DEF 14A of Anaptysbio, Inc
Filed Jun 29, 2026 · FY20250001193125-26-288408
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The nominating and corporate governance committee is responsible for identifying, evaluating and recommending candidates to the Board for board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board. Candidates may come to our attention through current members of our Board, professional search firms, stockholders or other persons. The nominating and corporate governance committee will recommend to the Board for selection all nominees to be proposed by the Board for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board to fill interim director vacancies. Our Board encourages selection of directors who will contribute to the Company’s overall corporate goals. The nominating and corporate governance committee may from time to time review and recommend to the Board the desired qualifications, expertise and characteristics of directors, including such factors as business experience, diversity and personal skills in life sciences and biotechnology, finance, marketing, financial reporting and other areas that are expected to contribute to an effective Board. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board, the nominating and corporate governance committee considers these factors in the light of the specific needs of the Board at that time. In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Under our Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the nominating and corporate governance committee considers director tenure. We value diversity on a company-wide basis, but have not adopted a specific policy regarding board diversity.
Stockholder Recommendations for Nominations to the Board
Stockholder Recommendations for Nominations to the Board The nominating and corporate governance committee will consider properly submitted stockholder recommendations for candidates for our Board who meet the minimum qualifications as described above. The nominating and corporate governance committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board by complying with the procedures in Article I, Section 1.12 of our Bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the Bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary, AnaptysBio, Inc., 10770 Wateridge Circle, Suite 210, San Diego, CA 92121. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information regarding the nominee and proposing stockholder as specified in our Bylaws, and certain representations regarding the nomination. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the nominating and corporate governance committee, and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the nominating and corporate governance committee. All proposals of stockholders that are intended to be presented by such stockholder at an annual meeting of stockholders must be in writing and notice must be delivered to the Corporate Secretary at our principal executive offices not later than the close of business on the 75th day nor earlier than the close of business on the 105th day prior to the first anniversary of the preceding year’s annual meeting. Stockholders are also advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations. In addition to satisfying the foregoing requirements under the Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2027 Annual Meeting of Stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS
PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS Our Board is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class III will stand for election at this meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders to be held in 2027 and 2028, respectively. Our Class III directors, whose terms will expire at this Annual Meeting, are Mr. Renton and Mr. Schmid. At the recommendation of our nominating and corporate governance committee, our Board proposes that each of Mr. Renton and Mr. Schmid, each an incumbent Class III director, be elected as a Class III director for a three-year term expiring at the annual meeting of stockholders to be held in 2029 and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal. Each director will be elected by a plurality of the votes present in person or represented by proxy at the meeting and entitled to vote on the election of directors. This means that the two individuals nominated for election to the Board at the meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or more nominees or “WITHHOLD” your vote with respect to any or all of the individuals nominated for election to the Board. A “WITHHOLD” vote will have the same effect as an abstention. You may not cumulate votes in the election of directors. Shares represented by proxies will be voted “FOR” the election of each of the Class III nominees, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our company, determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than two directors.
Nominees to the Board
Nominees to the Board The nominees and their ages are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.
Nominees to the Board
| Name | Age | Position and Class | | Hollings Renton(1) | 79 | Director, Class III | | John P. Schmid(2) | 63 | Director, Class III |
Nominees to the Board
(1) Member of the nominating and corporate governance committee (2) Member of the compensation committee and the audit committee Hollings Renton has served as a member of our Board since June 2015. Mr. Renton previously served as the Chief Executive Officer and President of Onyx Pharmaceuticals, Inc. from 1993 to 2008 and as the chairperson of its board of directors from 2000 to 2008. Before joining Onyx Pharmaceuticals, Mr. Renton served as the President and Chief Operating Officer of Chiron Corporation, a pharmaceutical company, from 1991 to 1993, following its acquisition of Cetus Corporation. Mr. Renton served as the President of Cetus Corporation from 1990 to 1991, as Chief Operating Officer from 1987 to 1990, and as Chief Financial Officer from 1983 to 1987. Mr. Renton previously served on the board of directors of Zymeworks, Inc., a publicly traded company, from 2017 to 2024, and Portola Pharmaceuticals, Inc., a publicly traded company, from March 2010 to June 2020. Mr. Renton received his M.B.A. from the University of Michigan and his B.S. in Mathematics from Colorado State University. Our Board believes that Mr. Renton’s extensive industry experience and board memberships provide him with the qualifications and skills to serve on our Board. John P. Schmid has served as a member of our Board since June 2015. Mr. Schmid served as Chief Financial Officer of Auspex Pharmaceuticals, Inc. from September 2013 to June 2015. Before joining Auspex Pharmaceuticals, Mr. Schmid co-founded Trius Therapeutics, a publicly traded biopharmaceutical company, where he served as the Chief Financial Officer from June 2004 until its merger with Cubist Pharmaceuticals, Inc., in September 2013. Before he joined Trius Therapeutics, Mr. Schmid served as the Chief Financial Officer at Gene Formatics, Inc., a private biotechnology company, from 1998 to 2003, and at Endonetics, a private medical device company, from 1995 to 1998. Mr. Schmid currently serves as a member of the board of directors of the publicly traded company Design Therapeutics Inc., a pharmaceutical company, First Tracks Biotherapeutics, Inc., a publicly traded pharmaceutical company, Bright Peak Therapeutics, a private biotechnology company, and BlossomHill Therapeutics, Inc., a private pharmaceutical company. In the last five years, Mr. Schmid has previously served on the boards of directors of Helix Acquisition Corp. and Helix Acquisition Corp. II, both special purpose acquisition companies, Neos Therapeutics, Poseida Therapeutics, Inc., and Xeris Pharmaceuticals, all pharmaceutical companies. Mr. Schmid received his M.B.A. from the University of San Diego and his B.A. from Wesleyan University. Our Board believes that Mr. Schmid’s extensive industry experience and executive positions at multiple biopharmaceutical companies qualify him to serve on our Board.
