DEF 14A of Coya Therapeutics, Inc.
Filed May 13, 2026 · FY20250001193125-26-220688
PROPOSAL 1: TO ELECT TWO CLASS I DIRECTORS TO SERVE UNTIL THE 2029 ANNUAL MEETING AND UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED
PROPOSAL 1: TO ELECT TWO CLASS I DIRECTORS TO SERVE UNTIL THE 2029 ANNUAL MEETING AND UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED Our Board is divided into three classes: Class I, Class II, and Class III, with each class serving a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board is currently composed of seven directors. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy, including vacancies created by an increase in the number of directors, shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been duly elected and qualified or until the director’s earlier resignation, death, or removal. The nominees listed below are currently two of our directors. If elected at the Annual Meeting, the nominees would serve until our 2029 Annual Meeting and until their successors have been duly elected and qualified, or, if sooner, until their earlier resignation, death, or removal. Directors are elected by a plurality of the votes cast. Abstentions and broker non-votes will not be treated as a vote for or against any particular director nominee and will not affect the outcome of the election. Stockholders may not vote, or submit a proxy, for a greater number of nominees than the two nominees named below. The director nominee receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the director nominee named below. If any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board. The person nominated for election has agreed to serve if elected. Our management has no reason to believe that the nominee will be unable to serve.
Nominee for Election Until the 2029 Annual Meeting
Nominee for Election Until the 2029 Annual Meeting The following table sets forth the name, age, position and tenure of our Class I directors who are up for re-election at the Annual Meeting for a term expiring at the 2029 Annual Meeting:
Nominee for Election Until the 2029 Annual Meeting
| Name | Age | Position(s) | Served as an Officer or Director Since | | Wilbur Ross | 88 | Director | 2023 | | Dieter Weinand | 65 | Director | 2023 |
Nominee for Election Until the 2029 Annual Meeting
The following includes a brief biography of the nominees standing for election to the Board at the Annual Meeting, based on information furnished to us by each director nominee, with the biography including information regarding the experiences, qualifications, attributes, or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the nominee should serve as a member of our Board. Wilbur L. Ross, Jr., has been a director since November 2023. Mr. Ross was sworn in by Vice President Mike Pence as the 39th Secretary of Commerce on February 28, 2017. Secretary Ross was the principal voice of business in the Trump Administration, ensuring that U.S. entrepreneurs and businesses have the tools they need to create jobs and economic opportunity. Secretary Ross is the former Chairman and Chief Strategy Officer of WL Ross & Co. LLC and has over 55 years of investment banking and private equity experience. He has restructured over $400 billion of assets in the airline, apparel, auto parts, banking, beverage, chemical, credit card, electric utility, food service, furniture, gypsum, homebuilding, insurance, marine transport, mortgage origination and servicing, oil and gas, railcar manufacturing and leasing, real estate, restaurant, shipyard, steel, textile and trucking industries. Secretary Ross has been chairman or lead director of more than 100 companies operating in more than 20 different countries. Named by Bloomberg Markets as one of the 50 most influential people in global finance, Secretary Ross is the only person elected to both the Private Equity Hall of Fame and the Turnaround Management Hall of Fame. He previously served as privatization adviser to New York City Mayor Rudy Giuliani and was appointed by President Bill Clinton to the board of the U.S.