DEF 14A of DBV Technologies S.A.
Filed May 11, 2026 · FY20250001193125-26-215657
Board of Directors
Board of Directors Our business affairs are managed under the direction of our Board of Directors, which is currently composed of ten members. Nine of our directors are independent within the meaning of the Nasdaq Listing Rules, and seven out of the ten Directors are deemed independent within the meaning of the Middlenext Code. In accordance with article L.225-18-1 of the French Commercial Code, the number of directors of each gender may not be less than 40%. The following table sets forth the names, ages as of April 15, 2026, and certain other information for each of the nominees for director and each of the continuing members of our Board of Directors:
Board of Directors
| Name | Age | Position | Term Expires | | Nominees for director | | | | | Daniel Tassé | 66 | Chief Executive Officer and Director | 2026 | | Maïlys Ferrère (3) | 63 | Director | 2026 | | Michael J. Goller (6) | 51 | Director | 2026 | | Ratification of provisional appointment | | | | | Philina Lee (2) | 49 | Director* | 2028 | | Continuing directors | | | | | Michel de Rosen (2) (3) | 75 | Non-Executive Chairman of the Board | 2028 | | Timothy E. Morris (4) | 64 | Director | 2028 | | Daniele Guyot-Caparros (1) (2) | 67 | Director | 2027 | | Adora Ndu (1) | 44 | Director | 2027 | | Julie O’Neill (5) | 60 | Director | 2027 | | Ravi M. Rao (3) | 58 | Director | 2027 |
Board of Directors
| (1) Member of our audit committee (the “Audit Committee”) |
Board of Directors
| (2) Member of our compensation committee (the “Compensation Committee”) |
Board of Directors
| (3) Member of our nominating and governance committee (the “Nominating and Governance Committee”). |
Board of Directors
| (4) Chairman of our Audit Committee |
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| (5) Chairman of our Compensation Committee |
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| (6) Chairman of our Nominating and Governance Committee |
Board of Directors
| (*) | Philina Lee was provisionally appointed as Director by the Board of Directors at its meeting on October 30, 2025, to replace Mr. Daniel Soland, who left the Board of Directors on September 18, 2025. The ratification of her provisional appointment will be submitted to the 2026 ordinary General Meeting. |
Board of Directors
Nominees for director: Daniel Tassé is a global healthcare leader with more than 30 years of experience transforming pharmaceutical and biotechnology companies and advancing innovative therapies, particularly for pediatric and rare disease populations. He has served as Chief Executive Officer of DBV Technologies since November 2018. Before joining DBV Technologies, he was Chairman and Chief Executive Officer of Alcresta Therapeutics, Inc. from 2016 to 2018, where he oversaw the clinical, regulatory, and commercial development of the company’s first product and led its successful market launch. From 2008 to 2015, he served as Chairman and Chief Executive Officer of Ikaria, Inc., a company focused on therapies and devices for critically ill patients. Under his leadership, Ikaria expanded internationally, advanced a diversified clinical pipeline, significantly increased revenues, and completed a strategic separation into two entities, Ikaria and Bellerophon Therapeutics. Earlier in his career, Daniel Tassé held multiple governance and industry leadership roles. He served on the board of PhRMA, was a member of the Healthcare Leadership Council and the Health Section governing board, and co-chaired the Bioethics Committee. Daniel Tassé currently serves on the board of Regenxbio Inc., where he chairs the compensation committee and serves as lead independent director. He previously served on the boards of Indivior plc (2014–2021), including as Lead Independent Director, Interim Chair, and Chair of the audit committee; HLS Therapeutics (2018–2019); and Bellerophon Therapeutics Inc. (2014–2019). He holds a Bachelor of Science in Biochemistry from Université de Montréal and is fluent in French and English. Maïlys Ferrère has served on the Board of Directors of DBV Technologies as observer from March 2012 to June 2016 and as a member since June 2016. Ms. Ferrère is a senior investment leader with extensive experience supporting the growth and international expansion of innovative technology and life sciences companies. Since 2013, she has served as director and Head of the Large Venture Fund at Bpifrance, France’s public investment bank, where she oversees investments in high-potential