Continuing Directors
Continuing Directors The directors who are serving or who have been appointed for terms that end following the meeting, and their ages (as of the date of this Proxy Statement), occupations and length of board service are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.
Continuing Directors
| Name | Age | Position and Class | | Daniel Faga(1) | 46 | Director, Class II | | John Orwin(2) | 61 | Director, Class II | | Oleg Nodelman(3) | 49 | Director, Class I | | Susannah Gray(4) | 66 | Director, Class I | | Owen Hughes | 51 | Director, Class I |
Continuing Directors
(1) Mr. Faga is our President and Chief Executive Officer (2) Member of the compensation committee and audit committee (3) Member of the nominating and corporate governance committee (4) Member of the audit committee Daniel Faga has served as a member of our Board since November 2021, and has served as our President and Chief Executive Officer since August 2023. Mr. Faga previously served as our Interim President and Chief Executive Officer from March 2022 to August 2023. From January 2020 to November 2021, Mr. Faga served as Chief Operating Officer at Mirati Therapeutics, responsible for leading the company’s corporate strategy, finance, legal and other business operations. Prior to joining Mirati, Mr. Faga served as the Chief Business Officer for Spark Therapeutics, Inc. from May 2016 through December 2019, where he was responsible for leading the company’s corporate strategy, portfolio and new product planning, patient advocacy, business development, alliance management, asset & program management and corporate communications functions. From July 2009 until April 2016, Mr. Faga was a Managing Director at Centerview Partners, an investment banking and advisory firm, where he served as a founding member of Centerview’s healthcare advisory practice. Prior to Centerview, Mr. Faga worked at Merrill Lynch in its healthcare investment banking group and as a management consultant in the Life Sciences Practice at PRTM. Mr. Faga earned a B.S. in Engineering from Cornell University and an M.B.A. in Health Care Management from The Wharton School at the University of Pennsylvania. Our Board believes that Mr. Faga’s extensive industry experience and executive experience provides him with the qualifications and skills to serve on our Board. Oleg Nodelman has served as a member of our Board since April 2021 and will be Chairman of our Board effective immediately following the Annual Meeting. Mr. Nodelman has served as the Founder and Portfolio Manager of EcoR1 Capital LLC, a biotech-focused investment advisory firm established in 2013, and one of our principal stockholders, since its inception. Previously, Mr. Nodelman served as a Portfolio Manager at BVF Partners from 2001 to 2012. Mr. Nodelman earned a B.S.F.S. in Science and Technology from Georgetown University, School of Foreign Service in 1999. Mr. Nodelman currently serves on the board of directors of both Galapagos NV and Zymeworks, and previously served on the board of directors of Prothena Corporation plc from 2019 to 2024, Nuvation Bio Inc. from February 2021 to December 2023 and Panacea Acquisition Corp. II from April 2020 to February 2021. Our Board believes that Mr. Nodelman’s extensive industry experience provides him with the qualifications and skills to serve on our Board. Susannah Gray has served as a member of our Board since March 2026. Ms. Gray also currently serves on the board of directors of Maravai LifeSciences Holdings, Inc., a life science company, 4D Molecular Therapeutics, Inc., a biotech company, and Theravance BioPharma, Inc., a biopharmaceutical company. Ms. Gray previously served on the board of directors of Morphic Holding, Inc. (the parent company of Morphic Therapeutic, Inc.), a biotech company, from April 2021 to August 2024 and Apria, Inc., a healthcare company, from May 2021 to March 2022, when Apria, Inc. was acquired by Owens & Minor, Inc. Ms. Gray served as the Chief Financial Officer of Royalty Pharma Management LLC (“Royalty Pharma”), a buyer of pharmaceutical royalties, from January 2005 to December 2018. Ms. Gray was promoted to Executive Vice President of Finance and Strategy in December 2018 and retired from Royalty Pharma in September 2019. Prior to Royalty Pharma, Ms. Gray served as a managing director and senior analyst covering the healthcare sector of CIBC World Markets’ high yield group from 2002 to 2004 and previously served in similar roles at Merrill Lynch and Chase Securities (predecessor of J.P. Morgan Securities). Ms. Gray holds a B.A. in Social Studies from Wesleyan University and an MBA from Columbia University. Our Board believes that Ms. Gray’s extensive executive experience in the pharmaceutical industry, as well as her financial expertise, qualify her to serve on our Board. John Orwin has served as a member of our Board and Chairman of our Board since September 2023. Mr. Orwin has been a venture partner at Samsara BioCapital, L.P., a venture capital group, since 2024, and currently serves as the chair of the board of directors of the publicly traded First Tracks Biotherapeutics, Inc., a pharmaceutical company, Nested Therapeutics, Inc., a privately held company, serves on the board of directors of Ambrosia Biosciences, Inc., a privately held company, and as executive chairman of the board of directors of Agni Bio, Inc., a privately held company. Mr. Orwin served as the President and Chief Executive Officer of Atreca, Inc. from April 2018 to June 2024. He also has served as a member of the board of directors of CARGO Therapeutics, Inc. since August 2022, and Travere Therapeutics, Inc. since March 2017. He previously served as a member of the boards of directors of Seagen, Inc. from January 2014 until its acquisition by Pfizer Inc. in December 2023 and Array BioPharma, Inc. from November 