-Russia Investment Fund. President Kim Dae-jung awarded Secretary Ross a medal for helping South Korea during its financial crisis and, in November 2014, the Emperor of Japan awarded him the Order of the Rising Sun, Gold and Silver Star. As a philanthropist, Secretary Ross has served as Chairman of the Japan Society, Trustee of the Brookings Institution and Chairman of its Economic Studies Council, International Counsel Member of the Musée des Arts Décoratifs in Paris, Trustee of the Blenheim Foundation, President of the American Friends of the Rene Magritte Museum in Brussels and Director of the Palm Beach Civic Association. He also was an Advisory Board Member of Yale University School of Management. Secretary Ross received his undergraduate degree in English literature from Yale University, and graduated with distinction from Harvard Business School. Dieter Weinand has been a member of our Board since August 2023. From November 2018 to March 2020, Mr. Weinand served as Executive Vice President, Primary Care of Sanofi S.A. He previously served as President and CEO, Pharmaceutical Division at Bayer AG from July 2014 to November 2018. From 2013 to 2014, Mr. Weinand was President, Global Commercialization at Otsuka Pharmaceutical Co., Ltd. and from 2010 to 2013 Mr. Weinand was President, Primary Care and Asia-Pacific Region at Pfizer Inc. From 2001 to 2010, Mr. Weinand served as President, Senior Vice President, and Vice President of Bristol-Myers Squibb Company. Prior to joining Bristol-Myers Squibb Company, Mr. Weinand was Senior Vice President at F.H. Faulding, Inc. from 2000 to 2001, Managing Director, Director, Vice President, and Senior Director at Warner-Lambert Company, which was acquired by Pfizer Inc. in 2000, during the period from 1994 to 2000, Vice President at Pharmos Corporation during 1994, and Director, Area Business Operations Coordinator, and International Product Manager at Lederle International during the period from 1990 to 1994. Mr. Weinand currently serves as the Chairman of the board of directors of Replimune Group, Inc. (Nasdaq: REPL), as a director at Reunion Neuroscience, Inc., a clinical stage pharmaceutical company, and was previously a member the board of directors of Bayer AG, from 2013 to 2014, and HealthPrize Technologies LLC, from 2014 to 2018. Mr. Weinand was a director and member of the compensation committee and chair of the audit committee of Field Trip Health Ltd. from October 2019 to July 2022. Mr. Weinand received a M.S. in Pharmacology and Toxicology from Long Island University and a B.A. in Biology from Concordia College. We believe Mr. Weinand is qualified to serve on our Board because of his extensive leadership experience, his experience serving on the boards of biotechnology companies and his experience in management roles at life sciences companies. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE CLASS I DIRECTOR NOMINEES.
Continuing Directors
Continuing Directors The following table sets forth the name, age, position, and tenure of the directors who are serving for terms that end at dates following the Annual Meeting.
Continuing Directors
| Name | Age | Position(s) | Served as an Officer or Director Since | Term Will Continue Until Annual Meeting Held In | | Mark Pavao | 62 | Director | 2026 | 2028 | | Arun Swaminathan, Ph.D. | 57 | Chief Executive Officer, Director | 2025 | 2028 | | Ann Lee, Ph.D. | 64 | Director | 2025 | 2028 | | Anabella Villalobos, Ph.D. | 67 | Director | 2021 | 2027 | | Dov Goldstein, M.D. | 58 | Director | 2021 | 2027 |
Continuing Directors
The following biographical descriptions set forth certain information with respect to directors who are serving for terms that end following the Annual Meeting, based on information furnished to Coya by each director.
Class II Directors Continuing in Office Until the 2027 Annual Meeting
