has concluded that the engagement of Alpine did not raise any conflicts of interest.
Defining and Comparing Compensation to Market Benchmarks
Defining and Comparing Compensation to Market Benchmarks In evaluating the total compensation of our named executive officers for 2025, our compensation committee, using information provided by Alpine, established a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria: • companies whose location, strategic focus, number of employees, development stage and market capitalization are similar, though not necessarily identical, to ours; • companies with similar executive positions to ours; • companies against which we believe we compete for executive and employee talent; and • public companies generally based in the U.S., whose compensation and financial data are available in proxy statements or through widely available compensation surveys. In September 2024, we reevaluated our then-current peer group to establish an appropriate peer group for 2025. Companies were removed primarily for two reasons: (1) companies that were acquired and therefore were no longer available as peers and (2) companies whose market capitalization was either higher or lower than our preferred range and did not have a compelling business reason to remain peers, such as lead therapeutic focus. We selected additional companies that fit the desired group profile, using factors including market capitalization, revenue, net income, stage of development, therapeutic focus, employee headcount, and geographic region. Based on these criteria, upon review of the analysis prepared by Alpine, our peer group for 2025, as approved by our compensation committee, was comprised of the following 20 companies:
Defining and Comparing Compensation to Market Benchmarks
| Allogene Therapeutics, Inc. | IDEAYA Biosciences, Inc. | Rocket Pharmaceuticals, Inc. | | Arrowhead Pharmaceuticals, Inc. | ImmunityBio, Inc. | Sana Biotechnology, Inc. | | Beam Therapeutics Inc. | Immunovant, Inc. | Vaxcyte, Inc. | | BridgeBio Pharma, Inc. | Iovance Biotherapeutics, Inc. | Verve Therapeutics, Inc. | | CRISPR Therapeutics AG | Madrigal Pharmaceuticals, Inc. | Vir Biotechnology, Inc. | | Denali Therapeutics Inc. | Prime Medicine, Inc. | Xencor, Inc. | | Editas Medicine, Inc. | Relay Therapeutics, Inc. | |
Defining and Comparing Compensation to Market Benchmarks
We believe that the compensation practices of our 2025 peer group provided us with appropriate compensation data for evaluating the competitiveness of the compensation of our named executive officers during 2025. Notwithstanding any potential similarities with the 2025 peer group, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater equity compensation potential. Our compensation committee and board of directors generally target guidelines for compensation for our executive officers at approximately the midpoint of our peer group and long-term incentive compensation at approximately the 50th percentile of our peer group. Although the compensation committee and the board of directors target compensation per the above, they also consider other criteria, including market factors, the experience level of the executive and the executive’s performance against established Company goals, in determining variations to this general target range.
2025 Base Salary
2025 Base Salary We provide base salaries to our named executive officers to compensate them with a fair and competitive base level of compensation for services rendered during the year. Prior to making its decision, our compensation committee typically reviews and discusses management’s proposed compensation with the chief executive officer for all executives other than the chief executive officer, taking into account market data for the relevant peer group. Effective January 1, 2025, as part of our annual review, our compensation committee approved merit increases in base salary for each of our then-serving named executive officers based on their overall performance, the growth of our Company and to maintain competitive cash compensation levels compared to our peer group. The table below sets forth the 2025 base salary, 2024 base salary and the adjustments to base salary for each of our named executive officers for 2025:
2025 Annual Cash Incentive Program
2025 Annual Cash Incentive Program Our compensation committee aims to determine an appropriate mix of cash payments and equity incentive awards to incentivize each executive to meet short- and long-term goals and objectives. In December 2024, our compensation committee and board approved specific goals and weightings related to each of the four corporate goal categories described below and, in February 2025, our compensation committee approved the annual performance-based cash incentive program for 2025, including the opportunity for eligible participants to earn incentive awards above established bonus targets based on the Company’s performance against 2025 corporate goals and individual performance towards corporate goals. The table below shows the target award under the annual performance-based cash incentive program as a percentage of each named executive officer’s annual base salary in 2025, the target cash award opportunity in dollars for 2025 and the actual cash bonus payments to our named executive officers for 2025 performance, which were paid in March 2026, as well as the actual bonus payment as a percentage of the target award opportunity. The details regarding the determination of these cash bonus awards are discussed below.