2012 to July 2019. Mr. Orwin received a B.A. in Economics from Rutgers, The State University of New Jersey and an M.B.A. from New York University. Our Board believes that Mr. Orwin’s extensive industry experience and executive positions at multiple biopharmaceutical companies qualify him to serve on our Board. Owen Hughes has served as a member of our Board since May 2026. Mr. Hughes has served as Chief Executive Officer of Xoma Royalty Corp., a publicly traded royalty aggregator, since January 2024, and prior to that served as Executive Chairman of the Board of Xoma Royalty Corp. and Interim Chief Executive Officer from January 2023 through January 2024. Mr. Hughes has served as the Chief Executive Officer of Sail Bio, Inc., a private biotechnology company focused on addressing toxic proteinopathies, a rare genetic kidney disease, since February 2022 and served as the Chief Executive Officer and co-founder of Cullinan Therapeutics, Inc. (formerly Cullinan Oncology, Inc.), a publicly-traded oncology company, from September 2017 to October 2021. Previously, Mr. Hughes served as the Chief Business Officer and Head of Corporate Development at Intarcia Therapeutics, Inc., a biotechnology company focused on type II diabetes, from February 2013 to August 2017. Prior to his operating roles, Mr. Hughes spent 16 years on Wall Street in various capacities, including roles at Brookside Capital, an operating division of Bain Capital, and Pyramis Global Advisors, a Fidelity Investments Company. Mr. Hughes has served as the Chairman of the Board of Ikena Oncology, Inc., a formerly publicly-traded oncology company, since December 2022 and as a member of the Board of Directors of C4 Therapeutics, a publicly traded biopharmaceutical company, since December 2023. Mr. Hughes served on the Board of Radius Health, Inc., a formerly publicly-traded biopharmaceutical company, from April 2013 to August 2022, until its sale to Gurnet Point Capital and Patient Square Capital; Translate Bio, Inc., a messenger RNA therapeutics company, from July 2016 until its acquisition by Sanofi in September 2021; and FS Development Corp. II, a special purpose acquisition company sponsored by Foresite Capital, from February 2021 to December 2021. Mr. Hughes received a B.A. in History from Dartmouth College. Our Board believes that Mr. Hughes’ extensive executive experience in the pharmaceutical industry, in particular in the royalty financing space, qualifies him to serve on our Board. There are no familial relationships among any of our directors and executive officers.
Non-Employee Director Compensation
Non-Employee Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board in the year ended December 31, 2025. Mr. Faga is not paid any fees or other compensation for services as a member of our Board. For Mr. Faga’s compensation as our President and Chief Executive Officer, see the section below entitled “Executive Compensation.”
Non-Employee Director Compensation
| Name(1) | Fees Earned or Paid in Cash ($) | Option Awards(2) ($) | Stock Awards(2) ($) | Total ($) | | Dennis Fenton, Ph.D. (3) | $65,000 | $180,808 | $89,425 | $335,233 | | Rita Jain, M.D. (3) | $46,750 | $180,808 | $89,425 | $316,983 | | Magda Marquet, Ph.D. (3) | $50,000 | $180,808 | $89,425 | $320,233 | | John Orwin | $100,000 | $180,808 | $89,425 | $370,233 | | John P. Schmid | $66,750 | $180,808 | $89,425 | $336,983 | | J. Anthony Ware, M.D. (3) | $70,000 | $180,808 | $89,425 | $340,233 | | Oleg Nodelman | $— | $— | $— | $— | | Hollings Renton | $50,000 | $180,808 | $89,425 | $320,233 |
Non-Employee Director Compensation
As of December 31, 2025, Dr. Fenton held outstanding options to purchase 92,327 shares of common stock and 6,030 RSUs (as defined below); Dr. Jain held outstanding options to purchase 51,635 shares of common stock and 7,330 RSUs; Dr. Marquet held outstanding options to purchase 75,604 shares of common stock and 6,030 RSUs; Mr. Nodelman did not hold outstanding options to purchase shares of common stock or RSUs; Mr. Orwin held outstanding options to purchase 46,391 shares of common stock and 7,330 RSUs; Mr. Renton held outstanding options to purchase 101,820 shares of common stock and 6,030 RSUs; Mr. Schmid held outstanding options to purchase 101,820 shares of common stock and 6,030 RSUs; and Dr. Ware held outstanding options to purchase 126,085 shares of common stock and 6,030 RSUs. (2) The amounts reported in the Option Awards and the Stock Awards columns represent the grant date fair value of such awards granted to the directors during the year ended December 31, 2025 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 8 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Note that the amounts reported in this column reflect the accounting cost for these stock options and RSUs, and do not correspond to the actual economic value that may be received by our directors from the options. (3) Dr. Fenton, Dr. Jain and Dr. Marquet resigned as directors on April 20, 2026. Dr. Ware resigned as a director on April 23, 2026. Our compensation arrangements for non-employee directors are reviewed periodically by our compensation committee and our Board. In addition, Alpine Rewards provided a competitive analysis of director compensation levels, practices and design features as compared to the general market as well as to our compensation peer group. Based on this analysis, there were no changes in compensation for 2025. Cash Compensation Pursuant to our non-employee director compensation policy each of our non-employee directors is provided with an annual cash compensation. Cash compensation is paid quarterly in arrears, and is prorated for partial service during a quarter. The table below summarizes the cash compensation of our non-employee directors for 2025 pursuant to our director compensation policy, as well as the changes from 2024.
