DEF 14A of Eledon Pharmaceuticals, Inc., Apr 30, 2026

DEF 14A of Eledon Pharmaceuticals, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-197732

Open on EDGAR

  1. Proposal 1—To elect Class III Directors

    Proposal 1—To elect Class III Directors The three nominees receiving the most “FOR” votes will be elected. Votes that are withheld and broker non-votes will have no effect on the outcome of the election.

  2. PROPOSAL 1: ELECTION OF CLASS III DIRECTORS

    PROPOSAL 1: ELECTION OF CLASS III DIRECTORS

  3. General

    General Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. As described in the biographical information below, a number of the members of our Board were associated with Anelixis Therapeutics, Inc. (“Anelixis”) prior to the combination of Eledon and Anelixis in September 2020 (the “Anelixis Transaction”). Set forth below are the names and certain information for each continuing member of the board, including the nominees for election as Class III directors, as of April 20, 2026. The information presented includes each continuing director’s and nominee’s principal occupation and business experience for the past five years, and the names of other public companies of which he or she has served as a director during the past five years. The information presented below regarding the specific experience, qualifications, attributes and skills of each director and nominee led our nominating and corporate governance committee and our Board to conclude that he or she should serve as a director. In addition, we believe that all of our directors and nominees possess the attributes or characteristics described in “—Corporate Governance Matters—Director Nomination Process” that the nominating and corporate governance committee expects of each director. There are no family relationships among any of our directors, nominees for director, or executive officers.

  4. General

    | Name | Age | Position(s) | | Class I Directors —Term expiring at the 2027 Annual Meeting of Stockholders | | | | Steven Perrin, Ph.D. | 61 | President, Chief Scientific Officer, Director | | June Lee, M.D. | 60 | Director | | Class II Director Nominees —Term expiring at the 2028 Annual Meeting of Stockholders | | | | Keith A. Katkin | 54 | Chair of the Board | | Allan D. Kirk, M.D., Ph.D., FACS | 64 | Director | | John S. McBride | 74 | Director | | Class III Directors—Term expiring at the Annual Meeting | | | | David-Alexandre C. Gros, M.D. | 53 | Chief Executive Officer, Director | | Jan Hillson, M.D. | 73 | Director | | James Robinson | 56 | Director |

