DEF 14A of Starling Oncology, Inc.
Filed Apr 30, 2026 · FY20250001193125-26-197350
Directors and Nominees
Directors and Nominees The following table and biographical information set forth certain information about Brad Hively, Karen Johnson, Mohit Kaushal, Anne McGeorge, Mark Pacala, Mark Stolper, Kimberly Tzoumakas, and Daniel Virnich. Such information is current as of the record date. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should be nominated to serve on our Board of Directors in light of our business. There is no family relationship between any of our executive officers, directors, or director nominees. Four of the eight director nominees, Brad Hively, Karen Johnson, Mohit Kaushal and Anne McGeorge have each served as a director of the Company since November 12, 2021. Of the remaining four director nominees, Mark Pacala has served as a director of the Company since September 21, 2022, Daniel Virnich has served as a director of the Company since June 13, 2024, Mark Stolper has served as a director of the Company since January 2, 2026, and Kimberly Tzoumakas has served as a director of the Company since February 23, 2026. We were originally incorporated in Delaware on November 19, 2019 as a special purpose acquisition company (f/k/a DFP Healthcare Acquisition Corp.). On November 12, 2021, we consummated our business combination with TOI Parent, Inc. (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated as of June 28, 2021 (the “Merger Agreement”), by and among DFP Healthcare Acquisitions Corp., Orion Merger Sub I, Inc., Orion Merger Sub II, LLC and TOI Parent, Inc. In connection with the closing of the Business Combination, TOI Parent, Inc. (“Legacy TOI”) became our wholly-owned subsidiary, and we changed our name to The Oncology Institute, Inc.
Directors and Nominees
| Name | Age | Position | | Brad Hively | 47 | Vice Chairman of the Board | | Karen Johnson | 65 | Director | | Mohit Kaushal | 47 | Director | | Anne McGeorge | 65 | Chair of the Board | | Mark Pacala | 70 | Director | | Mark Stolper | 54 | Director | | Kimberly Tzoumakas | 58 | Director | | Daniel Virnich | 47 | Director |
Directors and Nominees
Brad Hively has served as a director on our Board since November 2021 and from November 2021 through June 30, 2023, he also served as our Chief Executive Officer. Effective June 30, 2023, Mr. Hively transitioned from serving as our Chief Executive Officer to serving as the Vice Chairman of the Board. Mr. Hively also previously served as a member of the board of directors for Legacy TOI from 2018 until the closing of the Business Combination in November 2021 and as Chief Executive Officer of Legacy TOI from 2019 until the closing of the Business Combination. Prior to joining Legacy TOI, Mr. Hively served as a principal for RLH Equity Partners (“RLH”) from 2016 to 2019 and continues to serve as a Strategic Advisor for RLH. Mr. Hively served as President of Health Essentials, which provided high-touch, value-based care to post-acute and palliative care patients from 2014 to 2016. Prior to Health Essentials, from 2009 to 2014, Mr. Hively served as Senior Vice President of Operations at Heritage Provider Network, one of the largest physician groups in the U.S., and one of the pioneers of value-based care. Mr. Hively also held roles with several leading private equity firms, including TA Associates, General Atlantic, and RLH. He currently serves on the board of various private companies, including Unio Health Partners, Sequel Ortho (f/k/a Ortho Nebraska), Vytal Health Partners and US Neurology Associates, where he serves as Chairman. Mr. Hively holds a B.A. in Business Economics from the University of California, Los Angeles and an MBA from the Stanford University Graduate School of Business. Mr. Hively was selected to serve on the board of directors due to his significant experience managing healthcare companies. Karen M. Johnson has served as a director on our Board since November 2021 upon closing of the Business Combination. Ms. Johnson is CEO of Clever Care Health Plan, a Medicare advantage plan, where she leads the long term strategic business direction and managerial decisions. Prior to her current role, she was the Medicare Officer at Health Net, a Centene Corporation company, where she led the building of business strategies and operations for the Medicare line of business. Prior to that role, Ms. Johnson served as Medicare Regional President for WellCare (acquired by Centene) for Arizona, California, Hawaii, Missouri and Washington from 2016 to 2020. In this role, she oversaw finances, network growth and provider relations, among other duties. Prior to her role at WellCare, Ms. Johnson served as Senior Vice President of Clinical Services at Health Essentials. While in this role, she launched a clinical care model, driven by a home-based supportive care program designed to support high-risk patients and end-of-life care. Prior to her role at Health Essentials, Ms. Johnson was an executive with