2025 Annual Cash Incentive Program
| Name | 2025 Target Cash Incentive Award (% of 2025 Base Salary) | 2025 Target Cash Incentive Award Opportunity ($) | 2025 Actual Cash Incentive Award Payment ($) | 2025 Actual Cash Incentive Award Payment (% of 2025 Target Cash Incentive Award Opportunity) | | John M. Leonard, M.D. | 65% | 460,200 | 529,230 | 115.0% | | Edward J. Dulac III | 40% | 210,400 | 270,996 | 128.8% | | James Basta, J.D. | 40% | 197,600 | 227,240 | 115.0% | | David Lebwohl, M.D. | 40% | 214,400 | 234,232 | 109.25% | | Birgit Schultes, Ph.D. | 40% | 190,000 | 207,575 | 109.25% |
2025 Annual Cash Incentive Program
Under the 2025 annual performance-based cash incentive program, awards were determined by the following formula:
2025 Annual Cash Incentive Program
| Base SalaryX | Target Bonus PercentageX | Start Date Proration (if any)X | Individual AchievementX | Corporate Achievement | = | Annual Performance-Based Cash Bonus Earned |
2025 Annual Cash Incentive Program
Dr. Leonard’s 2025 bonus was based on his leadership of the Company and execution with regard to the achievement of its corporate goals for the year. Messrs. Dulac and Basta, and Drs. Lebwohl and Schultes’ individual performance toward corporate goals relevant to their functions in 2025 was considered in determining their overall performance and final award. The compensation committee assesses the individual performance of each named executive officer, other than the CEO, by considering the performance relative to the executive officer’s functional attainments and impact on corporate goals, as well as other factors related to each executive’s conformance with the Company’s core values and policies and the expected competencies and skills for the executive’s job. In making its determination regarding awards under the 2025 annual performance-based cash incentive program, our compensation committee considered our success against our 2025 corporate goals approved by our board of directors in December 2024. The approved 2025 corporate goals were assigned the following relative weightings for each category:
2025 Annual Cash Incentive Program
| 2025 Corporate Goal Categories | Relative Weighting | | Develop CRISPR-Based Medicines | 65% | | Advance our Science | 10% | | Build for Long-Term Sustainability | 20% | | Be the Best Place to Make Therapies | 5% |
2025 Annual Cash Incentive Program
The board of directors and compensation committee determined that overall, for 2025, the Company achieved 115% of the established corporate goals. This determination was based on the Company’s achievement of its 2025 corporate goals, including overachievement, or “stretch,” goals, particularly achieving full enrollment of HAELO ahead of schedule and substantial advancement of MAGNITUDE enrollment. In addition, the board of directors and compensation committee considered other factors, including the impact of the clinical holds that the FDA placed on the MAGNITUDE and MAGNITUDE-2 Phase 3 trials in October 2025. Specific 2025 achievements that the board of directors and the compensation committee reviewed to support the actual cash bonus payments set forth above included the following:
Long-Term Incentives
Long-Term Incentives Our long-term incentive program is designed to: • reward demonstrated leadership and performance; • align our named executive officers’ interests with those of our stockholders; • retain our named executive officers; • maintain competitive levels of executive compensation; • motivate our named executive officers for outstanding future performance; and • provide meaningful compensation aligned with stockholder interests while preserving cash to fund operations. The market for qualified and talented executives in the biopharmaceutical and gene editing industry is highly competitive and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer. We typically grant equity to each of our executive officers upon commencement of employment, annually in conjunction with our review of individual and corporate performance, or, at other times throughout the year, in connection with a promotion, significant change of responsibilities or as a special incentive. All equity awards to our executive officers are reviewed and approved by our compensation committee or, in the case of awards to our president and chief executive officer, by the board of directors. Equity awards may vary among our executive officers based on their functional responsibilities and annual performance assessments. In addition, our compensation committee reviews all components of an executive’s compensation to ensure that his or her total compensation is consistent with our overall philosophy and objectives. In 2025 the compensation committee continued to incorporate awards in the form of stock options, time-based restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”) to our named executive officers and other senior executives of the Company. Annual equity compensation awards were delivered to named executive officers in the form of 40% stock options, 40% RSUs and 20% PSUs. The PSUs have the potential to vest after a period of three years and the number of shares earned will depend on the Company’s TSR, a market condition, over that period relative to a defined group of biotechnology companies (the “market-based PSUs”). Note that the mix of equity shown in the Summary Compensation Table and the Grants of Plan-Based Awards Table differs from the mix described above due to the requirement to calculate the grant date fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”) in those tables, which, for PSUs, takes into account the probable outcome of the performance metrics and is calculated using a Monte Carlo valuation. The compensation committee structured the mix of equity vehicles and the relative weight assigned to each type of award to motivate stock price appreciation over the long-term through stock options, which deliver value only if the stock price increases, and to reduce the dilutive effect of equity awards while ensuring some amount of value delivery through RSUs. Additionally, the compensation committee granted market-based PSUs, which vest only if certain relative TSR metrics are achieved. The compensation committee felt it was appropriate to incorporate market-based PSUs again in 2025 to further align the interests of our named executive officers with those of our stockholders over the long-term. However, the market-based PSUs were assigned a lower weight than stock options and RSUs as they are not prevalent in the pre-commercial biotechnology market. Further, the compensation committee believes that stock options have an inherent performance orientation, only creating intrinsic value when the stock price increases. In February 2025, the compensation committee (or, in the case of Dr. Leonard, the board of directors) approved a grant, effective March 1, 2025, of time-based stock options, time-based RSUs and market-based PSUs to each of our named executive officers who were then serving as executive officers in recognition of achievements and performance during 2024 and for expected continued contributions. All of the March 1, 2025 awards have a vesting commencement date of January 1, 2025. All stock options granted by the Company, including those made to our executives, have exercise prices equal to the fair market value of our common stock on the date of grant, so that the recipient will not recognize any value from his or her stock options unless our share price increases above the exercise price. Accordingly, this portion of our executive officers’ compensation is at risk and is directly aligned with stockholder value creation. Vesting generally ceases upon termination of service to the Company, except as provided in our retirement policy for equity awards. Generally, the stock options we grant to our employees have a ten-year term and stock option exercise rights typically cease three months following termination of service, except (i) in the case of death or disability, (ii) pursuant to our retirement policy, or (iii) if otherwise modified pursuant to an agreement approved by the compensation committee or the board of directors as described in the “Benefits and Other Compensation” section below. Annual stock option awards granted to our executive officers in 2025, including our named executive officers, as detailed below, vest over three years, with 33% of the shares vesting on the first anniversary of the vesting commencement date, and then, as to the remainder, monthly thereafter in substantially equal installments until the third anniversary of the vesting commencement date. All RSUs granted in 2025 to our named executive officers vest over three years in substantially equal annual installments. Vesting generally ceases upon termination of service with the Company, except as provided in our retirement policy for equity awards. All market-based PSUs granted in 2025 to our named executive officers have a performance period of three years, i.e., January 1, 2025 to December 31, 2027, and the number of shares that are actually earned and vest will depend on the Company’s TSR compared to the average TSR of the companies that comprise the Nasdaq Biotechnology Index according to a sliding scale below.