  5. Biographical Information of Nominees for Class III Directors

    Biographical Information of Nominees for Class III Directors David-Alexandre C. Gros, M.D. has been a member of our Board and the Company’s Chief Executive Officer since September 2020. Dr. Gros served as an advisor to Eledon since May 2020. He joined Eledon from Imbria Pharmaceuticals, Inc. (“Imbria”), a clinical-stage biotechnology company, where he served, from May 2018, as Co-Founder, Chief Executive Officer and member of its board of directors, including as Chairman. Prior to Imbria, Dr. Gros was President and Chief Operating Officer of Neurocrine Biosciences, Inc., Chief Business and Principal Financial Officer of Alnylam Pharmaceuticals, Inc., and Chief Strategy Officer of Sanofi, S.A. Before joining Sanofi, Dr. Gros held leadership positions in healthcare investment banking at Centerview Partners, LLC, and Merrill Lynch, Pierce, Fenner & Smith Inc., and in healthcare consulting at McKinsey & Company. He also held the role of senior advisor at 4D Molecular Therapeutics and Pardes Biosciences. Dr. Gros previously served on the Board of Directors of Eliem Therapeutics, Inc., a biotechnology company that he co-founded. Outside of Eledon, Dr. Gros has served as the Executive Chairman of Saint Jean Groupe, S.A., a leading French manufacturer of pasta products, since June 2025. Dr. Gros earned his Doctor of Medicine from The Johns Hopkins University School of Medicine, a M.B.A. from Harvard Business School, and a B.A. from Dartmouth College. We believe Dr. Gros is qualified to serve on our Board based on his extensive senior leadership experience in the biotechnology industry, his strong scientific background, and his deep knowledge of the Company. Jan Hillson, M.D. has served as a member of our Board since July 2021 and currently serves on our nominating and corporate governance committee and our science and technology committee. Dr. Hillson has served as Chief Medical Officer for Zag Bio, a private company focused on creating thymus-targeted medicines for autoimmune diseases since February 2026 and is a partner at Cascadia Drug Development Group, a company that provides strategic advisory support, planning and tactical oversight of therapeutic development activities, since February 2024. Dr. Hillson previously served as interim Chief Medical Officer of GlycoEra AG, a private company focused on precision degradation of extracellular proteins from February 2024 to January 2026. Dr. Hillson also serves as Senior Clinical Advisor for Climb Bio, a biotechnology company formed following the merger of Tenet Medicines, Inc from February 2024 to January 2026 and Eliem Therapeutics, Inc. Dr. Hillson previously served as Senior Vice President of Clinical Development at Provention Bio, a clinical stage public company focused on debilitating and life-threatening immune-mediated disease from November 2021 to February 2024. From June 2019 to November 2021, Dr. Hillson served as Senior Vice President of Clinical Development at Alpine Immune Sciences, Inc., an immunotherapy company. From December 2016 to June 2019, Dr. Hillson was Senior Vice President of Drug Development for ChemoCentryx, and, before that, served as Vice President of Clinical and Translational Research at Momenta Pharmaceuticals. Earlier in her career, she served in senior roles at ZymoGenetics/Bristol Myers Squibb and Xcyte Therapies. Dr. Hillson also served as a member of the Clinical Faculty at Harvard Medical School (Cambridge Health Alliance), Assistant Professor at the University of Washington, and Division Head at Virginia Mason Medical Center. Dr. Hillson is a licensed rheumatologist and continues to care for patients. She received her MD from Stanford School of Medicine, an MS from the California Institute of Technology, an MS in Marine Chemistry from Scripps Institution of Oceanography, and a B.S. from Michigan State University. We believe Dr. Hillson is qualified to serve on our Board based on her strong scientific background, extensive experience in clinical development, and broad experience in the life sciences industry. James Robinson has served as a member of our Board since October 2023 and currently serves on our audit committee and is Chair of our compensation committee. Mr. Robinson has served as Chief Executive Officer and Director of A2 Biotherapeutics, Inc., a clinical stage private company focused on cell therapy for multiple types of cancer since April 2024. Mr. Robinson previously served as Chief Executive Officer and Director of Urovant Sciences Ltd, (“Urovant Sciences”), a biopharmaceutical company focused on developing therapies for urological conditions, from March 2020 to July 2023, guiding the company through its first product launch, and subsequent acquisition by Sumitomo Dainippon Pharma. From April 2019 to March 2020, Mr. Robinson was President and Chief Operating Officer of Paragon Biosciences LLC, a biotechnology company. From March 2018 to April 2019, Mr. Robinson served as President and Chief Operating Officer of Alkermes plc. Prior to Alkermes plc, Mr. Robinson spent over 12 years at Astellas Pharma, one of the leaders in the field of solid organ transplant, where he served as President of the Americas and was responsible for approximately $4 billion in revenue. Mr. Robinson also serves on the Board of Directors of UroGen Pharma (Nasdaq: URGN) and Petauri Health. He previously served on the Board of Directors for Neos Therapeutics, Applied Genetic Technologies Corp. and Pharmaceutical Research and Manufacturers of America (“PhRMA”), where he served as Chairman of PhRMA’s State Committee. He earned a B.S. in Marketing from DePaul University. We believe Mr. Robinson is well-qualified to serve on our Board based on his extensive senior leadership experience in the life sciences industry and his broad expertise in commercial strategy and operations.

  6. Biographical information concerning the Class I directors whose term of office expires at the 2027 Annual Meeting of Stockholders