UnitedHealthcare, where she worked to drive growth in their government sponsored programs. Ms. Johnson earned a Bachelor of Science degree in nursing from the University of Michigan and a Juris Doctorate from Michigan State College of Law. She also holds an Executive Certificate from the Wharton School of Business. She has served on the board of directors for several private organizations, and currently serves on the Board of Clever Care Health Plan, Med Tech Innovator, Bon Secours Mercy Foundation and March of Dimes. She has previously served on the boards of Boys and Girls Clubs of America, ONEgeneration, The YWCA, Planned Parenthood, St. Luke’s Foundation, United Way and the American Diabetes Association. Ms. Johnson was selected to serve on the board of directors due to her extensive experience in operational leadership roles at healthcare services companies. Dr. Mohit Kaushal has served as a director of our Board since March 2020. He has had an extensive career within investing, clinical medicine and public policy. He was a partner in Aberdare Ventures from 2013 to 2014. During his time in the Obama administration, he was a member of the White House Health IT task force; a cross- agency team implementing the technology aspects of the Affordable Care Act and testified to Congress on the application of technology and payment reform to the Medicare population. He also built and led the first dedicated healthcare team at the Federal Communications Commission, where his team initiated collaboration with the Food and Drug Administration (“FDA”) for the regulatory streamlining of converged telecommunications, data analytics and medical devices leading to the release of the mobile medical applications guidance by the FDA. In addition, his team reformed the Rural Healthcare Fund to create the Healthcare Connect Fund, which aligned the funding mechanism with wider healthcare payment policy and technology reform. Dr. Kaushal is a lead investor, board member or advisor to numerous transformational healthcare companies, including Emyria Pty Ltd., a company whose securities are publicly-traded on the Australian Securities Exchange. He is on the board of various private entities, and he previously served on the board of Oak Street Health, a publicly-held network of primary care clinics, from 2016 until it was acquired by CVS Health in 2023. Dr. Kaushal is an emergency room physician, holds an MBA from Stanford Graduate School of Business and an MD with distinction from Imperial College of Science, Technology and Medicine, London. He is an Adjunct Professor at Stanford University with a joint position within the newly created Biomedical Data Science. Dr. Kaushal was selected to serve on the board of directors due to his significant management experience in the healthcare and technology industries. Anne McGeorge has served as a director on our Board since November 2021 and Chair of our Board since August 2025. Ms. McGeorge has over 35 years of experience providing strategic guidance and operational and financial oversight to health care organizations. Ms. McGeorge has served as an adjunct professor at the University of North Carolina’s School of Public Health since August 2005. Ms. McGeorge currently serves on the board of directors and as the chair of the Audit Committee of Dianthus Therapeutics, a publicly held clinical-stage biotechnology company, and from October 2020 to April 2022 served on the board of directors and as the chair of the Audit Committee of SOC Telemed, a publicly held specialty telemedicine company. She also serves on the board of directors and as the chair of the Audit Committee of Nimbus Therapeutics and CitiusTech, both privately held healthcare companies. Before her retirement in July 2017, Ms. McGeorge served as Managing Partner of Grant Thornton LLP’s Health Care Industry Practice from 2006 to July 2017 and as Global Managing Partner for Grant Thornton International’s Health Care Industry Practice from 2015 to July 2017. Ms. McGeorge was formerly a partner at Deloitte LLP and Arthur Andersen LLP. Ms. McGeorge was selected to serve on the board of directors due to her significant finance, accounting, and risk management experience. Mark Pacala has served on our Board since September 2022 and previously served on the board of Legacy TOI from 2018 to 2020. Since 2022, Mr. Pacala has been serving as a Senior Advisor of a number of private equity firms, including Iron Point Partners, New Spring Capital Health, Archimedes Health Investors and Harkness Capital Partners. He also serves on the board of several private portfolio companies in the healthcare industry. Previously, Mr. Pacala held leadership positions in the Marriott Corporation and the Walt Disney Corporation. Mr. Pacala holds a B.A. in Economics from Hamilton College and an MBA from Harvard Business School. Mr. Pacala was selected to serve on the board of directors due to his experience working with and serving as a director of a number of healthcare companies.