Long-Term Incentives
| Comparison of Company Common Stock against Nasdaq Biotechnology Index | Award Vesting | | 90th percentile + | 200% | | 75th percentile | 150% | | 50th percentile | 100% | | 30th percentile | 50% | | < 30th percentile | None |
Long-Term Incentives
Prior to the exercise of an option or vesting of an RSU or PSU, the option, RSU or PSU holder does not have any rights as a stockholder with respect to the shares subject to such option, RSU or PSU, including voting rights or the right to receive dividends or dividend equivalents.
Annual Awards to Named Executive Officers
Annual Awards to Named Executive Officers The following table sets forth the number of shares subject to, and grant date fair value of, time-based stock options and time-based RSUs granted as annual awards to our named executive officers in 2025 as well as the target number of shares subject to, and grant date fair value of, market-based PSUs granted as annual awards to our NEOs in 2025:
Annual Awards to Named Executive Officers
| Name | Grant Date | Option Award (# Shares) | Option Award Grant Date Fair Value ($) | RSU Award (# Shares) | RSU Award Grant Date Fair Value ($) | Market-Based PSU Award (# Shares) | Market-Based PSU Award Grant Date Fair Value ($) | | John M. Leonard, M.D. | 3/1/2025 | 196,000 | 1,356,320 | 136,000 | 1,372,240 | 68,000 | 1,071,680 | | Edward J. Dulac III | 3/1/2025 | 67,429 | 466,609 | 47,200 | 476,248 | 23,600 | 371,936 | | James Basta, J.D. | 3/1/2025 | 57,143 | 395,430 | 40,000 | 403,600 | 20,000 | 315,200 | | David Lebwohl, M.D. | 3/1/2025 | 61,714 | 427,061 | 43,200 | 435,888 | 21,600 | 340,416 | | Birgit Schultes, Ph.D. | 3/1/2025 | 53,714 | 371,701 | 37,600 | 379,384 | 18,800 | 296,288 |
Benefits and Other Compensation
Benefits and Other Compensation Other compensation to our executives consists primarily of the broad-based benefits we offer to all regular full-time employees, including medical, dental and vision insurance, medical and dependent care flexible spending accounts, group life and disability insurance, an employee stock purchase plan and a 401(k) plan. Named executive officers are eligible to participate in all our employee benefit plans, in each case on the same basis as other employees. Pursuant to our employee stock purchase plan, employees, including our named executive officers, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code (the “Code”). The purpose of the employee stock purchase plan is to encourage our employees, including our named executive officers, to become our stockholders or enhance their ownership and better align their interests with those of our other stockholders. Our tax-qualified 401(k) plan provides eligible employees with an opportunity to save for retirement on a tax-advantaged deferred basis or as Roth deferrals. All eligible and participating employees receive a 401(k)-match competitive with other companies in our industry. All participants’ interests in their deferred contributions and associated Company match are 100% vested when deposited. All contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to each participant’s directions. The retirement plan is intended to qualify under Section 401(a) of the Code. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. We currently, and may in the future, provide perquisites to our named executive officers in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes. In certain circumstances, we may offer sign-on bonuses in order to recruit executive officers. Our named executive officers are entitled, upon a qualifying termination and subject to signing a separation agreement that includes a release, to certain severance and/or change in control protections pursuant to their employment agreements. See below for a chart detailing the general terms of these protections.
Benefits and Other Compensation
| Executive Benefits and Payment upon Termination | Termination by Company without Cause or Voluntary Resignation for Good Reason Not in Connection with a Change in Control | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months, Following a Change in Control (“Double Trigger”) | | John M. Leonard, M.D. | | | | Cash Severance | 12 months of base salary continuation | Lump sum equal to 2x the sum of base salary + target bonus | | Acceleration of Equity Awards | Outstanding awards that would have vested in the following 12 months | 100% of outstanding awards | | Health Care Continuation | 12 months continuation | 18 months continuation | | All other named executive officers | | | | Cash Severance | 9 months of base salary continuation | Lump sum equal to 1.5x the sum of base salary + target bonus | | Acceleration of Equity Awards | Outstanding awards that would have vested in the following 9 months | 100% of outstanding awards (or 50% of outstanding awards if employed for less than 6 months) | | Health Care Continuation | 9 months continuation | 18 months continuation |
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards It is the policy of the board of directors and the compensation committee not to take material, non-public information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is our practice not to time the release of material, nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We generally make awards on pre-determined dates. Typically, annual equity awards to our executive officers are made on the first trading day of the month following approval of such awards, which approval generally occurs at the regularly-scheduled board of directors or compensation committee (as applicable) meeting in February. New hire grants to executive officers are generally effective as of the date of hire. During 2025, we did not grant stock options to any of our named executive officers during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, 10-Q or 8-K that discloses material, nonpublic information.