    Biographical information concerning the Class I directors whose term of office expires at the 2027 Annual Meeting of Stockholders Steven Perrin, Ph.D. has served as a member of our Board since September 2020, when he joined the Board in connection with the Anelixis Transaction. Dr. Perrin currently serves as our President and Chief Scientific Officer, a position he has held since September 2020. From January 2013 until joining Eledon, Dr. Perrin served as Chief Executive Officer of Anelixis. Dr. Perrin has been Executive Chairman of the ALS Therapy Development Institute since June 2010. Dr. Perrin also served as Chief Scientific Officer for the ALS Therapy Development Institute from January 2007 to August 2018. From November 2001 to December 2006, he served as Associate Director of Molecular Profiling for Biogen, Inc. (formerly Biogen Idec). Dr. Perrin received his B.S. in Biology from Boston College and his PhD in Biochemistry from Boston University School of Medicine. We believe Dr. Perrin is qualified to serve on our Board based on his strong scientific background, his extensive knowledge of the Company and experience within the biotechnology industry. June Lee, M.D. has served as a member of our Board since December 2020 and currently serves on our compensation committee, our nominating and corporate governance committee, and is Chair of our science and technology committee. Dr. Lee co-founded ElevAAte Biotech, a non-profit dedicated to furthering East Asian American leadership of the biotech and pharmaceutical industries and has served on its board since July 2024. Dr. Lee was the founding Chief Executive Officer of Renasant Bio., a biopharmaceutical company, from January 2023 until December 2023 and Chair of its board until November 2024. Dr. Lee was previously a partner at 5AM Ventures, a life sciences venture capital firm, from July 2022 until November 2024. From February 2021 to November 2021, Dr. Lee was founder and Chief Executive Officer at Alumis, Inc. (formerly Esker Therapeutics, Inc.), a precision immunology company. From January 2017 until June 2020, Dr. Lee was Chief Development Officer and Chief Operating Officer of MyoKardia, Inc. (“MyoKardia”), a clinical stage biotechnology company with a focus on precision cardiovascular medicines. At MyoKardia she built and led a world-class development organization culminating in the company’s $13.1 billion acquisition by Bristol Myers Squibb in November 2020. Prior to MyoKardia, from April 2011 to January 2017, Dr. Lee was Professor of Medicine at the University of California, San Francisco (“UCSF”) School of Medicine, where she served as Director of Translational Research and built the Catalyst Program, an internal accelerator at UCSF for early-stage technologies in therapeutics, devices, diagnostics, and digital health. She is also the founding chair of the University of California Drug, Device, Discovery and Development Group. Previously, from March 2004 to April 2011, she was therapeutic area head in early clinical development in cardiovascular, metabolism, respiratory, and infectious diseases at Genentech. Dr. Lee served on the board of CinCor Pharma, Inc., until it was acquired by AstraZeneca in March 2023. Dr. Lee currently serves on the board of Tenya Therapeutics, Inc. (Nasdaq: TNYA), Abivax (Nasdaq: ABVX), and GenEdit, serves on Johns Hopkins University Center for Therapeutic Translation’s Advisory Board, and on the Scientific Advisory Board for Foresite Labs. Dr. Lee earned a B.S. in Chemistry at the Johns Hopkins University, an M.D. at the School of Medicine at University of California, Davis, and her clinical training in internal medicine and pulmonary & critical care at University of California, Los Angeles (“UCLA”) and UCSF. We believe Dr. Lee is qualified to serve on our Board based on her extensive senior leadership experience in the biotechnology industry and her strong scientific background.

  7. Biographical information concerning the Class II directors whose term of office expires at the 2028 Annual Meeting of Stockholders