Directors and Nominees
Mark Stolper has served on our Board since January 2026. Mr. Stolper has served as Executive Vice President and Chief Financial Officer of RadNet, Inc., a publicly traded operator of medical diagnostic imaging centers, since July 2004. Before joining RadNet, Mr. Stolper had diverse experiences in investment banking, venture capital investing and operations. He has extensive experience as a board member, including other publicly-traded and privately-held board healthcare companies. Mr. Stolper has been a member of the board of directors of Envision Healthcare, a private national medical group, since January 2024 and Rotech Healthcare Inc., a private medical equipment company, since February 2016. Previously, Mr. Stolper served as a member of the board of directors and audit committee of Coherus BioSciences, Inc., a public biopharmaceutical company, from January 2021 to June 2025; a member of the board of directors of Surgalign Holdings, Inc., a public medical technology company, from March 2017 to October 2023; a member of the board of directors and audit committee for On Track Innovations, Ltd., a public payment solutions company, from December 2012 until December 2016; and a member of the board of directors and audit committee for Metropolitan Health Networks, Inc., a public health care service company, from April 2010 until its sale in December 2012. He was also previously a member of the board of directors for a privately held entertainment company providing discount ticketing services and branded event merchandising and was Chairman of the board for a private telemedicine and eHealth provider. Mr. Stolper graduated with a B.A. in Economics from the University of Pennsylvania and a B.S.E. in Finance from the Wharton School. Additionally, Mr. Stolper earned a postgraduate Award in Accounting from the University of California, Los Angeles. Mr. Stolper was selected to serve on the board of directors due to his significant experience in capital markets, fundraising strategies, strategic financial planning and payor strategy. Kimberly Tzoumakas has served on our Board since February 2026. Ms. Tzoumakas has served as the Chief Executive Officer and a member of the board of VytlOne National Pharmacy Services, a privately held pharmacy solutions business, since January 2025. With more than 25 years of strategic and operational leadership experience in the healthcare industry, Ms. Tzoumakas has extensive experience building high performing corporate cultures and driving business transformation and performance. She has provided strategic, transactional and governance advice to health care providers including serving as a board member to public and private companies, including Coherus BioSciences, Inc., a publicly held biopharmaceutical company, from August 2020 to December 2024, SeaSpine, a publicly held medical technology company (which merged with Orthofix in January 2023), from February 2019 to April 2021, and Ob Hospitalist Group, a private OB/GYN hospitalist provider, from October 2021 to December 2024. Ms. Tzoumakas previously served as Chief Executive Officer and a board member of RAYUS Radiology, a leading national provider for advanced diagnostic and interventional radiology services, from March 2021 to December 2024 and as Chief Executive Officer and a board member of 21st Century Oncology, one of the largest integrated cancer care networks in the world, from January 2018 to June 2020. She holds a Juris Doctor Degree from Thomas Cooley Law School and a BBA from Northwood University. Ms. Tzoumakas was selected to serve on the board of directors due to her deep experience in both oncology and pharmacy services. Daniel Virnich has served as our Chief Executive Officer since June 2023, and before that, as our President since March 2022 and our Chief Operating Officer since 2020. Prior to joining the Company, from 2018 to 2019, Dr. Virnich was the market president of DaVita Medical Group, Florida region, a Medicare Advantage at-risk provider group serving over 90,000 Medicare Advantage members with over 1,400 teammates and clinicians. Prior to this role, Dr. Virnich was a Senior Vice President of Operations in the California region with DaVita Medical Group from 2015 to 2018. Dr. Virnich previously served as the Chief Medical Officer of TeamHealth Acute Care Services, working with hospitals and healthcare systems across 26 states. Dr. Virnich holds a BA in Biology from The University of Chicago, an MD from the Pritzker School of Medicine at the University of Chicago where he was elected to Alpha Omega Alpha, and an MBA from Kellogg School of Management at Northwestern University. We believe that due to Dr. Virnich’s demonstrated experience and leadership skills, and because of his current role as our Chief Executive Officer, Dr. Virnich is well positioned to bring key experience and insights into the boardroom and to the daily operations of our Company.