French technology businesses. She began her career in 1985 within the internal audit division of Société Générale before moving into equity capital markets origination at several French financial institutions.. She represents Bpifrance on the boards of Devialet, Doctolib (since 2023) and Fairmat (since 2025) and previously served on the board of Sequans Communications S.A. until 2023. She was also Bpifrance’s permanent representative on the board of Valneva SE until 2025. Her previous board roles include Innate Pharma SA (2017–2021), Valneva SE (2016 and 2019), Gensight Biologics S.A. (2016–2019), and Pixium Vision S.A. (2015–2017). Maïlys Ferrère is a graduate of the Institut d’Études Politiques de Paris and holds a bachelor’s degree in business law from Université Paris I Panthéon-Sorbonne. Michael J. Goller has served on the Board of Directors of DBV Technologies since October 2015. Mr. Goller is a Partner at Baker Bros. Advisors LP. Prior to joining Baker Brothers in 2005, Mr. Goller was an Associate of JPMorgan Partners, LLC where he focused on venture investments in the life sciences sector from 1999 to 2003. Mr. Goller began his career as an investment banker with Merrill Lynch and Co. from 1997 to 1999. Mr. Goller holds a B.S. in Molecular and Cell Biology from The Pennsylvania State University, and a Master’s in both Biotechnology (School of Engineered and Applied Sciences) and Business Administration (Wharton School) from the University of Pennsylvania. He serves on the boards of BeOne Medicines, Ltd., Terremoto Biosciences Inc., and Replimune Group, Inc. Ratification of provisional appointment: Philina Lee has served on the Board of Directors of DBV Technologies since October 2025. Dr. Lee is a commercial and strategic leader with 20 years of biopharmaceutical and healthcare experience across immune and inflammatory disorders, rare diseases, and oncology. She is Chief Executive Officer at a clinical stage radiopharmaceutical company, AdvanCell, since December 2025. She most recently served as Chief Commercial Officer at Blueprint Medicines from 2022 to 2025. Over her decade-long tenure with the company, she held a series of strategic and operational leadership roles spanning the full value chain—from establishing the new product strategy and development function to leading portfolio strategy and program leadership. She later oversaw the successful launch and growth of AYVAKIT®. Earlier in her career, Dr. Lee held marketing and commercial leadership roles of increasing responsibility at Algeta, Sanofi, and Genzyme, gaining broad expertise in global product strategy and commercialization. She previously served on the board of Fusion Pharmaceuticals from 2021 to 2024, where she was a member of the nomination and governance committee and the research and development committee. Dr. Lee holds a Bachelor of Science in Biochemistry from the University of Alberta and a Ph.D. in Cell Biology from the Massachusetts Institute of Technology. Continuing directors: Michel de Rosen has served on the Board of Directors of DBV Technologies since June 2018 and is Chairman since March 2019. Mr. de Rosen has held chief executive and senior leadership roles across the biopharmaceutical, industrial, and telecommunications sectors in Europe and the United States. From 2009 until his retirement in 2017, he served as Chairman and Chief Executive Officer of Eutelsat Communications, guiding the company through a period of significant international growth. Previously, he was Chairman and Chief Executive Officer of ViroPharma Incorporated from 2000 to 2008, leading the transformation of the U.S. biopharmaceutical company and expanding its portfolio and operations. Earlier in his career, Michel de Rosen spent more than 15 years in senior management roles within the Rhône-Poulenc group. His responsibilities included serving as Chief Executive Officer of Pharmuka from 1983 to 1986 and of Rhône-Poulenc Fibres et Polymères from 1988 to 1993. He also held high-level public sector positions within the French government, including roles at the Ministries of Finance, Defense, Industry, and Telecommunications, where he served as auditor at the Treasury, advisor to the Secretary of Defense, and chief of staff to the Minister of Industry. Michel de Rosen has served on the board of Forvia since 2017. He previously served on the boards of Pharnext SA (from 2015 to 2022) and Idorsia Pharmaceuticals Ltd. (from 2020 to 2021). He holds an M.B.A. from HEC and a Master’s degree in Public Administration from the École Nationale d’Administration.