    Biographical information concerning the Class II directors whose term of office expires at the 2028 Annual Meeting of Stockholders Keith A. Katkin has been a member and the Chair of our Board since May 2017 and currently serves as the Chair of our nominating and corporate governance committee. Mr. Katkin joined Eledon when it acquired Otic Pharma, Ltd in May 2017. Mr. Katkin served as the Principal Executive Officer and as a member of the Board of Directors of Urovant Sciences, a biopharmaceutical company focused on developing therapies for urological conditions, from September 2017 until March 2020. Mr. Katkin served as the President and Chief Executive Officer of Avanir Pharmaceuticals, Inc. (“Avanir”), a publicly traded biopharmaceutical company, from 2007 to 2016. Mr. Katkin led the growth and ultimate sale of Avanir to Otsuka Pharmaceutical Co., Ltd. for $3.5 billion. Mr. Katkin joined Avanir in 2005 as Senior Vice President of Sales and Marketing and a member of Avanir’s executive management team. Prior to joining Avanir, Mr. Katkin served as Vice President, Commercial Development for Peninsula Pharmaceuticals, Inc., a privately held biopharmaceutical company, playing a key role in the concurrent initial public offering and ultimate sale of the company to Johnson & Johnson. Additionally, Mr. Katkin’s employment experience includes leadership roles at InterMune, Inc., Amgen, Inc. and Abbott Laboratories. Mr. Katkin currently serves on the Board of Directors of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX), Emergent BioSolutions, Inc. (NYSE: EBS) and Ambros Therapeutics as Chairman. Mr. Katkin previously served on the Board of Directors of Rigel Pharmaceuticals Inc. (Nasdaq: RIGL), within the past five years. Mr. Katkin has an M.B.A. from the Anderson School of Business at UCLA and a degree in Accounting from Indiana University. Mr. Katkin is also a certified public accountant. We believe Mr. Katkin is qualified to serve on our Board based on his extensive senior leadership experience at multiple public pharmaceutical companies, along with his broad experience in operations, corporate leadership, strategy and commercialization. Allan D. Kirk, M.D., Ph.D., FACS has been a member of our Board since October 2023 and currently serves on our audit committee and our science and technology committee. Dr. Kirk has served at Duke University since May 2014 as Chair of the Department of Surgery in the School of Medicine where he holds professorships in Surgery, Pediatrics, and Integrative Immunobiology. From 2014 to 2024, he also served as Surgeon-in-Chief for the Duke University Health System. Prior to Duke, Dr. Kirk was Professor of Surgery and Pediatrics at Emory University as well as scientific director of the Emory Transplant Center and vice chair for research of the Emory Department of Surgery. He served in the U.S. Navy Medical Corps reaching the rank of commander and principal investigator at the Naval Medical Research Center and was the inaugural Chief of the Transplantation Branch for the National Institute of Diabetes and Digestive and Kidney Diseases of the National Institutes of Health. Dr. Kirk has served as a principal investigator for multiple clinical trials, including first-in-human experience with numerous novel immunosuppressive agents. Dr. Kirk pioneered the use of co-stimulation pathway blockade to prevent organ rejection in transplant patients with his research focused on understanding transplant rejection and advancing improved therapies for transplant recipients. He has co-authored hundreds of peer-reviewed journal publications. Dr. Kirk is a core faculty member of the Duke Innovation & Entrepreneurship program. He also previously served as Editor-in-Chief for the American Journal of Transplantation. Dr. Kirk earned an M.D. from Duke University School of Medicine, a Ph.D. from Duke University, and a B.S. from Old Dominion University. We believe Dr. Kirk is qualified to serve on our Board based on his extensive scientific background and experience in the life sciences industry. John S. McBride has been a member of our Board since May 2017 and currently serves on our compensation committee and is Chair of our audit committee. Mr. McBride currently serves as President of Alliance Life Science Advisors, Inc. (“Alliance”), a consulting firm focused on assisting life science companies with strategic planning, business development and financing projects. Mr. McBride has been active with the firm during various periods over the last thirteen years. From August 2019 until March 2021, Mr. McBride was Chief Financial Officer of Cadent Therapeutics, Inc., a biotechnology company. Mr. McBride served as our predecessor, Tokai Pharmaceuticals’ (“Tokai”), Chief Operating Officer from February 2014 to May 2017, its Chief Financial Officer from September 2016 to May 2017 and its interim Chief Financial Officer from April 2014 to September 2014. Prior to joining Tokai, Mr. McBride founded and served as President of Alliance, where he was active from March 2012 until February 2014, became active again beginning in June 2017 until August 2019 and again became active in March 2021. Prior to founding Alliance, Mr. McBride was an independent consultant from January 2009 until March 2012. In addition, Mr. McBride previously served as Executive Vice President and Chief Operating Officer of Gloucester Pharmaceuticals, Inc., Global Head of Oncology Licensing at Pharmacia Corporation, Executive Vice President, Business Operations and Chief Financial Officer at CytoTherapeutics, Inc., Vice President, Business Development and Treasurer at Phytera, Inc., Vice President, Commercial Development at Sparta Pharmaceuticals, Inc. and Vice President, Business Development at U.S. Bioscience, Inc. Mr. McBride holds a B.S. in Biochemistry and an M.S. in Chemical Engineering from the University of Wisconsin and an M.B.A from the Wharton School at the University of Pennsylvania. We believe Mr. McBride is qualified to serve on our Board based on his extensive senior leadership experience within the life sciences industry, as well as his broad experience in financial strategy and operations.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  9. 2025 Non-Employee Director Compensation Policy

    2025 Non-Employee Director Compensation Policy Our Board has approved a compensation policy for our non-employee directors that is designed to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Under our non-employee director compensation policy, we pay each of our non-employee directors a cash retainer for service on the Board and for service on each committee on which the director is a member. The Board Chair and the chair of each committee receive an additional retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our Board.