Non-Employee Director Compensation
| | 2024 | 2025 | | Retainer | $40,000 | $40,000 | | Audit Committee Chair | $20,000 | $20,000 | | Audit Committee Member | $10,000 | $10,000 | | Compensation Committee Chair | $15,000 | $15,000 | | Compensation Committee Member | $6,750 | $6,750 | | Nomination and Governance Committee Chair | $10,000 | $10,000 | | Nomination and Governance Committee Member | $5,000 | $5,000 | | R&D Committee Chair | $15,000 | $15,000 | | R&D Committee Member | $10,000 | $10,000 | | Non-Executive Chair | $35,000 | $35,000 |
Non-Employee Director Compensation
Equity Compensation Our non-employee director compensation policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under our non-employee director compensation policy, each non-employee director will be eligible to receive the following amounts for their service on our Board: Initial Stock Option Grant. Each new non-employee director receives a stock option to purchase 16,510 shares of common stock and 6,030 RSUs, as well as a prorated annual equity grant. Annual Stock Option Grants. Each of our non-employee directors generally receives an annual stock option grant in January to purchase 16,510 shares of common stock and 6,030 RSUs. All equity awards held by our non-employee directors will accelerate in full upon a change in control. OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED CLASS III DIRECTORS.
What We Do
What We Do • Maintain an Independent Compensation Committee. Our compensation committee consists solely of independent directors who establishes our compensation practices. Retain an Independent Compensation Advisor. Our compensation committee has engaged its own compensation consultant to provide information, analysis, and other advice on executive compensation independent of management. In 2025, the compensation committee continued its engagement with Alpine Rewards as its independent compensation consultant. Alpine Rewards did not perform any other consulting or other services for us in 2025. Annual Executive Compensation Review. Our compensation committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. Compensation At-Risk. Our executive compensation program is designed so that a significant portion of each of our named executive officer’s compensation is “at-risk” based on corporate performance against pre-specified annual goals, as well as equity-based, to align the interests of our executive officers and stockholders. • Use a “Pay-for-Performance” Philosophy. The majority of our named executive officers’ compensation is directly linked to corporate performance through short-term performance-based annual bonuses and long-term equity awards, including certain corporate performance-based equity awards; We also structure their target total direct compensation opportunities with a strong emphasis on the long-term equity component, thereby making a substantial portion of each named executive officer’s target total direct compensation dependent upon our stock price performance. • Succession Planning. On an as-needed basis, our Board, with input from the nominating and corporate governance committee, reviews the risks associated with our named executive officer positions to ensure adequate succession plans are in place. • Clawback Policy. Our executive officers are subject to a compensation recovery “clawback” policy that provides for the recovery of excess incentive-based compensation in the event we are required to restate our financial statements.
Executive Compensation Philosophy & Objectives
Executive Compensation Philosophy & Objectives The principal objectives of our executive compensation program, policies, and practices are to: • offer competitive compensation which enables us to attract and retain high-caliber executives; reward the achievement of our business objectives by directly linking annual bonuses to the achievement of objectives that build long-term stockholder value; recognize both corporate and individual performance by providing opportunities for career advancement and opportunities for above-median short-term and long-term compensation based on measurable corporate and individual performance; and align the interests of our executives with those of our stockholders by incentivizing and rewarding the creation of stockholder value. Our compensation committee believes an appropriate, well-designed compensation program should align executive interests with the drivers of growth and stockholder returns by supporting the achievement of our primary business goals. Further, the compensation program must enable us to attract and retain employees whose talents, expertise and leadership can drive our success and sustained growth in long-term stockholder value. Our executive compensation program has reflected our industry and life-cycle stage, including the fact that we are a biotechnology company whose product candidates are in pre-clinical and clinical development and remain subject to regulatory approval. As a result, our revenues have been limited. Our historical compensation programs have focused on long-term incentive compensation in the form of equity awards relative to cash compensation. This approach seeks to place a substantial portion of executive compensation at risk by rewarding our named executive officers, in a manner comparable to our stockholders, for achieving our business and financial objectives. In addition, we have a performance-oriented compensation philosophy focused on creating long-term value. Our executive compensation program is heavily weighted toward variable, at-risk performance-based bonuses, long-term equity awards, and performance-based equity awards. We maintain an annual performance-based cash bonus plan for our named executive officers. Payments under this cash bonus plan are based primarily on our level of achievement of pre-established corporate performance goals to tie compensation of our named executive officers to achievement of key corporate objectives, which will ultimately create stockholder value. We also provide long-term equity awards to motivate our named executive officers in a manner that directly aligns their interest with our long-term strategic direction and the interests of our stockholders, as well as providing our executive officers with an incentive to remain with us as their equity awards vest. When considering the total variable pay-mix for our executive officers, we seek to design and implement a competitive executive compensation program that combines both cash and incentive elements based on annual performance objectives and long-term equity elements that will be flexible and complementary to meet our compensation objectives. Our compensation committee has not adopted any formal policies or guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. The factors taken into account by our compensation committee in setting the level of fixed and variable cash compensation and non-cash compensation are described in greater detail below in “Compensation-Setting Process” and “Compensation Elements.”
Updated Competitive Positioning
Updated Competitive Positioning During 2024, our compensation committee directed Alpine Rewards to refresh our compensation peer group for 2025. In evaluating the companies to comprise the compensation peer group at that time, Alpine Rewards considered the following criteria: (i) biotechnology and pharmaceutical companies with therapeutic similarity in inflammation, immune-oncology, and other antibody-based therapies; (ii) with lead drugs in phase II or III or pending approval; (iii) ~50 - ~250 employees (~0.5 to ~2.5 of our current headcount); and (iv) a market capitalization of 0.33x to 3.0x our market capitalization. Based on a review of the analysis prepared by Alpine Rewards in December 2024, our compensation committee approved an updated compensation peer group, referred to as the 2025 peer group, consisting of the following companies:
Updated Competitive Positioning
| Allogene Therapeutics | Centessa Pharmaceuticals | Kura Oncology | | ALX Oncology | IGM Biosciences | Kymera Therapeutics | | Apogee Therapeutics | iTeos Therapeutics | Pilant Therapeutics | | Arcellx | Janux Therapeutics | Replimune Group | | Astria Therapeutics | Jasper Therapeutics | Xencor |
Updated Competitive Positioning
Our compensation committee used the 2025 peer group as a reference in December 2024 for its compensation decisions regarding 2025. The compensation practices of the peer group were the primary guide used by our compensation committee to compare the competitiveness of each compensation element and overall compensation levels (base salary, target annual cash bonus opportunities, and long-term incentive compensation) for purposes of decisions relating to compensation. Our compensation committee reviews our compensation peer group each year (or more frequently if there have been significant changes to either our business model or market capitalization) and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.