Taxation of “Parachute” Payments
Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits, and that the Company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth the total compensation awarded to, earned by and paid during the fiscal years indicated for each of our named executive officers.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | John M. Leonard, M.D. | 2025 | 708,000 | 529,230 | 1,356,320 | 2,443,920 | 26,429 | 5,063,899 | | President, Chief Executive Officer | 2024 | 687,000 | 424,223 | 3,706,845 | 10,488,027 | 24,452 | 15,330,547 | | | 2023 | 660,000 | 429,000 | 3,707,043 | 6,829,976 | 31,243 | 11,657,262 | | Edward J. Dulac III | 2025 | 526,000 | 270,996 | 466,609 | 848,184 | 56,716 | 2,168,505 | | Executive Vice President, Chief Financial | 2024 | 228,192 | 303,490(5) | 1,679,022 | 4,460,028 | 24,005 | 6,694,737 | | Officer and Treasurer | | | | | | | | | James Basta, J.D. | 2025 | 494,000 | 227,240 | 395,430 | 718,800 | 11,127 | 1,846,597 | | Executive Vice President, General Counsel | 2024 | 479,000 | 166,185 | 1,057,180 | 3,159,208 | 11,097 | 4,872,670 | | and Corporate Secretary | 2023 | 460,000 | 184,000 | 999,277 | 2,340,966 | 10,548 | 3,994,791 | | David Lebwohl, M.D. | 2025 | 536,000 | 234,232 | 427,061 | 776,304 | 11,127 | 1,984,724 | | Executive Vice President, | 2024 | 520,000 | 201,552 | 1,263,021 | 3,581,737 | 11,097 | 5,577,407 | | Chief Medical Officer | 2023 | 495,000 | 201,960 | 1,249,082 | 2,301,317 | 10,603 | 4,257,962 | | Birgit Schultes, Ph.D. (6) | 2025 | 475,000 | 207,575 | 371,701 | 675,672 | 10,135 | 1,740,083 | | Executive Vice President, | | | | | | | | | Chief Scientific Officer | | | | | | | |
2025 Summary Compensation Table
(1) The 2025 amounts reflect the annual bonus paid in 2026 for performance in 2025, as discussed under the “Compensation Discussion and Analysis” section’s 2025 Annual Cash Incentive Program. (2) The amounts reflect the grant date fair value of time-based stock option awards granted during the applicable year. The grant date fair value was computed in accordance with FASB ASC 718, disregarding the effect of estimated forfeitures related to service-based vesting. See note 12 to the financial statements in our 2025 Annual Report regarding assumptions we made in determining the fair value of option awards. (3) In 2025 and 2023, the amounts reflect the grant date fair value of time-based RSUs and market-based PSUs. In 2024, the amounts reflect the grant date fair value of time-based RSUs, market-based PSUs and a one-time PSU award that is earned based upon achievement of pre-determined clinical milestones with a relative TSR modifier (the “clinical PSUs”). The grant date fair value was computed in accordance with FASB ASC 718, disregarding the effect of estimated forfeitures related to service-based vesting. The grant date fair value of the market-based PSUs reflects the value of the award at the grant date using a Monte Carlo simulation model and assumes maximum achievement of the market conditions. The grant date fair value of the clinical PSUs reported reflects the grant date fair value calculated using a Monte Carlo valuation model and the probable outcome of the performance criteria determined as of the grant date. For the clinical PSUs, the number of shares to be delivered will be determined based upon the achievement of certain performance goals, which can range from 0% to 200%. Following the determination of the achievement of performance criteria, the amount of shares awarded will be subject to adjustment based on the application of a TSR modifier, which can range from 75% to 125%. The value of the clinical PSUs granted in 2024 assuming maximum achievement of the performance conditions is $7,750,100 for Dr. Leonard, $2,169,600 for Mr. Dulac, $2,546,460 for Mr. Basta and $2,657,181 for Dr. Lebwohl. See note 12 to the financial statements in our 2025 Annual Report regarding assumptions we made in determining the fair value of stock awards. (4) The amounts reported for 2025 represent (i) insurance premiums paid on behalf of each of the named executive officers, (ii) 401(k) match, (iii) travel expenses related to travel between Dr. Leonard and Mr. Dulac’s home offices and our headquarters in Cambridge, Massachusetts and (iv) commuting/remote office expenses paid on behalf of the named executive officers. Travel expenses for Mr. Dulac include airfare of $19,054 and lodging expenses in Cambridge of $26,814 in connection with travel between his residence in California and the Company’s headquarters while conducting Company business. The amount reported includes a one-time sign-on bonus of $100,000 paid to Mr. Dulac in connection with his commencement of employment, which is subject to full and partial repayment in the event that Mr. Dulac’s employment with the Company is terminated by Mr. Dulac without good reason, as defined in his employment agreement, or by the Company for cause, as defined in his employment agreement, prior to the second anniversary of Mr. Dulac’s employment as outlined in his employment agreement. Dr. Schultes was appointed as executive vice president, chief scientific officer effective January 13, 2025.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows information regarding grants of plan-based awards during the fiscal year ended December 31, 2025 to the Company’s named executive officers.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/share)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | John M. Leonard, M.D. | 3/1/2025 | — | — | — | — | 196,000 | 10.09 | 1,356,320 | | | 3/1/2025 | — | — | — | 136,000 | — | — | 1,372,240 | | | 3/1/2025(1) | 34,000 | 68,000 | 136,000 | — | — | — | 1,071,680 | | Edward J. Dulac III | 3/1/2025 | — | — | — | — | 67,429 | 10.09 | 466,609 | | | 3/1/2025 | — | — | — | 47,200 | — | — | 476,248 | | | 3/1/2025(1) | 11,800 | 23,600 | 47,200 | — | — | — | 371,936 | | James Basta, J.D. | 3/1/2025 | — | — | — | — | 57,143 | 10.09 | 395,430 | | | 3/1/2025 | — | — | — | 40,000 | — | — | 403,600 | | | 3/1/2025(1) | 10,000 | 20,000 | 40,000 | — | — | — | 315,200 | | David Lebwohl, M.D. | 3/1/2025 | — | — | — | — | 61,714 | 10.09 | 427,061 | | | 3/1/2025 | — | — | — | 43,200 | — | — | 435,888 | | | 3/1/2025(1) | 10,800 | 21,600 | 43,200 | — | — | — | 340,416 | | Birgit Schultes, Ph.D. | 3/1/2025 | — | — | — | — | 53,714 | 10.09 | 371,701 | | | 3/1/2025 | — | — | — | 37,600 | — | — | 379,384 | | | 3/1/2025(1) | 9,400 | 18,800 | 37,600 | — | — | — | 296,288 |
Grants of Plan-Based Awards
(1) Represent the threshold, target and maximum number of market-based PSUs. The number of shares earned will depend on our TSR, a market condition, relative to a defined group of biotechnology companies described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. (2) Represent RSUs subject to time-based vesting established by the compensation committee or the board of directors and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. (3) Represent stock options subject to time-based vesting established by the compensation committee or the board of directors and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. (4) The exercise price of these stock options is equal to the closing price of our common stock on the Nasdaq Global Market on the grant date. Amounts represent the grant date fair value of the awards, calculated in accordance with FASB ASC 718, disregarding the effect of estimated forfeitures related to service-based vesting. For the PSUs, the value reported reflects the value of the award at the grant date and at target, using a Monte Carlo simulation model.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2025. All of the outstanding awards were granted under our Amended and Restated 2015 Stock Option and Incentive Plan (the “2015 Plan”) with the exception of Mr. Dulac’s awards that were granted on July 22, 2024, which were granted under our 2024 Inducement Plan (the “Inducement Plan”).