  10. Fiscal Year 2025 Director Compensation Table

    Fiscal Year 2025 Director Compensation Table The compensation provided to our non-employee directors in 2025 is set forth in the table below. The table excludes David-Alexandre C. Gros, M.D., our Chief Executive Officer, and Steven Perrin, Ph.D, our President and Chief Scientific Officer, both of whom served as executive officers in 2025. Neither Dr. Gros nor Dr. Perrin received any compensation for serving as a director in 2025. The following table sets forth information regarding compensation earned by our non-employee directors for the year-ended December 31, 2025:

  11. Fiscal Year 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Stock Awards ($)(1)(3) | Total Compensation ($) | | Keith A. Katkin | 198,750 | 254,316 | 34,643 | 487,709 | | Jan Hillson, M.D. | 59,630 | 101,726 | 13,857 | 175,213 | | Allan D. Kirk, M.D., Ph.D., FACS | 67,560 | 101,726 | 13,857 | 183,143 | | June Lee, M.D. | 76,670 | 101,726 | 13,857 | 192,253 | | John S. McBride | 76,670 | 101,726 | 13,857 | 192,253 | | James Robinson | 73,830 | 101,726 | 13,857 | 189,413 |

  12. Fiscal Year 2025 Director Compensation Table

    (1) The amounts disclosed represent the aggregate grant date fair value of the stock options and restricted stock units granted to our non-employee directors during fiscal 2025 under our 2020 long term incentive plan (the “2020 Plan”), calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation. The assumptions used in calculating the grant date fair value of the stock options and restricted stock units are set forth in Note 10 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that may be realized by the non-employee directors. (2) As of December 31, 2025, each non-employee director held the following number of outstanding and unexercised options: Mr. Katkin 869,360, Dr. Hillson 261,307, Dr. Kirk 181,307, Dr. Lee 261,307, Mr. McBride 288,768 and Mr. Robinson 181,307. As of December 31, 2025, each non-employee director held the following number of outstanding and unvested restricted stock units: Mr. Katkin 8,575, Dr. Hillson 3,430, Dr. Kirk 3,430, Dr. Lee 3,430, Mr. McBride 3,430 and Mr. Robinson 3,430.

  13. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned by our named executive officers during the years ended December 31, 2025 and 2024:

  14. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($)(1) | Option Awards ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | David-Alexandre C. Gros, M.D. | 2025 | 613,196 | 349,522 | 1,963,080 | 268,660 | 21,690 | 3,216,148 | | Chief Executive Officer | 2024 | 582,269 | 464,277 | 4,577,034 | — | 21,390 | 5,644,970 | | Steven Perrin, Ph.D. | 2025 | 484,919 | 284,284 | 795,048 | 109,080 | 22,953 | 1,696,284 | | President and Chief Scientific Officer | 2024 | 455,258 | 306,879 | 3,787,094 | — | 21,990 | 4,571,222 | | Paul Little | 2025 | 479,226 | 215,172 | 572,565 | 303,000 | 22,980 | 1,592,943 | | Chief Financial Officer | 2024 | 459,431 | 242,378 | 2,365,846 | — | 22,680 | 3,090,335 |

  15. Summary Compensation Table

    (1) The amounts reported for 2025 and 2024 represent bonuses earned in 2025 and 2024, and paid in February 2026 and December 2024, respectively, based on the achievement of pre-established performance goals as determined by our Board. (2) These amounts represent the aggregate grant date fair value of awards for 2025 and 2024 computed in accordance with the FASB ASC 718. See Note 10 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of equity grants. (3) These amounts represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted during the indicated fiscal year computed in accordance with ASC 718. The grant date fair value of each equity award is measured based on the closing price of our common stock on the date of grant. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. (4) Represents the value of the company-paid premiums for group term life insurance and 401(k) matching contributions.