Base Salary
Base Salary Base salary represents the fixed portion of the compensation of our named executive officers and is an important element of compensation intended to attract and retain highly-talented individuals by providing an amount of fixed pay that compensates executives for their scope of responsibility, skill-level and performance. In December 2024, our compensation committee reviewed the base salaries of our named executive officers, taking into consideration a competitive market analysis prepared by its compensation consultant using the then-current peer group and the other factors described in “Compensation-Setting Process” above. Following this review, our compensation committee approved base salary increases for each of our named executive officers, effective January 1, 2025, to bring their base salaries to levels that were comparable to those of similarly-situated executives at the companies in our compensation peer group. The base salaries paid to our named executive officers during 2025 are set forth in the “Executive Compensation 2025 Summary Compensation Table” below.
Annual Performance-Based Cash Bonuses
Annual Performance-Based Cash Bonuses We use an annual performance-based cash bonus plan to motivate our employees, including our named executive officers, to achieve our key annual corporate business objectives. In December 2024, our compensation committee and Board adopted an annual cash bonus plan for 2025 (the “2025 Cash Bonus Plan”) to provide financial incentives related to the achievement of principal goals set forth in our 2025 annual operating plan. The 2025 Cash Bonus Plan provided for bonus payments to be funded based on our level of achievement with respect to corporate performance goals (as described below). For purposes of the 2025 Cash Bonus Plan, cash bonus payments were based upon a specific percentage of each participant’s base salary. In December 2024, our compensation committee reviewed the target annual cash bonus opportunities of our named executive officers, taking into consideration the factors described in “Compensation-Setting Process” above and approved the target annual cash bonus opportunities for each of the named executive officers. The table below shows the 2025 target annual cash bonus opportunities for our named executive officers, expressed as a percentage of base salary, which targets remain unchanged from 2024:
Annual Performance-Based Cash Bonuses
| Named Executive Officer | 2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | | Daniel Faga | 60% | | Paul Lizzul, M.D., Ph.D. | 40% | | Dennis Mulroy | 40% |
Corporate Performance Goals
Corporate Performance Goals Participants in the 2025 Cash Bonus Plan were eligible to receive a bonus payment based upon the attainment of one or more corporate performance goals that were selected and approved by our compensation committee and which related to financial and operational metrics that were important to us. The corporate performance component of the 2025 Cash Bonus Plan was to be funded based on our actual results for the year as evaluated against these performance goals and account for 100% of the NEOs total bonus opportunity. In December 2024, our compensation committee and Board approved corporate performance goals in each of the following categories for purposes of the 2025 Cash Bonus Plan: i Rosnilimab RA - (a) Read out RA Phase 2b top-line results in Q1 2025 and (b) Enable Phase 3 development plan; ii Rosnilimab UC - (a) Read out UC Phase 2 top-line results by Q4 2025 and (b) Enable Phase 3 development plan; iii Early Portfolio and Expansion - (a) ANB033 (CD122 antagonist): on track to read out top-line Phase 1b results in celiac disease in 2026; (b) ANB101 (BDCA2 modulator): on track for Phase 1 results in 2026; (c) conduct certain business development activities; iv Capitalization - Manage operating expenses within approved budget, extend cash runway, conduct certain business development activities; and v Organizational Talent and Culture - Retain, develop and recruit leadership to support future growth expectations and ensure consistent company culture, vision and values. Each corporate performance goal was evaluated and selected according to our compensation committee’s assessment of its relative importance to the execution of our annual business plan. Our primary focus was on our clinical development and research programs, as they are key drivers of our business. We allocated the remainder of the bonus opportunity to managing operations such as finance, retaining, developing and recruiting leadership to support future growth, and ensuring consistent company culture, which are also necessary for the execution of our business plan. For purposes of the 2025 Cash Bonus Plan, our compensation committee reserved the discretion to consider the level of achievement of a particular performance goal, or other corporate achievements during 2025 when determining the actual funding level for the plan. This discretion enables our executive officers to focus on the pre-established corporate goals, while also providing flexibility for our executive officers to be nimble in responding to new developments and setbacks, which is necessary for the execution of our business plan. In December 2025, our compensation committee reviewed performance against the corporate goals. Our compensation committee recognized the effective execution and significant progress made on certain critical business goals, including the advancement of clinical programs and the achievement of internal research goals and those related to our partnered programs; however, our compensation committee also acknowledged the achievement of a positive stockholder return in 2025. Accordingly, our compensation committee recommended and our Board determined that our corporate goals were achieved at 110% of target. The 2025 bonuses earned by our named executive officers are set forth in “Executive Compensation 2025 Summary Compensation Table” below.