Class II Directors Continuing in Office Until the 2027 Annual Meeting Dr. Anabella Villalobos, Ph.D., has been a director since May 2021. Dr. Villalobos is currently the Chief Scientific Officer at Metaphore Biotechnologies, Inc., a position she has held since 2025. From 2017 to 2025, Dr. Villalobos was head of Biotherapeutics and Medicinal Sciences at Biogen Inc. (Nasdaq: BIIB) (“Biogen”), where she was responsible for the delivery of high-quality, differentiated drug candidates for neurological, rare, and auto-immune diseases across multiple modalities, including small molecules, biologics, oligonucleotides, and gene therapy. Prior to Biogen, Dr. Villalobos was with Pfizer Inc. (NYSE: PFE)(“Pfizer”) for 28 years where she most recently served as Vice President of Medicinal Synthesis Technologies and Neuroscience Medicinal Chemistry. As the leader of several medicinal chemistry groups throughout her tenure at Pfizer, Dr. Villalobos’ teams delivered more than 30 small molecule candidates to combat Alzheimer’s disease, Parkinson’s disease, schizophrenia, depression, and insomnia. Noteworthy are Ogsiveo® (SpringWorks) and tavapadon (AbbVie) which reached the market and proof of concept in Phase 3 studies, respectively. Dr. Villalobos also championed new scientific directions that have improved design practices in medical chemistry including the Central Nervous System Multi-Parameter Optimization (CNS MPO). Dr. Villalobos obtained her B.S. in Chemistry at the University of Panama and her Ph.D. in Medicinal Chemistry at the University of Kansas where she was a Fulbright-Hayes fellow. She was a National Institutes of Health Postdoctoral Fellow at Yale University in synthetic organic chemistry for two years. Dr. Villalobos was chosen as a director due to her keen insight into drug development, particularly in neuroscience and we believe Dr. Villalobos’ counsel and strategic guidance with respect to our product candidate pipeline and research and clinical programs is vital to our success. Dr. Dov Goldstein, M.D., has been a director since March 2021. Dr. Goldstein brings over 25 years of strategic financial and operational experience within the healthcare sector. He currently serves as the Chief Financial Officer of BioAge Labs (Nasdaq: BIOA), a position he has held since November 2021. Prior to that, from 2020-2021, he served as the Chief Financial Officer and Chief Business Officer of Indapta Therapeutics. From 2018-2020, he was Chief Executive Officer of RIGImmune, Inc. Prior to that he served as the Chief Financial Officer at Schrödinger, Inc. (Nasdaq: SDGR) from 2017 to 2018. Dr. Goldstein held various leadership roles at Aisling Capital, a private investment firm, from 2006 to 2017, serving as its Managing Partner from 2014 to 2017. Dr. Goldstein served as the Chief Financial Officer of Loxo Oncology, Inc. between 2014 and 2015. From 2000 to 2005, Dr. Goldstein served as Chief Financial Officer of Vicuron Pharmaceuticals, Inc. (“Vicuron”), raising over $250 million in equity financings, facilitating company partnership transactions and participating in the M&A process when Vicuron was acquired by Pfizer for $1.9 billion. Prior to joining Vicuron, he was Director of Venture Analysis at HealthCare Ventures LLC. Dr. Goldstein currently serves on the board of directors of Gain Therapeutics, Inc. (Nasdaq: GANX) where he serves on the audit committee as audit committee chair. He previously served as a director for ADMA Biologics Inc (Nasdaq: ADMA), Loxo Oncology (Nasdaq: LOXO), Esperion Therapeutics, Inc. (Nasdaq: ESPR), Durata Therapeutics, Inc. (Nasdaq: DRTX), Cempra Pharmaceuticals Inc. (Nasdaq: CEMP) and a number of private companies. He received a Bachelor of Science in biological sciences from Stanford University, an MBA from Columbia Business School and an M.D. from Yale School of Medicine. Dr. Goldstein was chosen as a director due to his extensive financial experience in the biotechnology capital markets, as an investor and as a CFO and we believe Dr. Goldstein’s background in medicine, venture capital and biotechnology operations guides us in our work as a public clinical stage biotechnology company.