Board of Directors
Timothy E. Morris has served on the Board of Directors of DBV Technologies since March 2021. Mr. Morris is a seasoned financial and operational executive with extensive leadership experience across the biotechnology and pharmaceutical industries. Most recently, he served as Chief Financial Officer of Opthea Limited from 2022 to 2023, contributing to the company’s financing strategy and long-term planning. From 2020 to 2022, he was Chief Operating Officer and Chief Financial Officer of Humanigen, Inc., and prior to that, Chief Financial Officer of Iovance Biotherapeutics, Inc. from 2017 to 2020, supporting the company’s growth as a leader in cell therapy for cancer. Between 2014 and 2017, he served as Chief Financial Officer and Head of Business Development at AcelRx Pharmaceuticals, Inc. Earlier in his career, he held various senior financial leadership roles and served on the board of PAION Inc., a subsidiary of PAION AG. Mr. Morris currently serves on the boards of Aquestive Therapeutics, Inc., Invivus Therapeutics, and Humanetics Corporation, and he previously served on the board of Univercells SA until December 2025. He is also the founder and Managing Member of Accolade Pharma LLC, a private advisory firm focused on the biotechnology and pharmaceutical sectors. He holds a Bachelor of Science in Business Administration with an emphasis in accounting from California State University and is a Certified Public Accountant (inactive). Danièle Guyot-Caparros has served on the Board of Directors for DBV Technologies since October 2022. Ms. Guyot-Caparros brings extensive financial and operational leadership experience across the life sciences sector. She began her career at PwC as an auditor, gaining foundational expertise in corporate finance with a particular focus on the chemical and pharmaceutical industries. In 1992, she joined Rhône-Poulenc-Rorer (later Aventis, then Sanofi), where she held several senior finance roles, including CFO Global R&D, CFO Europe, and Group Planning lead. During this time, she developed strong capabilities in business development and product portfolio optimization. In 2008, she became Senior Advisor at Deloitte France, contributing to the growth of the firm’s Life Sciences & Health Care practice. Danièle Guyot-Caparros has since served as an independent director in multiple biotech and medtech companies. From 2015 to 2017, she was a member of the supervisory board and the Audit Committee of Diaxonhit (now Eurobio Scientific). She later chaired the audit committee of Supersonic Imagine until its acquisition by Hologic in 2019. From 2013 to June 2022, she served on the board of Onxeo, where she chaired the audit committee and was Chair of the board from May 2019 to July 2021. In June 2024, she became Chair of the Audit, Risk and Compliance Committee of Valneva SE. In October 2025, she was appointed to Alten’s board as an independent director and Chair of the audit committee. She currently serves on the board of Valneva SE and Alten. Danièle Guyot-Caparros is a graduate of ICN Business School (Institut Commercial de Nancy), specializing in finance and accounting. She also holds an independent director certification from IFA–Sciences Po. Adora Ndu has served on the Board of Directors of DBV Technologies since May 2021. Ms. Ndu is Chief Regulatory Affairs Officer and Executive Vice President, Portfolio Strategy & Management at BridgeBio Pharma, Inc., a U.S. biotechnology company, a position she has held since January 2022. Before joining BridgeBio, she spent more than four years at BioMarin Pharmaceutical. From January 2021 to January 2022, she served as Group Vice President and Head of Worldwide Research & Development Strategy, Scientific Collaborations and Policy. From 2017 to 2021, she held roles of increasing responsibility across regulatory affairs, policy, patient engagement, outcomes research, and international operations, rising from Senior Director to Executive Director and Vice President. During her tenure, she chaired several regulatory affairs committees for sector-leading organizations, including the Alliance for Regenerative Medicine and the American Society for Gene and Cell Therapy. Earlier in her career, Adora Ndu served at the U.S. Food and Drug Administration from 2008 to 2016, including as Division Director in the Division of Medical Policy Development, and as an officer in the U.S. Public Health Service Commissioned Corps. She has served on the board of Acadia Pharmaceuticals since 2022 and was an adjunct lecturer in the Johns Hopkins University Masters in Biotechnology Enterprise and Entrepreneurship program from 2019 to 2025. Adora Ndu holds a Doctor of Pharmacy degree from Howard University and a Juris Doctor from the University of Maryland Francis King Carey School of Law. Julie O’Neill has served on the Board of Directors of DBV Technologies since June 2017. Ms. O’Neill is an experienced global operations leader with more than two decades of senior experience in the biopharmaceutical industry. From 2015 to 2018, she served as Executive Vice President, Global Operations at Alexion Pharmaceuticals Inc., where she oversaw worldwide manufacturing, supply, and quality operations. Prior to this role, she was Senior Vice President, Global Manufacturing Operations and General Manager of Alexion Pharma International Trading from 2014 to 2015. Before joining Alexion, she spent 17 years at Gilead Sciences, Inc. in roles of increasing responsibility, culminating in her position as Vice President of Operations and General Manager for Ireland from 2011 to 2014. During this period, she led the establishment and expansion of Gilead’s Irish subsidiary, including the development of its manufacturing site, supply chain, quality systems, and distribution capabilities. Earlier in her career, she held management positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals, Inc. In 2019, Julie O’Neill supported DBV Technologies as a consultant, contributing to CMC activities including the BLA resubmission for Viaskin Peanut. She currently serves on the boards of the National Institute for Bioprocessing Research & Training (since 2015), ICON plc (since 2019), ARTBIO Inc. (since 2025) and Chapper Healthcare Ireland Limited (since 2026). She previously served on the boards of Advancion Sciences (2022-2025), Achilles Therapeutics plc (2021-2024) and ILC Dover (2021-2024). Julie O’Neill holds a Bachelor of Science in Pharmacy from the University of Dublin, Trinity College, and a Master of Business Administration from the University College Dublin Smurfit School of Business. She also holds diplomas in risk management, internal audit and compliance, and medical law, and is a Chartered Director of the Institute of Directors in Ireland.