Long-Term Incentive Compensation
Long-Term Incentive Compensation Our long-term, equity-based incentive awards are designed to align the interests of our named executive officers with the interests of our stockholders. Because vesting of our equity awards is generally subject to continued service over a period of several years following the date of grant, our equity-based incentives also serve as a retention device for our named executive officers. We generally provide initial equity-based incentive awards in connection with the commencement of employment of our named executive officers as an inducement to commencement of employment. We award annual equity-based incentive awards at or shortly following the end of each year. Awards are subject to vesting over a period of multiple years to provide long-term incentives to deliver sustained stockholder value and to facilitate retention. From time to time, we may also grant awards with performance-based metrics to incentivize and reward targeted corporate goals. The compensation committee believes that a combination of stock options and RSUs, each with multi-year vesting, provide a balance of incentive and retention and, accordingly, are the most effective compensation strategy for us at this time. The compensation committee views stock options as inherently performance-based compensation that provides a direct link between executive pay and stockholder return, as the value realized, if any, by the executive, is dependent upon, and directly proportionate to, appreciation in stock price over the exercise period and throughout the remaining term prior to exercise. Additionally, stock options will not provide value to the holder if the value of our stock price does not increase after the award is granted. RSUs are a common incentive used by many of our talent competitors, and provide retentive value to executives, particularly during any periods of stock price volatility. For our 2025 executive long-term incentive mix, the compensation committee determined, in consultation with its compensation consultant, to again include stock options and RSUs. Typically, we have granted equity-based awards of our common stock to our named executive officers as part of our compensation committee’s annual review of executive compensation. To date, our compensation committee has not applied a rigid formula in determining the size of these equity awards. Instead, our compensation committee determines the amount of the equity award for each named executive officer after taking into consideration a compensation analysis performed by its compensation consultant using market data, the equity award recommendations of our Chief Executive Officer (except with respect to his own award), the amount of equity compensation held by the named executive officer (including the current economic value of his or her unvested equity and the ability of these unvested holdings to satisfy our retention objectives), and the factors described in “Compensation-Setting Process” above. The impact of the Spin-Off on our executive compensation program is described below under “Impact of the 2026 Spin‑Off on Named Executive Officers and Executive Compensation Arrangements.”
2025 “Refresh” Equity Awards
2025 “Refresh” Equity Awards In January 2025, based upon the considerations and analysis described above, our compensation committee determined to grant options to purchase shares of our common stock and RSUs to our named executive officers in amounts that it considered to be consistent with our compensation philosophy and its desired market positioning and which also recognized the performance of each of our named executive officers. The stock options and RSUs granted to our named executive officers in January 2025 were as follows:
2025 “Refresh” Equity Awards
| Named Executive Officer | Number of Shares Underlying Stock Options (1) (#) | Number of RSUs(2) (#) | | Daniel Faga | 305,500 | 107,350 | | Paul Lizzul, M.D., Ph.D. | 97,200 | 34,100 | | Dennis Mulroy | 76,400 | 26,800 |
2025 “Refresh” Equity Awards
The options to purchase shares of our common stock vest and become exercisable over a four-year period, with 25% of the shares of our common stock subject to the options vesting on the first anniversary of the date of grant and 1/48th of the shares of our common stock subject to the options vesting in equal monthly installments thereafter, contingent upon the named executive officer remaining continuously employed by us through each applicable vesting date. (2) The RSUs vest in annual equal installments over four years, contingent upon the named executive officer remaining continuously employed by us through each applicable vesting date.
2024 Share Price-Based Performance RSUs
2024 Share Price-Based Performance RSUs In July 2024, after undertaking a comprehensive review and analysis with Compensia, our former independent compensation consultant, our compensation committee determined to grant contingent Performance Stock Units (the “2024 PSUs”) to our named executive officers, with each performance stock unit (“PSU”) representing a contingent right to receive one share of common stock upon the achievement of $50, $75, and $100 share price, which is approximately a 100%, 200% and 300% price increase above the share price at time of grant. At the time of grant, our 30-day average closing price was $26.29 per share. The 2024 PSUs have the potential to provide meaningful compensation to our executives, but only if they deliver exceptional performance that creates significant returns for the stockholders. The 2024 PSUs were designed to incentivize significant and sustained out performance, with vesting only occurring at stock price targets significantly above our historical stock price and such targets must be satisfied over a 60-trading day average. Moreover, 2024 PSUs were designed to drive our strategic direction and value creation over the long-term by encouraging leadership continuity and collaboration and motivating the executives with equity that rewards them for providing sustained meaningful increases in stockholder value. The PSUs have a four-year performance period and are divided into three equal tranches, with each tranche eligible to vest based on the achievement, within the performance period, of certain share price targets. If a share price target is achieved, the PSUs allocated to such share price target shall become eligible to vest (the “Eligible PSUs”) with (i) 50% of the Eligible PSUs vesting on the one-year anniversary of the later to occur of the date our compensation committee determines achievement of a share price target and July 1, 2025 (such later date the “Service Vesting Commencement Date”) and (ii) the remaining 50% of the Eligible PSUs vesting on the two-year anniversary of the Service Vesting Commencement Date. As of December 31, 2025, none of the share price targets were achieved and none of the PSUs were eligible to vest. As of March 2026, the $50 share price target was achieved and the applicable tranche of PSUs was earned and was converted into time-based RSUs vesting such that 50% of such tranche will vest on March 12, 2027 and 50% of such tranche will vest on March 12, 2028. The impact of the Spin-Off on our executive compensation program, including on our PSUs, is described below under “Impact of the 2026 Spin‑Off on Named Executive Officers and Executive Compensation Arrangements.”