Class III Directors Continuing in Office Until the 2028 Annual Meeting
Class III Directors Continuing in Office Until the 2028 Annual Meeting Arun Swaminathan, Ph.D., has over 20 years of hands-on healthcare business executive experience with an emphasis on corporate and business development, strategy, and finance. Dr. Swaminathan joined Coya as Chief Business Officer in April 2023. He became a member of the Board in August 2024 and assumed the role of Chief Executive Officer in November 2024. We benefit from Dr. Swaminathan’s strategic, business development, operational, and deal making experience, and we look to Dr. Swaminathan to guide us through our next phase in the company’s growth. Prior to joining Coya, Dr. Swaminathan served as Chief Business Officer (CBO) for Actinium Pharmaceuticals (NYSE: ATNM) from September 2021 to March 2023, where he was responsible for all business development. Prior to Actinium, he was the CBO at Alteogen (196170.KQ) from December 2018 to September 2021. From March 2016 to March 2020, he co-founded and served as CEO of Lynkogen Inc., a pre-clinical stage biotechnology company. Dr. Swaminathan began his career in clinical development and commercial roles of increasing responsibility at Bristol Myers Squibb (NYSE: BMY) and Covance. He obtained his Ph.D. in pharmaceutical sciences from the University of Pittsburgh. Dr. Swaminathan’s expertise in strategic planning, and corporate finance, along with his proven track record of success in the life sciences sector, underscores his suitability to serve as a director for our company. Mark Pavao has been a director since April 2026. He is a Co-Founder of Biotech Value Advisors, a commercialization strategy advisory firm serving emerging biotechnology companies and has been Managing Partner with the firm since June 2018. Earlier in his career he held multiple senior leadership roles at Bristol Myers Squibb (NYSE: BMY), including President of the U.S. Diabetes business within the AstraZeneca / Bristol Myers Squibb alliance from November 2012 to October 2013, where he led the creation of a stand-alone commercial organization responsible for more than $1 billion in annual revenue and over 2,000 employees. He also served as Senior Vice President of the Cardiovascular & Metabolics business unit from April 2012 to October 2013, President of Emerging Markets from April 2010 to April 2012, Senior Vice President of Global Market Access & Pricing from June 2008 to April 2012, and Senior Vice President of the U.S. Neuroscience business unit from April 2007 to June 2008. Mr. Pavao currently serves as Chair of the Board of Medical Knowledge Group and has been a board member of Perosphere Technologies since January 2024. He also serves on the board of MiracleFeet, a global nonprofit organization dedicated to eliminating untreated clubfoot in low- and middle-income countries, where he previously served as Board Chair. Earlier in his career, Mr. Pavao served as Senior Vice President of Sales and Marketing at Nitromed from July 2004 to July 2006, where he was part of the executive leadership team responsible for the launch of BiDil, and as Chief Executive Officer and Co-Founder of R-Pharm US from February 2014 to June 2018. He frequently advises biotechnology leadership teams and boards on commercialization strategy, portfolio prioritization, and launch readiness. Mr. Pavao holds an MBA from The Wharton School of the University of Pennsylvania and a BA with Highest Honors from the University of North Carolina at Chapel Hill, where he was a Morehead Scholar. Mr. Pavao’s extensive experience in commercial strategy, global market access, and his experience launching innovative medicines underscores his suitability to serve as a director for our company. Ann Lee, Ph.D., has been a director since June 2021. Dr. Lee is currently the Chief Technical Officer at Prime Medicine, Inc., a position she has held since October 2021. From November 2019 to July 2021, Dr. Lee was SVP and Head of Cell Therapy Development and Operations at Bristol Myer Squibb (NYSE: BMY) (“BMS”), leading teams responsible for the development and commercialization of Breyanzi and Abecma. These two CAR-T cell therapy products received FDA licensure in February and March 2021, respectively. Her responsibilities included leading the highly interdependent functions of process and analytical development, manufacturing science and technology (MSAT), manufacturing clinical and commercial supplies, quality, CMC Regulatory, design and implementation of the digital platform, building new facilities, and building the global supply chain at BMS. Previously, from November 2017 to April 2018, she served as Executive Vice President of Technical Operations at Juno Therapeutics, Inc. (“Juno”), which was acquired by BMS via Celgene Corporation. Prior to Juno, from January 2010 to November 2017, Dr. Lee served as Senior Vice President and then Head of Global Technical Development at F. Hoffman-La Roche (“Roche”) (dual roles at Roche and Genentech). She was responsible for developing and delivering all clinical stage products in Roche’s global pipeline, as well as technology transfers and technical support for all commercial products. Prior to Genentech, from June 1989 to September 2005, she was at Merck & Co., Inc. (NYSE: MRK), where she led and developed new vaccines and technologies in research and development, and then was responsible as VP for process engineering and technical operations at 10 chemical sites around the world. Over the course of her career, she has contributed to the development of hundreds of new investigational drugs, and the licensure and commercialization of 25 new vaccines and medicines, with the most recent being two new CAR-T cell products for blood cancers. Dr. Lee has authored over 40 scientific publications and holds several patents. She is a member of the National Academy of Engineering, fellow of American Academy of Arts and Sciences, American Institute of Medical and Biological Engineering, and member of the Washington State Academy of Sciences. She serves on the board of directors for the Alliance of Regenerative Medicine. She earned her undergraduate degree from Cornell University and a masters and Ph.D. in Biochemical Engineering with a concentration in molecular biophysics and biochemistry from Yale University. Dr. Lee was chosen as a director due to her thought leadership in cell therapy and biologics and her extensive experience and accomplishments in vaccines, biologics, small molecules and cell therapy development and manufacturing.