Board of Directors
Ravi M. Rao has served on the Board of Directors of DBV Technologies since May 2021. Mr. Rao is an accomplished biopharmaceutical leader with extensive experience spanning research and development, clinical practice, and medical affairs across global organizations. Since 2022, he has served as Chief Medical Officer of Sitryx Therapeutics and as a Venture Partner at SV Health Investors. He previously served as Chief Medical Officer at Oxford Biomedica from 2022 to 2023, and from 2020 to 2022 was Head of Research & Development and Chief Medical Officer at Swedish Orphan Biovitrum AB (Sobi), where he oversaw global development activities across the company’s rare disease portfolio. From 2019 to 2020, Dr. Rao was Chief Medical Officer of Aeglea Biotherapeutics Inc. Earlier, he spent seven years at GlaxoSmithKline plc, holding senior leadership roles including Vice President, Global Medical Affairs, Immunology and Specialty Medicine, and Vice President, Head of Drug Development in R&D for Immuno-Inflammation. Prior to joining GSK, he served as Group Medical Director for Immunology Clinical Development at Roche Pharmaceuticals. Dr. Rao began his career in academia as a rheumatologist at Imperial College London and as a postdoctoral research fellow at Harvard University. He was appointed to the board of Invivus Therapeutics in December 2025 and Autolus Therapeutics plc in April 2024, where he serves on the research and development committee. Dr. Rao holds a Bachelor of Arts with Honors and an MB BChir from the University of Cambridge. He earned an MRCP from the Royal College of Physicians and a Ph.D. from Imperial College London. He is also an Honorary Member of the Faculty of Pharmaceutical Medicine. There are no family relationships between or among any of our Directors. The principal occupation and employment during the past five years of each of our Directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our Directors and any other person or persons pursuant to which he or she is to be selected as a Director. There are no legal proceedings to which any of our Directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.
Compensation Committee Processes and Procedures
| • | review our non-employee director compensation policy and recommend changes as deemed appropriate to maintain or improve competitiveness. |
Compensation Committee Processes and Procedures
| • | review our non-employee director compensation policy and recommend changes as deemed appropriate to maintain or improve competitiveness. |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The Nominating and Governance Committee works with the Board of Directors to determine periodically, as appropriate, to the extent permitted or required under applicable laws, the qualifications, expertise and characteristics of the Board of Directors, including such factors as business experience and differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. At a minimum, the Nominating and Governance Committee believes that nominees for Director must (i) be able to read and understand basic financial statements, (ii) be over 21 years of age, and (iii) have the highest personal integrity and ethics. Beyond these minimum qualifications, nominees are expected to satisfy nearly all of the following criteria: (i) a demonstrated excellence in his or her field, including professional achievement and leadership experience, (ii) relevant expertise upon which to be able to offer advice and guidance to management, (iii) the ability to exercise sound business judgment, (iv) freedom from conflicts of interest that would interfere with the proper performance of the responsibilities of a Director, (v) sufficient time available to devote to the affairs of the Company and the Board of Directors, and (vi) commitment to rigorously represent the long-term interests of the Company’s shareholders. The Nominating and Governance Committee evaluates each individual in the context of the membership of the Board of Directors as a group, with the objective of having a board that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of background and experience across various areas. In determining whether to recommend a Director for re-election, the Nominating and Governance Committee also considers the Director’s past attendance at meetings, participation in and contributions to the activities of the Board of Directors and the Company and other relevant qualifications and characteristics. In the case of incumbent Directors whose terms of office are set to expire, the Board reviews such Directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any relationships and transactions that might impair such Directors’ independence. In the case of new Director candidates, the Board also determines whether the nominee may be independent for Nasdaq Listing Rules or Middlenext Code purposes. Each Director must ensure that other existing and anticipated future commitments do not materially interfere with the members’ service as a Director.