Impact of the 2026 Spin‑Off on Named Executive Officers and Executive Compensation Arrangements
Impact of the 2026 Spin‑Off on Named Executive Officers and Executive Compensation Arrangements On April 20, 2026, we completed the previously announced Spin-Off. The following briefly describes the executive officer transitions and compensatory changes occurring in connection with the Spin-Off. Spin-Off Named Executive Officer Transitions Following the Spin-Off, Daniel Faga was our only executive officer. On April 20, 2026, we entered into a consulting agreement with Daniel Faga (the “Faga Consulting Agreement”), pursuant to which Mr. Faga will be engaged as a consultant to serve as Chief Executive Officer of the Company at least through January 15, 2027. Under the Faga Consulting Agreement, we agreed to pay Mr. Faga $100 per month in exchange for such consulting services. Mr. Faga’s outstanding equity awards will continue vesting pursuant to their terms during his consultancy, and Mr. Faga remains eligible for accelerated vesting in the event he is terminated prior to January 15, 2027. On March 26, 2026, we entered into a transition and separation agreement with Dennis Mulroy (the “Mulroy Separation Agreement”), which was effective upon the Spin-Off. The Mulroy Separation Agreement provides that, among other things, the Mulroy Employment Agreement (as defined below) was terminated effective as of the Spin-Off, and in exchange for executing a general release of claims in favor of the Company, Mr. Mulroy received a lump sum payment equal to nine months of base pay and reimbursement for his COBRA premiums for a period of 9 months. In connection with the Spin-Off, Paul Lizzul’s employment as our Chief Medical Officer ceased. Treatment of Equity in Spin-Off In connection with the Spin-Off, each of our outstanding equity awards, including the outstanding equity awards held by our NEOs as of the Spin-Off, were treated as follows: Options. Each outstanding option was converted into (i) an adjusted AnaptysBio option covering the same number of shares and (ii) a new First Tracks Biotherapeutics option covering a number of shares equal to the original share number multiplied by the distribution ratio (which was 1:1). The aggregate exercise price was allocated between the two options based on the respective first closing prices of AnaptysBio common stock and First Tracks Biotherapeutics common stock following the Spin-Off. The new First Tracks Biotherapeutics options were issued under the First Tracks Biotherapeutics 2026 Equity Incentive Plan (the “2026 Plan”) on substantially similar terms and conditions as the original AnaptysBio options, including vesting, except that references to AnaptysBio were adjusted to refer to First Tracks Biotherapeutics. Restricted Stock Units. Each holder of our RSUs received one First Tracks Biotherapeutics RSU for every AnaptysBio RSU and continues to hold the original AnaptysBio RSU in accordance with the applicable award agreement. The First Tracks Biotherapeutics RSUs were issued under the 2026 Plan on substantially similar terms and conditions as the original AnaptysBio RSUs, including vesting, except that references to AnaptysBio were adjusted to refer to First Tracks Biotherapeutics. Performance Stock Units. Outstanding PSUs that related to the $75 and $100 stock-price hurdles were cancelled and replaced with new PSUs covering shares of First Tracks Biotherapeutics common stock equal in value to the cancelled awards, rounded down to the nearest whole share. The replacement PSUs are subject to substantially equivalent terms and conditions as the cancelled PSUs, except that the stock-price hurdles were equitably adjusted to retain the same ratio relative to the First Tracks Biotherapeutics stock price following the Spin-Off as the original hurdles bore to our stock price prior to the Spin-Off, and performance will be measured based on the First Tracks Biotherapeutics stock price. Change in Control. If, following the Spin-Off, a change in control of AnaptysBio occurs, all outstanding AnaptysBio equity awards as of the Spin-Off shall accelerate and vest “single-trigger”.
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our named executive officers for services rendered during the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation ($) | Total ($) | | Daniel Faga | 2025 | 706,011 | 1,592,001 | 3,345,653 | 465,968 | 24,310(4) | 6,133,943 | | President and Chief Executive Officer and Director | 2024 | 685,448 | 6,889,127(3) | 5,723,455 | 308,452 | 23,810(4) | 13,630,292 | | Paul Lizzul | 2025 | 545,754 | 505,703 | 1,064,476 | 221,031 | 28,413(6) | 2,365,377 | | Chief Medical Officer | 2024 | 529,859 | 2,128,976(5) | 1,741,973 | 158,958 | 23,742(6) | 4,583,508 | | Dennis Mulroy(8) | 2025 | 510,070 | 397,444 | 836,687 | 224,431 | 39,295(8) | 2,007,927 | | Chief Financial Officer | 2024 | 495,213 | 1,196,600(7) | 1,368,672 | 148,564 | 29,858(8) | 3,238,907 |
Summary Compensation Table
(1) The amounts reported in the Option Awards and Stock Awards columns represent the grant date fair value of the stock options, RSUs, and PSUs granted to the named executive officers during the years ended December 31, 2025 and 2024 as computed in accordance with ASC Topic 718. The grant date fair value of the 2024 PSUs is estimated based upon the expected achievement of the performance metric specified in the PSU Agreement as of the grant date, using a Monte Carlo simulation. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 8 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Note that the amounts reported in these columns reflect the accounting cost for these stock options, RSUs, and PSUs, and do not correspond to the actual economic value that may be received by our named executive officers from such awards. (2) The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the annual cash bonuses paid under our annual cash bonus plan. (3) In addition to time-vesting RSUs, includes $3,949,862 related to PSUs granted to Mr. Faga during the year ended December 31, 2024, contingent on achieving a $50, $75, and $100 share price. (4) Includes 401(k) matching contributions and group term life insurance premiums paid on behalf of Mr. Faga. (5) In addition to time-vesting RSUs, includes $1,234,334 related to PSUs granted to Dr. Lizzul during the year ended December 31, 2024, contingent on achieving a $50, $75, and $100 share price. (6) Reflects 401(k) matching contributions and group term life insurance premiums paid on behalf of Dr. Lizzul. (7) In addition to time-vesting RSUs, includes $493,728 related to PSUs granted to Mr. Mulroy during the year ended December 31, 2024, contingent on achieving a $50, $75, and $100 share price. (8) Reflects 401(k) matching contributions and group term life insurance premiums paid on behalf of Mr. Mulroy.