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($/share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | John M. Leonard, M.D. | 1/6/2017 | 2,003 | — | 13.88 | 1/5/2027 | — | — | — | — | | | 12/12/2017 | 11,515 | — | 18.30 | 12/11/2027 | — | — | — | — | | | 1/25/2018 | 110,000 | — | 22.78 | 1/24/2028 | — | — | — | — | | | 12/18/2018 | 90,000 | — | 14.58 | 12/17/2028 | — | — | — | — | | | 3/2/2020 | 212,501 | — | 13.40 | 3/1/2030 | — | — | — | — | | | 3/3/2021 | 188,363 | — | 57.71 | 3/2/2031 | — | — | — | — | | | 3/1/2022 | 59,941 | — | 79.85 | 2/29/2032 | — | — | — | — | | | 3/1/2023 | 125,057 | 3,574 | 40.75 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 30,346 | 272,811 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 22,759(4) | 204,603 | | | 3/1/2024 | 104,732 | 59,197 | 32.66 | 2/28/2034 | — | — | — | — | | | 3/1/2024 | — | — | — | — | 75,724 | 680,759 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 28,397(4) | 255,289 | | | 3/1/2024 | — | — | — | — | — | — | 107,164(5) | 963,404 | | | 3/1/2025 | — | 196,000 | 10.09 | 2/28/2035 | — | — | — | — | | | 3/1/2025 | — | — | — | — | 136,000 | 1,222,640 | — | — | | | 3/1/2025 | — | — | — | — | — | — | 34,000(4) | 305,660 | | Edward J. Dulac III | 7/22/2024 | 45,182 | 51,037 | 25.33 | 7/21/2034 | — | — | — | — | | | 7/22/2024 | — | — | — | — | 44,216 | 397,502 | — | — | | | 7/22/2024 | — | — | — | — | — | — | 16,581(4) | 149,063 | | | 7/22/2024 | — | — | — | — | — | — | 30,000(5) | 269,700 | | | 3/1/2025 | — | 67,429 | 10.09 | 2/28/2035 | — | — | — | — | | | 3/1/2025 | — | — | — | — | 47,200 | 424,328 | — | — | | | 3/1/2025 | — | — | — | — | — | — | 11,800(4) | 106,082 | | James Basta, J.D. | 7/1/2021 | 130,000 | — | 171.65 | 6/30/2031 | — | — | — | — | | | 3/1/2022 | 14,109 | — | 79.85 | 2/29/2032 | — | — | — | — | | | 3/1/2023 | 33,710 | 964 | 40.75 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 12,271 | 110,316 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 6,135(4) | 55,154 | | | 3/1/2024 | 29,869 | 16,883 | 32.66 | 2/28/2034 | — | — | — | — | | | 3/1/2024 | — | — | — | — | 21,596 | 194,148 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 8,099(4) | 72,810 | | | 3/1/2024 | — | — | — | — | — | — | 35,211(5) | 316,547 | | | 3/1/2025 | — | 57,143 | 10.09 | 2/28/2035 | — | — | — | — | | | 3/1/2025 | — | — | — | — | 40,000 | 359,600 | — | — | | | 3/1/2025 | — | — | — | — | — | — | 10,000(4) | 89,900 | | David Lebwohl, M.D. | 5/1/2020 | 180,077 | — | 12.62 | 4/30/2030 | — | — | — | — | | | 3/3/2021 | 76,500 | — | 57.71 | 3/2/2031 | — | — | — | — | | | 3/1/2022 | 20,203 | — | 79.85 | 2/29/2032 | — | — | — | — | | | 3/1/2023 | 42,138 | 1,204 | 40.75 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 10,226 | 91,932 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 7,669(4) | 68,944 | | | 3/1/2024 | 35,684 | 20,171 | 32.66 | 2/28/2034 | — | — | — | — | | | 3/1/2024 | — | — | — | — | 25,801 | 231,951 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 9,675(4) | 86,978 | | | 3/1/2024 | — | — | — | — | — | — | 36,742(5) | 330,311 | | | 3/1/2025 | — | 61,714 | 10.09 | 2/28/2035 | — | — | — | — | | | 3/1/2025 | — | — | — | — | 43,200 | 388,368 | — | — | | | 3/1/2025 | — | — | — | — | — | — | 10,800(4) | 97,092 | | Birgit Schultes, Ph.D. | 10/2/2017 | 40,000 | — | 27.33 | 10/1/2027 | — | — | — | — | | | 12/12/2017 | 20,000 | — | 18.30 | 12/11/2027 | — | — | — | — | | | 12/18/2018 | 10,625 | — | 14.58 | 12/17/2028 | — | — | — | — | | | 3/2/2020 | 30,000 | — | 13.40 | 3/1/2030 | — | — | — | — | | | 3/3/2021 | 20,600 | — | 57.71 | 3/2/2031 | — | — | — | — | | | 10/1/2021 | 3,500 | — | 134.06 | 9/30/2031 | — | — | — | — | | | 3/1/2023 | 24,271 | 694 | 40.75 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 5,890 | 52,951 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 4,417(4) | 39,709 | | | 3/1/2024 | 20,326 | 11,490 | 32.66 | 2/28/2034 | — | — | — | — | | | 3/1/2024 | — | — | — | — | 14,697 | 132,126 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 5,511(4) | 49,544 | | | 3/1/2024 | — | — | — | — | — | — | 15,309(5) | 137,628 | | | 3/1/2025 | — | 53,714 | 10.09 | 2/28/2035 | — | — | — | — | | | 3/1/2025 | — | — | — | — | 37,600 | 338,024 | — | — | | | 3/1/2025 | — | — | — | — | — | — | 9,400(4) | 84,506 |
Outstanding Equity Awards at Fiscal Year-End