  16. Outstanding Equity Awards at Fiscal Year End 2025

    Outstanding Equity Awards at Fiscal Year End 2025 The following table sets forth information regarding outstanding equity awards held by our named executive officers during the year ended of December 31, 2025:

  17. Outstanding Equity Awards at Fiscal Year End 2025

    | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value Shares or Units of Stock That Have Not Vested ($) | | David-Alexandre C. Gros, M.D. | 239,562 | 143,737(1) | 2.30 | 05/01/2033 | — | — | | | 323,409 | 194,045(1) | 2.30 | 05/01/2033 | — | — | | | 634,839 | 380,904(1) | 2.30 | 05/01/2033 | — | — | | | 206,250 | 93,750(2) | 3.08 | 02/01/2033 | — | — | | ; | 147,200 | 6,400(3) | 3.97 | 02/01/2032 | — | — | | | 101,250 | 6,750(4) | 3.97 | 02/01/2032 | — | — | | | — | 600,000(5) | 4.04 | 01/10/2035 | — | — | | | — | — | — | — | 66,500(6) | 268,660 | | Steven Perrin, Ph.D. | 198,217 | 118,930(1) | 2.30 | 05/01/2033 | — | — | | | 267,593 | 160,555(1) | 2.30 | 05/01/2033 | — | — | | | 525,274 | 315,164(1) | 2.30 | 05/01/2033 | — | — | | | 106,563 | 48,437(2) | 3.08 | 02/01/2033 | — | — | | | 145,313 | 9,687(4) | 3.97 | 02/01/2032 | — | — | | | — | 243,000(5) | 4.04 | 01/10/2035 | — | — | | | — | — | — | — | 27,000(6) | 109,080 | | Paul Little | 123,829 | 74,297(1) | 2.30 | 05/01/2033 | — | — | | | 167,169 | 100,301(1) | 2.30 | 05/01/2033 | — | — | | | 328,145 | 196,887(1) | 2.30 | 05/01/2033 | — | — | | | 106,563 | 48,437(2) | 3.08 | 02/01/2033 | — | — | | | 145,313 | 9,687(4) | 3.97 | 02/01/2032 | — | — | | | 160,000 | —(7) | 13.94 | 03/15/2031 | — | — | | | — | 175,000(5) | 4.04 | 01/10/2035 | — | — | | | — | — | — | — | 75,000(6) | 303,000 |

  18. Outstanding Equity Awards at Fiscal Year End 2025

    (1) This option vested as to 25.000% of the shares underlying the option on May 1, 2024 and vests as to an additional 6.250% of the shares underlying the option on the 1st day of each quarter thereafter through May 1, 2027. (2) This option vested as to 25.000% of the shares underlying the option on February 1, 2024 and vests as to an additional 6.250% of the shares underlying the option on the 1st day of each quarter thereafter through February 1, 2027. (3) This option vested as to 25.000% of the shares underlying the option on February 1, 2023 and vests as to an additional 1/48th of the shares underlying the option on the 1st day of each month thereafter through February 1, 2026. (4) This option vested as to 25.000% of the shares underlying the option on February 1, 2023 and vests as to an additional 6.250% of the shares underlying the option on the 1st day of each quarter thereafter through February 1, 2026. (5) This option will vest 25.000% of the shares underlying the option on January 10, 2026 and vests as to an additional 6.250% of the shares underlying the option on the 10th day of each quarter thereafter through January 10, 2029. (6) This restricted stock units will vest 50.000% of the units on January 10, 2027 and vests remaining 50% on January 10, 2028. This option is fully vested.

  19. Pay Versus Performance

    Pay Versus Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“non-PEO NEOs”) and Company performance for the fiscal years listed below. As a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, we have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies, and this executive compensation disclosure is not intended to meet the “Pay Versus Performance” disclosure required for larger reporting companies. The compensation committee did not consider the disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to “Executive Compensation” above. The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers; these amounts reflect the 2025 Summary Compensation Table totals with certain adjustments as described in the following table and footnotes.

  20. Tabular Disclosure of Pay Versus Performance

    Tabular Disclosure of Pay Versus Performance The following table sets forth information regarding the Company’s performance and the “compensation actually paid” (“CAP”) to our named executive officers, as calculated in accordance with SEC disclosure rules:

  21. Tabular Disclosure of Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on:(3) | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for non-PEO NEOs ($)(1) | Average Compensation Actually Paid to non-PEO NEOs ($)(2) | Company Total Shareholder Return ($)(4) | Net Loss ($ in thousands) | | 2025 | 3,216,148 | (315,000) | 1,644,614 | (290,407) | 66.23 | (45,617) | | 2024 | 5,644,970 | 6,794,482 | 3,830,778 | 4,490,302 | 180.70 | (36,184) | | 2023 | 2,553,153 | 404,580 | 1,430,880 | 710,034 | 78.95 | (116,537) |