Summary Compensation Table
Summary Compensation Table The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by (i) our Chief Executive Officer (principal executive officer, PEO), and (ii) the two most highly compensated named executive officers other than the PEO for the year ended December 31, 2025. For the year ended December 31, 2025, our named executive officers were: Daniel Tassé, our Chief Executive Officer and Director; Virginie Boucinha, our Chief Financial Officer; and Dr. Pharis Mohideen, our Chief Medical Officer.
Summary Compensation Table
| Name and Principal Position | Year | Salary $ | Bonus $ | Stock Awards (1) $ | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation $ | All Other Compensation $ | Total $ | | Daniel Tassé | 2025 | 600,000 | 780,000 | — | 1,915,376 | | 62,571(3) | 3,357,947 | | Chief Executive Officer and Director | 2024 | 600,000 | 498,000 | — | 488,126 | — | 36,020 | 1,622,146 | | Virginie Boucinha (2) | 2025 | 350,446 | 249,698(4) | 86,415 | 381,486 | | — | 1,068,045 | | Chief Financial Officer | 2024 | 319,308 | 85,119 | 10,165 | 43,858 | — | — | 458,450 | | Pharis Mohideen | 2025 | 590,787 | 430,219(5) | 118,820 | 502,687 | | — | 1,642,513 | | Chief Medical Officer | 2024 | 567,787 | 150,804 | 18,724 | 83,447 | — | — | 820,762 |
Summary Compensation Table
| (1) The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant-date fair value of each award computed in accordance with ASC Topic 718. For additional information regarding the assumptions used in determining the fair value of these awards, please refer to Note 11 to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 26, 2026. Amounts in euros were converted into U.S. dollars using the average exchange rate for the relevant period, consistent with the exchange rates applied in our consolidated financial statements. |
Summary Compensation Table
| (2) Amounts relating to base salary in 2024 and 2025 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.0824 and €1.00 = $1.1300, which represent the average exchange rates for the year ended December 31, 2024 and December 31, 2025 respectively. Amounts relating to the bonus in 2024 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.08637, which represents the ECB fixing exchange rate on March 13, 2025 (date of approval by the Board meeting of the bonus compensation). Amounts relating to the bonus in 2025 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1862, which represents the ECB fixing exchange rate on February 13, 2026 (date of approval by the Board meeting of the bonus compensation). |
Summary Compensation Table
| (3) Includes $62,571 in tax gross-up payments or reimbursements. |
Summary Compensation Table
| (4) Includes $67,455 of exceptional compensation granted by the Board of Directors at its meeting held on June 11, 2025, on the recommendation of the Compensation Committee, in view of the successful completion of the PIPE financing and in accordance with the remuneration policy approved by June 11, 2025, Annual General Meeting, which have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1433, which represents the ECB fixing exchange rate on June 11, 2025 (date of approval by the Board meeting of this exceptional compensation). The remaining $182,243 has been converted in accordance with (2) above. |
Summary Compensation Table
| (5) Includes $113,557 of exceptional compensation granted by the Board of Directors at its meeting held on June 11, 2025, on the recommendation of the Compensation Committee, in view of the successful completion of the PIPE financing and in accordance with the remuneration policy approved by June 11, 2025, Annual General Meeting. |
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025
| | | Option Awards (1) | | | | | Stock Awards(1) | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price (2) | | 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 (3) | | Daniel Tassé | 11/29/18 | — | 350,000(4) | 30.02 | € | 11/29/28 | — | — | | | 05/24/19 | — | 150,000(4) | 16.99 | € | 05/24/29 | — | — | | | 11/24/20 | 274,000 | — | 4.16 | € | 11/24/30 | — | — | | | 11/22/21 | 274,000 | — | 5.87 | € | 11/22/31 | — | — | | | 11/21/22 | 573,290 | 191,096 | 3.00 | € | 11/21/32 | — | — | | | 11/20/23 | 404,836 | 404,836 | 2.00 | € | 11/20/33 | — | — | | | 12/04/24 | 203,300 | 609,900 | 0.85 | € | 12/04/34 | — | — | | | 11/21/25 | — | 964,000 | 2.52 | € | 11/21/35 | — | — | | Virginie Boucinha | 11/20/23 | 56,500 | — | 2.00 | € | 11/20/33 | 9,500 | $37,729.25 | | | 11/21/24 | 28,250 | 84,750 | 0.71 | € | 11/21/34 | 14,250 | $56,593.88 | | | 11/21/25 | — | 192,000 | 2.52 | € | 11/21/35 | 32,000 | $127,088 | | Pharis Mohideen | 07/22/19 | — | 75,000(4) | 17.90 | € | 07/22/29 | — | — | | | 11/24/20 | 95,400 | — | 4.16 | € | 11/24/30 | — | — | | | 11/22/21 | 95,400 | — | 5.87 | € | 11/22/31 | — | — | | | 07/29/22 | 87,500 | 12,500 | 4.72 | € | 07/29/32 | 1,250 | $4,964.38 | | | 11/21/22 | 86,250 | 28,750 | 3.00 | € | 11/21/32 | 4,375 | $17,375.31 | | | 11/20/23 | 107,500 | 107,500 | 2.00 | € | 11/20/33 | 17,500 | $69,501.25 | | | 11/21/24 | 53,750 | 161,250 | 0.71 | € | 11/21/34 | 35,000 | $139,002.5 | | | 11/21/25 | — | 253,000 | 2.52 | € | 11/21/35 | 44,000 | $174,746 |