Time-based stock options granted through January 2022 vest over four years, with 25% of the shares generally vesting on the first anniversary of the date of grant or the vesting commencement date, as applicable, and the remainder vesting in 36 substantially equal monthly installments over the following three years. Time-based stock options granted on March 1, 2022, March 1, 2023, March 1, 2024, July 22, 2024 and March 1, 2025 vest over three years, with 33% of the shares vesting on the first anniversary of the vesting commencement date, and the remainder vesting in 24 substantially equal monthly installments over the following two years. Options granted on March 2, 2020, March 3, 2021, March 1, 2022, March 1, 2023, March 1, 2024 and March 1, 2025 have vesting commencement dates of January 1, 2020, January 1, 2021, January 1, 2022, January 1, 2023, January 1, 2024 and January 1, 2025, respectively. Options granted on May 1, 2020, July 1, 2021 and July 22, 2024 have vesting commencement dates of April 30, 2020, June 23, 2021 and July 22, 2024, respectively. Represents shares underlying time-based RSUs. RSUs granted on March 3, 2021 vested as to 25% of the shares underlying the award on January 1, 2022, with the remainder vesting in three substantially equal annual installments thereafter. Time-based RSUs granted on March 1, 2022 vest in three substantially equal annual installments beginning on January 1, 2023 with the exception of Mr. Basta’s supplemental RSU award, which vests in three substantially equal annual installments beginning on March 1, 2023. Time-based RSUs granted on March 1, 2023 vest in three substantially equal annual installments beginning on January 1, 2024 with the exception of Mr. Basta’s supplemental RSU award, which vests in three substantially equal annual installments beginning on March 1, 2024. Time-based RSUs granted on March 1, 2024 vest in three substantially equal annual installments beginning on January 1, 2025. Time-based RSUs granted on July 22, 2024 vest in three substantially equal annual installments beginning on July 22, 2025. Time-based RSUs granted on March 1, 2025 vest in three substantially equal annual installments beginning on January 1, 2026. (3) Based on a price of $8.99, which was the closing price per share of our common stock as reported by the Nasdaq Global Market on December 31, 2025, the last trading day of 2025. (4) Represents PSUs that can be earned based on the Company’s TSR relative to the TSRs of the companies that comprise the Nasdaq Biotechnology Index over a three-year performance period, with payouts ranging from 0% to 200% of target. The performance period for the PSUs granted on March 1, 2023 is January 1, 2023 to December 31, 2025, the performance period for the PSUs granted on March 1, 2024 is January 1, 2024 to December 31, 2026, and the performance period for the PSUs granted on March 1, 2025 is January 1, 2025 to December 31, 2027. The number of shares included in the table is based upon the threshold level of achievement. (5) Represents PSUs that can be earned based on the achievement of clinical performance milestones, with the shares earned based upon achievement of the clinical milestones subject to adjustment based on the application of a relative TSR modifier, which can increase or decrease the number of shares that are earned and vest by up to 25%. The performance period for these PSUs is January 1, 2024 to December 31, 2026. The number of shares included in the table is based upon the target level of achievement.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth, for each of the named executive officers, information with respect to the exercise of option awards and vesting of stock awards during the year ended December 31, 2025.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | John M. Leonard, M.D. | 58,516 | 154,628 | 89,721 | 1,046,147 | | Edward J. Dulac III | — | — | 22,108 | 298,237 | | James Basta, J.D. | — | — | 29,966 | 337,200 | | David Lebwohl, M.D. | — | — | 30,919 | 360,516 | | Birgit Schultes, Ph.D. | — | — | 21,144 | 247,249 |
Option Exercises and Stock Vested
(1) Value realized on exercise of stock option awards does not represent proceeds from the sale of any common stock acquired upon exercise, but is determined by multiplying the number of shares acquired upon exercise by the difference between the per share exercise price of the option and the closing price of a share of our common stock on the Nasdaq Global Market on the date of exercise. (2) Calculated by multiplying the number of shares of our common stock acquired upon vesting by the closing market price of our common stock on the vesting date.