Compensation Committee
| • | making recommendations to our Board of Directors regarding the compensation of our directors; |
Compensation Committee
| • | appointing and overseeing any compensation consultants. |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION Our Named Executive Officers for the year ended December 31, 2025 include Daniel Virnich, our Chief Executive Officer, and Yale Podnos and Robert Carter, our two most highly compensated executive officers other than our current Chief Executive Officer, who were serving as executive officers as of December 31, 2025 (collectively, the “Named Executive Officers”). To date, the compensation packages for our Named Executive Officers primarily consist of base salary, an annual cash incentive bonus, restricted stock unit and stock option awards and health and welfare benefits.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of the Named Executive Officers for the years ended December 31, 2025 and 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation | Total | | Daniel Virnich | 2025 | $475,000 | $212,729 | $1,235,001 | $— | $— | $12,200(5) | $1,934,930 | | | 2024 | $475,000 | $217,051 | $118,316 | $295,791 | $— | $12,200(5) | $1,118,358 | | Yale Podnos | 2025 | $447,000 | $137,625 | $179,080 | $— | $— | $12,200(5) | $775,905 | | | 2024 | $407,000 | $154,564 | $10,448 | $26,120 | $— | $12,200(5) | $610,332 | | Robert Carter | 2025 | $390,000 | $106,930 | $225,000 | $— | $— | $12,200(5) | $734,130 | | | 2024 | $288,750 | $100,950 | $9,287 | $23,217 | $— | $12,200(5) | $434,404 |
Summary Compensation Table
| (1) Amounts reflect annual base salary, as further described below. 2025 bonuses were paid in 2026. |
Summary Compensation Table
| (2) Amounts reflect the aggregate grant date fair value of restricted stock units issued to the Named Executive Officers computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 14 of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026 for a discussion of the relevant assumptions used in calculating these amounts. |
Summary Compensation Table
| (3) Amounts reflect the aggregate grant date fair value of stock options issued to the Named Executive Officers computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 14 of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026 for a discussion of the relevant assumptions used in calculating these amounts. |
Summary Compensation Table
| (4) Amounts reflect annual cash incentives earned by each Named Executive Officer in the applicable year, based on the achievement of pre-established performance goals, as further described below in “—Bonuses.” |
Summary Compensation Table
| (5) Amounts reflect employer matching contributions paid pursuant to our 401(k) plan. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of our Common Stock underlying outstanding equity incentive plan awards for each Named Executive Officer as of December 31, 2025:
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 (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Daniel Virnich | 3/1/2020(1) | 251,603 | — | — | $0.86 | 3/1/2030 | — | — | — | — | | | 3/1/2020(2) | 403,006 | — | — | $0.86 | 3/1/2030 | — | — | — | — | | | 3/21/2022(3) | 213,259 | — | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(4) | — | — | — | $— | — | — | — | — | — | | | 11/17/2022(5) | 152,657 | 50,886 | — | $1.87 | 11/17/2032 | — | — | — | — | | | 11/17/2022(6) | — | — | — | $— | — | 10,026 | $142,760 | — | — | | | 3/17/2023(11) | 143,680 | 143,681 | — | $0.481 | 3/17/2033 | — | — | — | — | | | 3/17/2023(12) | — | — | — | — | — | 57,472 | $409,201 | — | — | | | 5/21/2024(15) | 124,073 | 372,220 | — | $2.00 | 5/21/2034 | — | — | — | — | | | 5/21/2024(16) | — | — | — | — | — | 148,888 | $706,721 | — | — | | | 3/31/2025(17) | — | — | — | — | — | 1,083,334 | $3,856,669 | — | — | | Yale Podnos | 2/19/2020(1) | 54,541 | — | — | $0.86 | 2/19/2030 | — | — | — | — | | | 1/12/2021 | 23,375 | — | — | $0.86 | 1/12/2031 | — | — | — | — | | | 12/2/2019(2) | 68,208 | — | — | $0.86 | 12/2/2029 | — | — | — | — | | | 3/21/2022(3) | 10,984 | — | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(9) | 43,043 | 21,524 | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(11) | — | — | — | $— | — | — | $— | — | — | | | 3/21/2022(10) | — | — | — | $— | — | 4,241 | $15,098 | — | — | | | 11/17/2022(5) | 53,921 | 17,974 | — | $1.87 | 11/17/2032 | — | — | — | — | | | 11/17/2022(6) | — | — | — | $— | — | 3,541 | $12,606 | — | — | | | 3/17/2023(11) | 41,523 | 41,524 | — | $0.481 | 3/17/2033 | — | — | — | — | | | 3/17/2023(12) | — | — | — | $— | — | 16,610 | $59,132 | — | — | | | 5/21/2024(15) | 10,956 | 32,869 | — | $2.00 | 5/21/2034 | — | — | — | — | | | 5/21/2024(16) | — | — | — | — | — | 13,148 | $46,807 | — | — | | | 3/31/2025(17) | — | — | — | — | — | 