Compensation Committee
| • | reviewing and recommending to our Board the compensation of our directors; |
Summary Compensation Table
Summary Compensation Table The following table shows the compensation earned by each of our named executive officers for the year ended December 31, 2025. Our compensation packages for the named executive officers consist primarily of base salary, annual cash bonus and a stock option grant. As noted elsewhere in this Proxy Statement, Dr. Howard Berman resigned from his position as Executive Chairman of the Board, effective April 1, 2026. Dr. Berman’s executive compensation is provided below because he was a named executive officer during 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards($) (1) | Total ($) | | Arun Swaminathan (2) | 2025 | $546,000 | $395,850 | $1,149,157 | $2,091,007 | | Chief Executive Officer, Director | 2024 | $441,667 | $185,417 | $870,084 | $1,497,168 | | Howard Berman (3) | 2025 | $436,800 | $316,680 | $718,221 | $1,471,701 | | Former Chief Executive Officer, Former Executive Chairman of the Board | 2024 | $553,333 | $276,667 | $1,850,268 | $2,680,268 | | David Snyder | 2025 | $442,000 | $256,360 | $670,340 | $1,368,700 | | Chief Financial Officer and Chief Operating Officer | 2024 | $425,000 | $170,000 | $870,084 | $1,465,084 | | Fred Grossman (4) | 2025 | $498,160 | $288,933 | $670,340 | $1,457,433 | | President, Chief Medical Officer | 2024 | $479,000 | $191,600 | $1,221,838 | $1,892,438 |
Summary Compensation Table
| 1) | In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during 2024 and 2025 computed in accordance with FASB ASC Topic 718. Assumptions used to calculate the option awards are included in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended. |
Summary Compensation Table
| 2) | Dr. Swaminathan joined as our Chief Executive Officer effective as of November 1, 2024. Prior to this, Dr. Swaminathan served as our Chief Business Officer beginning in March 2023. The compensation information included in the table for 2024 reflects the compensation paid for his services as our Chief Business Officer and Chief Executive Officer in 2024. |
Summary Compensation Table
| 3) | Dr. Berman served as our Chief Executive Officer from 2020 to 2024. On October 31, 2024, he resigned as our Chief Executive Officer and entered into an Executive Employment Agreement to serve as our Executive Chairman of the Board. On March 29, 2026, Dr. Howard Berman resigned from the Board and from his position as Executive Chairman, effective April 1, 2026. The compensation information included in the table for 2025 reflects the compensation paid for his services as our Chief Executive Officer and Executive Chairman of the Board. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Other than as described above in “Employment Agreements with Named Executive Officers”, we have no plans, agreements or arrangements that provide for payment to our named executive officers in connection with termination of employment. We have no plans, agreements or arrangements that provide for payment to our named executive officers in connection with a change in our control.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding unexercised options, stock that has not vested and equity incentive awards held by each of the named executive officers outstanding as of December 31, 2025:
Outstanding Equity Awards at Fiscal Year End
| | | Option 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 | | Arun Swaminathan (1) | 4/3/2023 | 102,222(2) | 12,778 | — | 4.05 | 4/3/2033 | | Chief Executive Officer | 1/31/2024 | 52,273(3) | 29,546 | — | 5.90 | 1/31/2034 | | | 5/23/2024 | 37,259(4) | 33,337 | — | 8.15 | 5/23/2034 | | | 1/8/2025 | 73,627(18) | 167,337 | — | 6.07 | 1/8/2035 | | David Snyder | 6/28/2022 | 87,788(5) | — | — | 3.48 | 6/28/2032 | | Chief Financial Officer and Chief Operating Officer | 2/27/2023 | 108,611(6) | 6,389 | — | 3.85 | 2/27/2033 | | | 1/31/2024 | 52,273(7) | 29,546 | — | 5.90 | 1/31/2034 | | | 5/23/2024 | 37,259(8) | 33,337 | — | 8.15 | 5/23/2034 | | | 1/8/2025 | 42,949(18) | 97,613 | — | 6.07 | 1/8/2035 | | Fred Grossman (9) | 7/17/2023 | 59,666(10) | 14,403 | — | 4.25 | 7/17/2033 | | President, Chief Medical Officer | 1/31/2024 | 59,670(11) | 14,399 | — | 5.90 | 1/31/2034 | | | 1/31/2024 | 52,273(12) | 29,546 | — | 5.90 | 1/31/2034 | | | 5/23/2024 | 37,259(13) | 33,337 | — | 8.15 | 5/23/2034 | | | 1/8/2025 | 42,949(18) | 97,613 | — | 6.07 | 1/8/2035 | | Howard Berman (14) | 2/27/2023 | 155,833(15) | 9,167 | — | 3.85 | 2/27/2033 | | Former Chief Executive Officer, Former Executive Chairman of the Board | 1/31/2024 | 98,823(16) | 55,857 | — | 5.90 | 1/31/2034 | | | 5/23/2024 | 86,377(17) | 77,286 | — | 8.15 | 5/23/2034 | | | 1/8/2025 | 46,017(18) | 104,585 | | 6.07 | 1/8/2035 |
Outstanding Equity Awards at Fiscal Year End
| 1) | Dr. Swaminathan was appointed our Chief Executive Officer on November 1, 2024. |
Outstanding Equity Awards at Fiscal Year End
| 2) | One third of the shares subject to the option vested on April 3, 2024. The remainder of the option vests in 24 monthly equal installments beginning April 3, 2024. |
Outstanding Equity Awards at Fiscal Year End
| 3) | The shares subject to the option vests in 36 monthly equal installments beginning February 29, 2024. |
Outstanding Equity Awards at Fiscal Year End
| 4) | The shares subject to the option vest in 36 monthly equal installments beginning May 23, 2024. |
Outstanding Equity Awards at Fiscal Year End
| 5) | 33.3% of the shares underlying the option vested on March 14, 2023, and the remaining shares will vest in 24 equal monthly installments beginning on April 14, 2023. |
Outstanding Equity Awards at Fiscal Year End
| 6) | The shares subject to the option vest in equal monthly installments over a period of 36 months commencing on March 27, 2023. |
Outstanding Equity Awards at Fiscal Year End
| 7) | The shares subject to the option will vest in 36 equal monthly installments commencing February 29, 2024, subject to continuous service on each vesting date. |
Outstanding Equity Awards at Fiscal Year End
| 8) | The shares subject to the option vest in equal monthly installments over a period of 36 months, commencing on July 3, 2024. |
Outstanding Equity Awards at Fiscal Year End
| 9) | Dr. Grossman became our President, Chief Medical Officer in July 2023. |
Outstanding Equity Awards at Fiscal Year End
| 10) | The shares subject to the option vested as to 24,689 shares on July 17, 2024, and the remaining shares will vest in equal monthly installments over a period of 24 months commencing August 17, 2024. |
Outstanding Equity Awards at Fiscal Year End
| 11) | The shares subject to the option vested as to 24,689 shares on July 11, 2024, with the remaining shares vesting in 24 equal monthly installments thereafter. |
Outstanding Equity Awards at Fiscal Year End
| 12) | The shares subject to the option will vest in 36 monthly equal installments commencing February 29, 2024, subject to continuous service on each vesting date. |
Outstanding Equity Awards at Fiscal Year End
| 13) | The shares subject to the option vest in equal monthly installments over a period of 36 months, commencing July 3, 2024. |
Outstanding Equity Awards at Fiscal Year End
| 14) | Dr. Berman served as our Chief Executive Officer from 2022 until October 30, 2024, on which date he was appointed our Executive Chairman. On March 29, 2026, Dr. Berman resigned from the Board and from his position as Executive Chairman effective as of April 1, 2026. |
Outstanding Equity Awards at Fiscal Year End
| 15) | The shares subject to the option vest in equal monthly installments over a period of 36 months commencing on March 27, 2023. |
Outstanding Equity Awards at Fiscal Year End
| 16) | The shares subject to the option will vest in 36 equal monthly installments commencing February 29, 2024, subject to continuous service on each vesting date. |
Outstanding Equity Awards at Fiscal Year End
| 17) | The shares subject to the option vest in equal monthly installments over a period of 36 months, commencing on July 3, 2024. |