Estimated Payment and Benefits Upon Termination, Retirement or Change of Control
| Executive Benefits and Payment upon Termination | Termination by Company without Cause or Voluntary Resignation for Good Reason Not in Connection with a Change in Control ($) | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) | Termination upon Retirement One Year after Notice Date ($) | | John M. Leonard, M.D. | | | | | Cash Severance | 708,000(1) | 2,336,400(2) | 460,200(7) | | Acceleration of Equity Awards (6) | 1,020,734(3) | 4,670,710(4) | 2,176,209(8) | | Health Care Continuation | —(5) | —(5) | — | | Total | 1,728,734 | 7,007,110 | 2,636,409 |
Estimated Payment and Benefits Upon Termination, Retirement or Change of Control
| Executive Benefits and Payment upon Termination | Termination by Company without Cause or Voluntary Resignation for Good Reason Not in Connection with a Change in Control ($) | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) | Termination upon Retirement One Year after Notice Date ($) | | Edward J. Dulac III | | | | | Cash Severance | 394,500(1) | 1,104,600(2) | — | | Acceleration of Equity Awards (7) | 340,191(3) | 1,601,820(4) | — | | Health Care Continuation | 18,473(5) | 36,946(6) | — | | Total | 753,164 | 2,743,366 | — | | James Basta, J.D. | | | | | Cash Severance | 370,500(1) | 1,037,400(2) | — | | Acceleration of Equity Awards (7) | 327,254(3) | 1,416,321(4) | — | | Health Care Continuation | 18,652(5) | 37,304(6) | — | | Total | 716,406 | 2,491,025 | — | | David Lebwohl, M.D. | | | | | Cash Severance | 402,000(1) | 1,125,600(2) | 214,400(8) | | Acceleration of Equity Awards (7) | 337,359(3) | 1,548,581(4) | 712,251(9) | | Health Care Continuation | 12,870(5) | 25,741(6) | — | | Total | 752,229 | 2,699,922 | 926,651 | | Birgit Schultes, Ph.D. | | | | | Cash Severance | 356,250(1) | 997,500(2) | 190,000(8) | | Acceleration of Equity Awards (7) | 231,681(3) | 1,008,246(4) | 523,101(9) | | Health Care Continuation | 12,870(5) | 25,741(6) | — | | Total | 600,801 | 2,031,487 | 713,101 |
CEO Pay Ratio
CEO Pay Ratio Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of each of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are benchmarked and are generally set to be market-competitive in the country in which the jobs are performed. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our chief executive officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. We identified the median employee using our employee population on December 31, 2025 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). We identified the median employee by looking at annual salary plus 2025 bonus earned, the fair market value of equity grants, life and disability insurance, and the estimated value of 401(k) match (whether vested or not) as of December 31, 2025. We did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis. In identifying the median employee, we did not make any cost-of-living adjustments. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee’s compensation as calculated using Summary Compensation Table requirements was $301,044. Our chief executive officer’s compensation as reported in the Summary Compensation Table was $5,063,899. Therefore, our CEO Pay Ratio is approximately 17:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the compensation committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and the average compensation actually paid to our other NEOs, as calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis”. For the year ended December 31, 2025, we did not use any financial performance measures other than those presented in the Pay Versus Performance table below to link Company performance to compensation actually paid, as calculated in accordance with Item 402(v) of Regulation S-K.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Year | Summary Compensation Table (“SCT”) Total for PEO ($) | Compensation Actually Paid to PEO (1) ($) | Average SCT Total for Non-PEO NEOs (2) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Total Stockholder Return (3) ($) | Peer Group Total Stockholder Return (4) ($) | Net Income (Loss) (5) ($) | | 2025 | 5,063,899 | 3,244,803 | 1,934,977(6) | 1,395,212 | 16.53 | 187.14 | (412,694,000) | | 2024 | 15,330,547 | 353,494 | 4,740,007(7) | 335,175 | 21.43 | 154.48 | (519,021,000) | | 2023 | 11,657,262 | 8,316,344 | 4,064,420(8) | 2,913,578 | 56.05 | 119.22 | (481,192,000) | | 2022 | 10,096,590 | (14,067,443) | 3,915,019(9) | (4,877,868) | 64.14 | 82.43 | (474,186,000) | | 2021 | 9,773,560 | 37,776,157 | 6,992,904(8) | 16,098,087 | 217.35 | 122.18 | (267,892,000) |
Pay Versus Performance Table
(1) The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. Dr. Leonard was our PEO for all years presented. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table to calculate compensation actually paid:
Pay Versus Performance Table
| Year | SCT Total for PEO ($) | SCT Value of Equity Awards ($) (a) | Equity Award Adjustments ($) (b) | Compensation Actually Paid to PEO ($) | | 2025 | 5,063,899 | (3,800,240) | 1,981,144 | 3,244,803 |
Pay Versus Performance Table
(a) The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table. (b) The equity award adjustments include the following: (i) the addition of the year-end fair value of any equity awards granted during the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the end of the applicable fiscal year; and (iii) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards. The valuation assumptions used to calculate fair values were updated for the applicable fiscal year and the assumptions for the applicable fiscal year are set forth in the notes to the financial statements in our Annual Report on Form 10-K for the applicable fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted During the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2025 | 3,303,558 | (1,252,171) | (70,243) | 1,981,144 |
Pay Versus Performance Table
(2) The amounts reported represent the average “compensation actually paid” to the NEOs other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 1:
Pay Versus Performance Table
| Year | Average Reported SCT Total for Non-PEO NEOs ($) | Average SCT Value of Equity Awards ($)(a) | Average Equity Award Adjustments ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,934,977 | (1,169,940) | 630,175 | 1,395,212 |
Pay Versus Performance Table
(a) The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year. (b) The equity award adjustments for each fiscal year include the amounts noted in footnote 1(b). The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted During the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2025 | 1,016,752 | (354,108) | (32,469) | 630,175 |
Pay Versus Performance Table
(3) TSR is calculated by taking the difference between the Company’s share price at the end and the beginning of the measurement period and dividing it by the Company’s share price at the beginning of the measurement period. The Company did not issue any dividends during the measurement period. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year. (4) Represents the peer group TSR. The peer group used for this purpose is the Nasdaq Biotechnology Index, a published industry index. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year. (5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable fiscal year. (6) Non-PEO NEOs for 2025 include Mr. Dulac, Mr. Basta, Dr. Lebwohl and Dr. Schultes. (7) Non-PEO NEOs for 2024 include Mr. Dulac, Mr. Basta, Dr. Lebwohl, Dr. Sepp-Lorenzino, Mr. Dube and Mr. Goddard. (8) Non-PEO NEOs for 2023 and 2021 include Mr. Goddard, Mr. Basta, Dr. Lebwohl and Dr. Sepp-Lorenzino. (9) Non-PEO NEOs for 2022 include Mr. Goddard, Mr. Basta, Mr. Hicks, Dr. Lebwohl and Dr. Sepp-Lorenzino.