157,088 | $559,233 | — | — | | Robert Carter | 11/17/2022(5) | 5,060 | 1,687 | — | $1.87 | 11/17/2032 | — | — | — | — | | | 11/17/2022(6) | — | — | — | $— | — | 333 | $1,185 | — | — | | | 3/21/2022(3) | 8,841 | 2,947 | — | $7.09 | 3/21/2032 | — | — | — | — | | | 3/21/2022(4) | — | — | — | $— | — | 581 | $2,068 | — | — | | | 3/17/2023(11) | 15,951 | 15,952 | — | $0.481 | 3/17/2033 | — | — | — | — | | | 3/17/2023(12) | — | — | — | — | — | 6,381 | $22,716 | — | — | | | 5/21/2024(15) | 9,739 | 29,217 | — | $2.00 | 5/21/2034 | — | — | — | — | | | 5/21/2024(16) | — | — | — | — | — | 11,687 | $41,606 | — | — | | | 3/31/2025(17) | — | — | — | — | — | 197,368 | $702,630 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) All of the shares subject to this option grant are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (2) All of the shares subject to this option grant are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (3) All of the shares subject to this option grant are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (4) These restricted stock units (“RSUs”) are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (5) This stock option vests in four equal annual installments on each of the first four anniversaries of November 17, 2022, with all options becoming fully vested on November 17, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) These RSUs vest in four equal annual installments on each of the first four anniversaries of November 17, 2022, with all RSUs becoming fully vested on November 17, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) This stock option vests in four equal annual installments on each of the first four anniversaries of May 19, 2022, with all options becoming fully vested on May 19, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) These RSUs vest in four equal annual installments on each of the first four anniversaries of May 19, 2022, with all RSUs becoming fully vested on May 19, 2026, subject to the executive’s continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) The stock options vest as to 1/3rd of the options granted on the second anniversary of November 12, 2021 (the Vesting Commencement Date), with the remaining options vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all options becoming fully vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (10) Represents RSUs with 1/3rd of the RSUs vesting on the second anniversary of the Vesting Commencement Date, with the remaining RSUs vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all RSUs becoming fully vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (11) The stock options vest in four equal annual installments on each of the first four anniversaries of the Vesting Commencement Date, with all options becoming fully vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (12) These RSUs vest in four equal annual installments on each of the first four anniversaries of March 17, 2023, with all RSUs becoming fully vested on March 24, 2027, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (13) The stock options vest in four equal annual installments on each of the first four anniversaries of November 30, 2023 (the Vesting Commencement Date), with all options becoming fully vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (14) These RSUs vest in four equal annual installments on each of the first four anniversaries of November 30, 2023, with all RSUs becoming fully vested on November 30, 2027, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (15) The stock options vest in four equal annual installments on each of the first four anniversaries of May 21, 2024 (the Vesting Commencement Date), with all options becoming fully vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through each applicable vesting date, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (16) These RSUs vest in four equal annual installments on each of the first four anniversaries of May 21, 2024, with all RSUs becoming fully vested on May 21, 2028, subject to continued service with the Company through each applicable vesting date, subject to continued service with the Company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (17) These RSUs vest in four equal annual installments on each of the first four anniversaries of March 31, 2025, with all RSUs becoming fully vested on March 31, 2029, subject to continued service with the Company through each applicable vesting date, subject to continued service with the Company through each applicable vesting date. |
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 other named executive officers (“NEOs”) and certain financial performance measures of the Company for fiscal years 2025 and 2024. The following table sets forth such information for the covered fiscal years.