Outstanding Equity Awards at Fiscal Year End 2025
| (1) The staggered vesting for the stock and option awards until November 2022 is as follows: 25% of the shares subject to each option vest 12 months after grant, with the remaining shares vesting in six equal semi-annual installments thereafter, subject to each option holder’s continued service through each such vesting date. As of November 2022, the staggered vesting of stock and option awards has changed, with a 4-year grant, and 25% vesting each year. |
Outstanding Equity Awards at Fiscal Year End 2025
| (2) Exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants. |
Outstanding Equity Awards at Fiscal Year End 2025
| (3) Determined by reference to €3.38, the closing price per Ordinary Share on Euronext Paris on December 31, 2025, and an applicable exchange rate of €1.00 = $1.1750, which represents the exchange rate as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year End 2025
| (4) The vesting of these options is not similar to the vesting described in footnote (1), but is subject to the achievement of clinical development-related performance conditions. |
Pay vs. Performance
Pay vs. Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section of this proxy filing. The information provided below was not considered by the Compensation Committee in structuring or determining compensation for our NEOs.
Pay vs. Performance
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Total Shareholder Return | Net Income | | | 2025 | $3,357,947 | | 7,656,432 | $1,355,279 | $2,218,042 | $125.29 | ($ | 146,946,905) | | 2024 | $1,622,146 | ($ | 506,084) | $639,606 | $271,330 | $20.20 | ($ | 113,918,000) | | 2023 (5) | $2,440,486 | | 978,122 | $631,145 | $391,144 | $62.27 | ($ | 72,710,000) |
Pay vs. Performance
| (1) The dollar amounts reported in this column are the amounts of total compensation reported for Daniel Tasse (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
Pay vs. Performance
| (2) The dollar amounts reported in this column represent the amount of CAP to Daniel Tasse, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Daniel Tasse during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments summarized in the table below were made to Daniel Tasse’s total compensation for each year to determine the compensation actually paid: |
Pay vs. Performance
| Year | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years That Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | Total Equity Award Adjustments | | | 2025 | $2,518,980 | | 2,915,906 | $0 | | 778,975 | $0 | $0 | | 6,213,861 | | 2024 | $412,578 | ($ | 1,458,802) | $0 | ($ | 593,879) | $0 | $0 | ($ | 1,640,104) | | 2023 | $1,289,764 | ($ | 1,363,237) | $0 | ($ | 304,108) | $0 | $0 | ($ | 377,581) |
Pay vs. Performance
| (3) The dollar amounts reported in column (c) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2023, 2024 and 2025 are Virginie Boucinha and Pharis Mohideen. |
Pay vs. Performance
| (4) “The dollar amounts reported in column (d) represent the average amount of CAP to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the CAP: |
Pay vs. Performance
| Year | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Year | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | Total Equity Award Adjustments | | | 2025 | $535,691 | | 691,419 | $0 | | 180,358 | | 0 | $0 | | 1,407,467 | | 2024 | $100,353 | ($ | 281,374) | $0 | ($ | 109,158) | | 0 | $0 | ($ | 290,179) | | 2023 | $210,150 | ($ | 118,195) | $0 | ($ | 29,431) | ($ | 112,455) | $0 | ($ | 49,930) |
Pay vs. Performance
| (5) As noted above in the Summary Compensation Table, the value of the 2023 Option Awards paid to our Chief Financial Officer, Virginie Boucinha, was updated from $151,395 to $151,398 due to administrative error in the amount reported in year 2023. The 2023 values reflected here have been updated accordingly. |
Pay vs. Performance
The below charts present the CAP over the three-year period ended December 31, 2025, against trends in the Company’s total shareholder return (“TSR”) and net income results over the same period.