Compensation Actually Paid and Total Stockholder Return
Compensation Actually Paid and Total Stockholder Return As shown in the graph below, compensation actually paid to our PEO and the average compensation actually paid to the Company’s other NEOs is generally aligned with the Company’s TSR over the five-year period from December 31, 2020 to December 31, 2025, in large part because a significant portion of the compensation actually paid to the Company’s NEOs is in the form of equity awards, the value of which is impacted by stock price changes.
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss) As a clinical-stage company, we did not have any net income during the periods presented and we have not historically considered net income (loss) in evaluating or determining executive compensation. Our net loss increased over the four-year period from 2020 to 2024 and decreased from 2024 to 2025, as presented in the Pay Versus Performance table, whereas compensation actually paid to our named executive officers decreased from 2021 to 2022, increased from 2022 to 2023, decreased from 2023 to 2024 and increased from 2024 to 2025, due in large part to fluctuations in our stock price.
Director Compensation
Director Compensation The table below shows all compensation paid to our non-employee directors during 2025. During 2025, we did not provide any compensation, including cash payments or equity awards, to Dr. Leonard for his service as a director. Compensation paid to Dr. Leonard as an executive officer during 2025 is set forth under “Executive Officer Compensation—2025 Summary Compensation Table.”
Director Compensation
| Name (1) | Fees Earned or Paid in Cash ($) (2) | Option Awards ($) (3) (4) | Stock Awards ($) (3) (4) | Total ($) | | Muna Bhanji, R.Ph. | 70,000 | 65,740 | 66,960 | 202,700 | | William Chase | 72,500 | 65,740 | 66,960 | 205,200 | | Fred Cohen, M.D., D.Phil. | 60,000 | 65,740 | 66,960 | 192,700 | | Brian Goff | 63,740 | 65,740 | 66,960 | 196,440 | | Jesse Goodman, M.D., M.P.H. | 65,000 | 65,740 | 66,960 | 197,700 | | Georgia Keresty, Ph.D., M.P.H. | 67,500 | 65,740 | 66,960 | 200,200 | | Frank Verwiel, M.D. | 100,000 | 65,740 | 66,960 | 232,700 |
Director Compensation
(1) The aggregate number of shares of our common stock underlying stock options and RSUs held by the non-employee members of the board of directors as of December 31, 2025 were: Ms. Bhanji 44,118 shares underlying stock options and 8,000 RSUs; Mr. Chase 40,343 shares underlying stock options and 9,748 RSUs; Dr. Cohen 96,508 shares underlying stock options and 8,000 RSUs; Mr. Goff 33,747 shares underlying stock options and 15,705 RSUs; Dr. Goodman 116,508 shares underlying stock options and 8,000 RSUs; Dr. Keresty 47,415 shares underlying stock options and 8,000 RSUs; and Dr. Verwiel 135,508 shares underlying stock options and 8,000 RSUs. (2) Amounts represent cash compensation for services rendered by each member of the board of directors in 2025. In June 2025, each of Ms. Bhanji, Mr. Chase, Dr. Cohen, Mr. Goff, Dr. Goodman, Dr. Keresty and Dr. Verwiel was granted an option to purchase 11,450 shares of common stock and 8,000 RSUs. Amounts shown reflect the grant date fair value of option and RSU awards granted during 2025. The grant date fair value was computed in accordance with FASB ASC 718, disregarding the effect of estimated forfeitures related to service-based vesting. See note 12 to the financial statements in our 2025 Annual Report regarding assumptions we made in determining the fair value of option and stock awards. During 2025, we compensated our non-employee directors with a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairperson of the board and of each committee receives a higher retainer for such service. These 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 in 2025 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 are as follows:
Director Compensation
| | Member Annual Fee ($) | Chairperson Additional Annual Fee ($) | | Board of Directors | 45,000 | 35,000 | | Audit Committee | 10,000 | 10,000 | | Compensation and Talent Development Committee | 7,500 | 7,500 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 | | Science and Technology Committee | 7,500 | 7,500 |
Director Compensation
We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings. Non-Employee Director Equity Compensation Our non-employee director equity compensation is intended to enable us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Each non-employee director, upon his or her initial election to our board of directors, is eligible to receive an initial equity award valued at $800,000, with 50% of the value delivered in the form of stock options and 50% delivered in the form of RSUs. Additionally, on the date of our Company’s 2025 Annual Meeting, each non-employee director then in office was eligible for an annual equity award valued at $400,000 pursuant to the 2025 Plan, with 50% of the value delivered in the form of stock options and 50% of the value delivered in the form of RSUs, subject to the maximums described below. Our compensation committee conducted a review of market data relating to our peer companies in 2025 and, based upon this review, did not recommend any changes to the non-employee director cash compensation for 2025, but recommended that the board of directors apply a maximum to the number of shares awarded for initial and annual grants in 2025. The maximums for 2025 were 22,900 shares underlying options and 16,000 RSUs for initial grants and 11,450 shares for underlying options and 8,000 RSUs for annual grants. To be aligned with their director terms, equity awards granted to non-employee directors upon initial election to the board of directors vest over the three years following the grant date, with one third of the shares vesting one year after the date of grant and the remaining portion of the shares vesting thereafter in substantially equal quarterly installments over the next two years, subject to continued service through such date. Equity awards granted to our non-employee directors on the date of each annual meeting vest in full upon the earlier to occur of the first anniversary of the grant date or the date of the next annual meeting of stockholders following the date of grant, subject to continued service as a director through such date. All equity awards issued to our non-employee directors under our director compensation program will become fully vested upon a change in control of our Company. In addition, the form of option agreement gives non-employee directors up to three months and one day following cessation of service as a director to exercise the options, to the extent vested at the date of such cessation, provided that the director has not been removed for cause. The exercise price of options granted to our non-employee directors under our director compensation policy is equal to the fair market value of our common stock on the date of grant.