Table
| Year (a) | Summary Compensation Table Total for PEO($) (1) (b) | Compensation Actually Paid to PEO($) (2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers($) (3) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers($) (4) (e) | Value of Initial Fixed $100 Investment Based On: | Net Loss ($) (6) (in millions) (h) | | | | | | | Total Shareholder Return ($) (5) (f) | | | 2025 | $1,934,930 | $7,962,221 | $755,018 | $1,609,871 | $174.51 | $60,606 | | 2024 | $1,118,358 | $(510,551) | $522,368 | $(1,181,608) | $15.15 | $64,663 |
Table
| (2) The Compensation Actually Paid to our PEO reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
Table
| (4) The Compensation Actually Paid to our NEOs (excluding our PEO) on average reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
Compensation Actually Paid and Company Total Shareholder Return
Compensation Actually Paid and Company Total Shareholder Return The following graph reflects the relationship between the PEO and average non-PEO NEO “compensation actually paid” (“CAP”) and our cumulative Total Shareholder Return (“TSR”), assuming an initial fixed investment on December 31, 2023 of $100, for the fiscal years ended December 31, 2025 and 2024.
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income The following graph reflects the relationship between the PEO and average non-PEO NEO CAP, and our net loss for the fiscal years ended December 31, 2025 and 2024.
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION We maintain a non-employee director compensation policy that provides for annual retainer fees and long-term equity awards for our non-employee directors. In 2025, each non-employee director received, pro-rated to reflect actual time served as a non-employee director, an annual cash retainer of $75,000 and an annual grant of RSUs in the aggregate dollar amount of $125,000, other than in the case of the Chair whose annual grant was in the aggregate dollar amount of $180,000. Each non-employee director received a single additional grant of RSUs in the aggregate dollar amount of between $105,000 and $130,000, depending on committee service. In addition, a non-employee director serving as the chairperson of the audit, compensation, compliance and nominating and corporate governance committees received additional annual equity retainers payable in RSUs as follows: (i) for the audit committee, $30,000; and (ii) for the remaining committees, $20,000. A non-employee director serving as a member of the audit, compensation, compliance and nominating and corporate governance committees received additional annual equity retainers payable in $15,000 in value of RSUs for audit committee members and $10,000 in value of RSUs for the remaining committees. In each instance, the actual number of shares was determined by dividing the dollar amount by the closing price of our Common Stock on the grant date. In 2025, the RSU awards were made in November 2025, which award will vest on the date of this Annual Meeting, subject to the non-employee director’s continued service to the Company on such date. If a non-employee director is asked to resign or is removed from the Board during the 12 months commencing on or following a change in control of our Company, then all of the non-employee director’s equity awards will vest in full. The following individuals served as non-employee directors of the Company in 2025: Richard Barasch, Brad Hively, Karen Johnson, Mohit Kaushal, Gabriel Ling, Anne McGeorge, Mark Pacala and Mark Stolper. Mr. Barasch resigned from the Board as of August 12, 2025, and Mr. Ling resigned from the Board as of December 1, 2025. The following table sets forth information concerning the compensation for our non-employee directors during the year ended December 31, 2025. In addition to the cash fees and awards of RSUs noted in the table, we also reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of the Board and its committees. The following table summarizes compensation received by our non-employee directors for services rendered during the year ended December 31, 2025.
2025 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Richard Barasch(2) | — | — | — | — | | Brad Hively | 75,000 | $240,000 | — | $315,000 | | Karen Johnson | 75,000 | $275,001 | — | $350,001 | | Mohit Kaushal | 75,000 | $294,999 | — | $369,999 | | Gabriel Ling(3) | 75,000 | $269,999 | — | $344,999 | | Anne McGeorge | 75,000 | $349,998 | — | $424,998 | | Mark Pacala | 75,000 | $265,000 | — | $340,000 |
2025 DIRECTOR COMPENSATION
| (1) Amounts reflect the aggregate grant date fair value of stock awards issued, subject to vesting to the directors computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 14 of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026 for a discussion of the relevant assumptions used in calculating these amounts. |
2025 DIRECTOR COMPENSATION
| (2) Mr. Barasch resigned from the Board effective August 12, 2025. |
2025 DIRECTOR COMPENSATION
| (3) Mr. Ling resigned from the Board effective December 1, 2025. |
2025 DIRECTOR COMPENSATION
The table below shows the aggregate numbers of unvested RSU awards held as of December 31, 2025 by each non-employee director who served in such capacity during the year ended December 31, 2025.
2025 DIRECTOR COMPENSATION
| Name | Unvested Restricted Stock Units Outstanding at Fiscal Year End | | Richard Barasch | 0 | | Brad Hively | 41,667 | | Karen Johnson | 47,840 | | Mohit Kaushal | 50,926 | | Gabriel Ling | 46,296 | | Anne McGeorge | 67,901 | | Mark Pacala | 46,296 |