Outstanding Equity Awards at Fiscal Year End
| 18) | The shares subject to the option vest in 36 monthly equal installments beginning on February 8, 2025. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth in summary form information concerning the compensation that we paid or awarded during the year ended December 31, 2025, to each of our non-employee directors:
DIRECTOR COMPENSATION
| Name | Fees Earned Paid in Cash (1) | Stock Awards (2) | Stock Option Awards (3)(4) | Total | | Dov Goldstein, Ph.D. | $63,752 | $— | $45,270 | $109,022 | | Ann Lee, Ph.D. | $52,500 | $— | $45,270 | $97,770 | | Wilbur Ross | $40,000 | $— | $45,270 | $85,270 | | Anabella Villalobos, Ph.D. | $53,752 | $— | $45,270 | $99,022 | | Dieter Weinand | $53,252 | $— | $45,270 | $98,522 |
DIRECTOR COMPENSATION
| 1) | Board of Director fees earned or paid in cash were for calendar year 2025, representing fees earned by our non-employee directors. |
DIRECTOR COMPENSATION
| 2) | None awarded in 2025. |
DIRECTOR COMPENSATION
| 3) | In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during 2025. These amounts have been computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are described in the notes to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. This amount does not reflect the actual economic value that will be realized by the Directors upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. |
DIRECTOR COMPENSATION
| 4) | As of December 31, 2025, each of Dr. Ann Lee, Dr. Anabella Villalobos held vested and unvested stock options exercisable for an aggregate of 32,557 shares of common stock, Mr. Dieter Weinand held vested and unvested stock options exercisable for an aggregate of 25,000 shares of common stock, and Mr. Ross held vested and unvested options exercisable for an aggregate of 20,000 shares of common stock, and Mr. Dov Goldstein held vested and unvested options exercisable for an aggregate of 15,000 shares of common stock. |
DIRECTOR COMPENSATION
During fiscal year 2025, both Arun Swaminathan, our current Chief Executive Officer, and Howard Berman, our former Chief Executive Officer and former Executive Chairman, served as members of our Board and received no additional compensation for their services as members of the Board. See the section titled “Executive Compensation” for more information about Dr. Swaminathan’s and Dr. Berman’s compensation for fiscal year 2025. It is our policy to reimburse non-employee members of our Board for reasonable travel and out-of-pocket expenses incurred in attending meetings of our Board and committees of our Board.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our Board has adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Pursuant to this policy our Board members will each receive $40,000 per year ($60,000 for Chairman of the Board, so long as that position is held by a non-employee director). Any compensation to be paid under this policy may be made in stock options, at the Board’s discretion. The chair and non-chair members of the Board’s three standing committees are entitled to the following additional annual cash fees:
Non-Employee Director Compensation Policy
| | Chair Fee | Non-Chair Member Fee | | Audit Committee | $15,000 | $7,500 | | Compensation Committee | $10,000 | $5,000 | | Nominating and Governance Committee | $7,500 | $3,750 |
Non-Employee Director Compensation Policy
Our Board has also adopted an equity compensation policy pursuant to which Board members shall automatically be granted stock options to purchase 10,000 shares of our common stock upon joining the Board, and on January 1 of each year, each then serving non-employee director shall be automatically granted stock options to purchase 10,000 shares of our common stock. These stock options shall fully vest upon the one-year anniversary of their granting, have a term of ten years and shall have an exercise price equal to 100% of the fair market value of a share of common stock on the date of grant. All options to be granted under this policy will be granted pursuant to our 2021 Incentive Plan.