  22. Tabular Disclosure of Pay Versus Performance

    (1) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the year indicated for Dr. Gros, our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the year indicated for the non-PEO NEOs. The Company’s non-PEO NEOs were Dr. Perrin and Mr. Little for 2025, 2024 and 2023. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the non-PEO NEOs. Compensation Actually Paid reflects the Summary Compensation Table Total with certain adjustments as set forth in the table following this footnote. (3) Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2022.

  23. Tabular Disclosure of Pay Versus Performance

    | Year | Summary Compensation Table Total ($)(1) | (Minus) Fair Value of Awards Granted in Fiscal Year ($)(2) | Plus Fair Value of Outstanding and Unvested Awards Granted in Fiscal Year ($)(3) | (Minus) Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years ($)(4) | Plus Fair Value at Vesting of Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(5) | Plus/(Minus) Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years that Vested During Fiscal Year ($)(6) | (Minus) Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years that Failed to Vest During Fiscal Year ($)(7) | Equals Compensation Actually Paid ($) | | David-Alexandre C. Gros, M.D. | | | | | | | | | | 2025 | 3,216,148 | (2,231,740) | 801,602 | (1,876,938) | — | (224,072) | — | (315,000) | | 2024 | 5,644,970 | (4,577,034) | — | 4,114,758 | — | 1,611,788 | — | 6,794,482 | | 2023 | 2,553,153 | (1,686,802) | 1,058,491 | (1,404,443) | — | (115,819) | — | 404,580 | | Non-PEO named executive officers (Average) | | | | | | | | | | 2025 | 1,644,614 | (889,847) | 321,257 | (1,232,660) | — | (133,771) | — | (290,407) | | 2024 | 3,830,778 | (3,076,470) | — | 2,719,492 | — | 1,016,502 | — | 4,490,302 | | 2023 | 1,430,880 | (802,784) | 531,952 | (419,673) | — | (30,341) | — | 710,034 |

  24. Tabular Disclosure of Pay Versus Performance

    Represents total compensation reported in the Summary Compensation Table for the year indicated. With respect to non-PEO NEOs, amounts shown represent averages. (2) Represents the fair value of the stock awards and option awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (3) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. (4) Represents the change in fair value during the indicated fiscal year of each stock award and option award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (5) Represents the fair value at vesting of the stock awards and option awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (6) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award that were granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (7) Represents the fair value as of the last day of the prior fiscal year of the stock award and option award that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. Compensation Actually Paid ($ in 000s) $600 $400 $200 $0 ($200) ($400) ($600) ($800) ($1,000) ($1,200) ($1,400) ($1,600) 2020 2021 2022 $120.00 $100.00 $80.00 $60.00 $40.00 $20.00 $- TSR $100.00 $361 $68 $29.40 $(1,092) $(1,456) $15.20 PEO Compensation Actually Paid Eledon TSR Average NEO Compensation Actually Paid Relationship Between Pay and Performance As noted above, as is the case with many companies in the biotechnology industry, the Company’s incentive objectives are generally tied to our strategic and operational goals rather than financial goals. Accordingly, our compensation program is not influenced by financial metrics, such as net income. In 2023, our net loss was $116,537,000, while the “compensation actually paid” was $404,580 for Dr. Gros and $710,034 for our non-PEO NEOs. In 2024, our net loss was $36,184,000, while the “compensation actually paid” was $6,794,482 for Dr. Gros and $4,490,302 on average for our non-PEO NEOs. With respect to 2025, our net loss was $45,617,000, while the “compensation actually paid” was ($315,000) for Dr. Gros and ($290,407) for our non-PEO NEOs. The fluctuations in our CAP were driven by the fluctuations in our stock price over the three-year period, particularly in light of the leverage of our executive compensation program towards equity awards. The following graphic illustrates the relationship between the CAP to the PEO and average non-PEO NEOs and the Company’s TSR. We are a clinical stage biotechnology company with no products approved for commercial sale and have not generated any revenue since our inception. Consequently, we did not use net income (loss) as a performance measure in our executive compensation program and we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our non-PEO NEOs during the periods presented.