Agreements with our Directors and Executive Officers
Agreements with our Directors and Executive Officers Employment and Consulting Arrangements Daniel Tassé. In November 2018, we entered into an executive agreement (as French “mandataire social”) with Mr. Daniel Tassé, our current Chief Executive Officer. He is entitled to an annual base salary and an annual bonus with a target amount of 100% of the base salary, capped at 150%. Mr. Tassé is also eligible to receive equity grants as our Board of Directors may determine and to participate in our bonus plan. In December 2018, our Board of Directors fixed the performance criteria in the event of termination of Mr. Daniel Tassé’s duties as our Chief Executive Officer. He will benefit from a severance package if all the following objectives are achieved: (i) Viaskin Peanut is approved in a major market; (ii) an EPIT pipeline with three ongoing clinical trials is built; and (iii) six months cash runway is achieved, as defined by the last quarter of spend on the day of severance. Compliance with these performance conditions will be established by our Board of Directors prior to any payment. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of: (i) 18 months of Mr. Tassé’s base salary and (ii) the target bonus at a 100% achievement level. In case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in connection with a change in control, those same amounts will be paid in a lump sum. Virginie Boucinha. In November 2023, we entered into an employment agreement with Ms. Boucinha, our Chief Financial Officer (the “Boucinha Employment Agreement”). Ms. Boucinha is entitled to an annual base salary and an annual bonus with a target amount of 40% of the base salary. Ms. Boucinha is also eligible to receive equity grants as our Board may determine and to participate in our bonus plan. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of 12 months of Ms. Boucinha’s base salary in equal installments over a 12-month period. On December 16, 2024, the Company amended the Boucinha Employment Agreement to provide certain enhanced severance benefits upon a Change in Control. The Board approved this amendment in recognition of Ms. Boucinha’s commitment to the Company. Ms. Boucinha will be eligible to receive the following Change in Control Severance Indemnity in the event of her termination not due to termination in the event of Ms. Boucinha’s initiative or due to her gross misconduct or willful misconduct, in either case, within twelve (12) months immediately following, a Change in Control Separation:
Agreements with our Directors and Executive Officers
| • | an amount equal to 12 months of gross remuneration; |
Agreements with our Directors and Executive Officers
| • | such Change in Control Severance Indemnity will be paid in addition to any of the following applicable payments, including, legal or conventional statutory severance, outstanding holiday compensation, notice period compensation and any amount paid as annual bonus; and |
Agreements with our Directors and Executive Officers
| • | such remuneration used to calculate the Change in Control Severance Indemnity shall be Ms. Boucinha’s base salary as of the date of termination. |
Agreements with our Directors and Executive Officers
The foregoing Change in Control Severance Indemnity is contingent upon Ms. Boucinha keeping the terms of the Boucinha Agreement confidential. The renewal of these benefits and alignment with the level of severance benefits applicable Mr. Mohideen and Mr. Trapp, subject to French applicable regulations and conventional severance rules, which expired on December 4, 2025, was approved by the Board on February 13,2026, without any expiry date. Dr. Pharis Mohideen. In July 2019, we entered into an employment agreement with Dr. Mohideen, our Chief Medical Officer. Dr. Mohideen is entitled to an annual base salary and an annual bonus with a target amount of 40% of the base salary, (the “Mohideen Employment Agreement”). Dr. Mohideen is also eligible to receive equity grants as our Board may determine and to participate in our bonus plan. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of 12 months of Dr. Mohideen’s base salary in equal installments over a 12-month period. On December 16, 2024, DBV Technologies Inc., a fully owned subsidiary (the “Subsidiary”) of DBV Technologies S.A. entered into an agreement with Pharis Mohideen (the “Mohideen Employment Agreement”) which amends the Mohideen Employment Agreement to provide certain enhanced severance benefits upon a Change in Control, as defined in the Mohideen Agreement. The Board of Directors approved the Mohideen Employment Agreement in recognition of Mr. Mohideen’s commitment to the Subsidiary. The Mohideen Employment Agreement provides certain enhanced severance benefits in case of termination without “cause” or for “good reason” upon a change in control of the Company. In particular, upon a termination without Cause or resignation for Good Reason outside of a Change in Control (each as defined in the Mohideen Employment Agreement), Mr. Mohideen is entitled to twelve (12) months of base salary continuation paid in substantially equal installments, plus Company-paid COBRA premiums for up to twelve (12) months following the separation date, in each case subject to the Mr. Mohideen’s execution of a release of claims. In the event such termination occurs within twelve (12) months following a Change in Control, Mr. Mohideen is instead entitled to a lump-sum payment equal to twenty-four (24) months of base salary plus 1x the target Annual Bonus for the year of termination, a cash Equity Bonus equal to the intrinsic value of any unvested Surviving Equity Awards not otherwise accelerated, and Company-paid COBRA premiums for up to twenty-four (24) months, in each case subject to Mr. Mohideen’s execution of a release of claims. Kevin Trapp. In November 2025, we entered into an employment agreement with Mr. Trapp, our Chief Commercial Officer (the “Trapp Employment Agreement”). Mr. Trapp is entitled to an annual base salary and an annual bonus with a target amount of 40% of the base salary. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of 12 months of Mr. Trapp’s base salary in equal installments over a 12-month period. In the event of termination “for cause”, no severance benefits will be paid. Mr. Trapp is also eligible to receive equity grants as our Board may determine and to participate in our bonus plan. The Trapp Employment Agreement provides certain enhanced severance benefits in case of termination without “cause” or for “good reason” upon a change in control of the Company. In particular, upon a termination without Cause or resignation for Good Reason outside of a Change in Control (each as defined in the Trapp Employment Agreement), Mr. Trapp is entitled to twelve (12) months of base salary continuation paid in substantially equal installments, plus Company-paid COBRA premiums for up to twelve (12) months following the separation date, in each case subject to the Mr. Trapp’s execution of a release of claims. In the event such termination occurs within twelve (12) months following a Change in Control, Mr. Trapp is instead entitled to a lump-sum payment equal to twenty-four (24) months of base salary plus 1x the target Annual Bonus for the year of termination, a cash Equity Bonus equal to the intrinsic value of any unvested Surviving Equity Awards not otherwise accelerated, and Company-paid COBRA premiums for up to twenty-four (24) months, in each case subject to Mr. Trapp’s execution of a release of claims. Director and Executive Officer Compensation See “Board of Directors and Corporate Governance” and “Executive Compensation” for information regarding compensation of Directors and Named Executive Officers. Equity Awards See “Board of Directors and Corporate Governance” and “Executive Compensation” for further information regarding equity awards to directors and executive officers. Bonus Plans All our executive officers are entitled to a bonus ranging between 40% and 150% based on yearly objectives determined by our Board of Directors upon recommendation of our Compensation Committee. Indemnification Agreements We intend to enter into indemnification agreements with each of our directors and executive officers. See “Executive Compensation—Limitations on Liability and Indemnification Matters” above. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Director Independence See “Board of Directors And Corporate Governance—Corporate Governance—Board Independence”
Part 1
| Director | Fees Earned or Paid in Cash ($) (1) | Warrant awards ($) (2) | All other compensation ($) | Total ($) | | Michel de Rosen | $186,272 | $0 | $0 | $186,272 | | Daniele Guyot-Caparros | $128,062 | $0 | $0 | $128,062 | | Maïlys Ferrère (3) | $0 | $0 | $0 | $0 | | Michael J. Goller | $128,062 | $0 | $0 | $128,062 | | Timothy E. Morris | $139,704 | $0 | $0 | $139,704 | | Adora Ndu | $122,241 | $0 | $0 | $122,241 | | Julie O’Neill | $128,062 | $0 | $0 | $128,062 | | Ravi M. Rao | $87,315 | $0 | $0 | $87,315 | | Philina Lee (4) | $37,254 | $0 | $0 | $37,254 | | Daniel B. Soland (5) | $84,986.60 | $0 | $0 | $84,986.60 |