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of our named executive officers, information regarding outstanding stock options, RSUs and PSUs held as of December 31, 2025. This table does not take into account the treatment of outstanding equity awards in 2026 in connection with the Spin-Off. See “Impact of the 2026 Spin-Off on Named Executive Officers and Executive Compensation Arrangements - Treatment of Equity in Spin-Off” above for more information.
Outstanding Equity Awards at Fiscal Year-End Table
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Daniel Faga(3) | 11/26/2021 | 2,321 | — | 31.12 | 11/25/2031 | | | | | | | 11/26/2021 | 11,000 | — | 31.12 | 11/25/2031 | | | | | | | 02/10/2022 | 9,200 | — | 30.44 | 02/09/2032 | | | | | | | 01/06/2023 | | | | | 35,700 | 1,730,736 | | | | | 01/06/2023 | 142,115 | 52,785 | 23.23 | 01/05/2033 | | | | | | | 01/03/2024 | 181,901 | 197,719 | 21.19 | 01/02/2034 | | | | | | | 01/03/2024 | | | | | 104,032 | 5,043,471 | | | | | 07/22/2024 | | | | | | | 160,000 | 7,756,800 | | | 01/07/2025 | | | | | 107,350 | 5,204,328 | | | | | 01/07/2025 | — | 305,500 | 14.83 | 01/06/2035 | | | | | | Paul Lizzul (4) | 07/30/2020 | 83,500 | — | 18.50 | 07/29/2030 | | | | | | | 02/10/2021 | 45,000 | — | 29.70 | 02/09/2031 | | | | | | | 02/10/2021 | 10,000 | — | 29.70 | 02/09/2031 | | | | | | | 02/10/2022 | 67,083 | 2,917 | 30.44 | 02/09/2032 | | | | | | | 12/15/2022 | 15,000 | — | 28.64 | 12/14/2032 | | | | | | | 01/06/2023 | | | | | 12,290 | 595,819 | | | | | 01/06/2023 | 48,905 | 18,165 | 23.23 | 01/05/2033 | | | | | | | 01/03/2024 | 55,363 | 60,177 | 21.19 | 01/02/2034 | | | | | | | 01/03/2024 | | | | | 31,665 | 1,535,119 | | | | | 07/22/2024 | | | | | | | 50,000 | 2,424,000 | | | 01/07/2025 | | | | | 34,100 | 1,653,168 | | | | | 01/07/2025 | — | 97,200 | 14.83 | 01/06/2035 | | | | | | Dennis Mulroy(5) | 07/13/2020 | 60,600 | — | 20.16 | 07/12/2030 | | | | | | | 02/10/2021 | 45,000 | — | 29.70 | 02/09/2031 | | | | | | | 02/10/2021 | 10,000 | — | 29.70 | 02/09/2031 | | | | | | | 02/10/2022 | 67,083 | 2,917 | 30.44 | 02/09/2032 | | | | | | | 12/15/2022 | 15,000 | — | 28.64 | 12/14/2032 | | | | | | | 01/06/2023 | 41,752 | 15,508 | 23.23 | 01/05/2033 | | | | | | | 01/06/2023 | | | 23.23 | | 10,490 | 208,331 | | | | | 01/03/2024 | 43,499 | 47,281 | 21.19 | 01/02/2034 | | | | | | | 01/03/2024 | | | | | 24,877 | 439,171 | | | | | 07/22/2024 | | | | | | | 20,000 | 969,600 | | | 01/07/2025 | | | | | 26,800 | 1,299,264 | | | | | 01/07/2025 | — | 76,400 | 14.83 | 01/06/2035 | | | | |
Outstanding Equity Awards at Fiscal Year-End Table
Except where otherwise noted, the underlying shares of each option vest over four years, with 1/4 of the underlying shares vesting on the first calendar anniversary of the grant date and, thereafter, 1/48 of the underlying shares vest on the same day of each succeeding calendar month, subject to the optionee’s employment through each applicable vesting date, such that 100% of the underlying shares will have vested on the fourth calendar anniversary of the grant date. (2) Based on the closing price of our common stock on December 31, 2025, the last trading date of 2025, of $48.48. The options vest as to their underlying shares as follows: (i) the shares underlying the 2,321 options granted on November 26, 2021 have fully vested; (ii) the 11,000 shares underlying the option granted on November 26, 2021 have fully vested; (iii) the 9,200 shares underlying the option granted on February 10, 2022 have fully vested; (iv) of the 194,900 shares underlying the option granted on January 6, 2023, 1/4 vested on January 6, 2024, and 1/48 vest on the sixth of each succeeding calendar month, starting February 6, 2024; (v) of the shares underlying the 71,400 RSUs granted on January 6, 2023, 1/4 vested on January 6, 2024 and 1/4 vest annually thereafter; (vi) of the 379,620 shares underlying the option granted on January 3, 2024, 1/4 vested on January 3, 2025 and 1/48 vest on the third of each succeeding calendar month, starting February 3, 2025; (vii) of the shares underlying the 138,710 RSUs granted on January 3, 2024, 1/4 vested on January 3, 2025 and 1/4 vest annually thereafter; (viii) of the shares underlying the 160,000 PSUs granted on July 22, 2024, 50% will vest on the later of the one-year anniversary of the achievement of the applicable performance metric or July 1, 2026 and 50% will vest on the two-year anniversary of the achievement of the applicable performance metric (but no later than July 1, 2028), with the applicable performance metrics described above in the section entitled “-2024 Share Price-Based Performance RSUs”; (ix) of the 305,500 shares underlying the option granted on January 7, 2025, 1/4 vested on January 7, 2026 and 1/48 will vest on the seventh day of each succeeding calendar month, starting February 7, 2026; and (x) of the shares underlying the 107,350 RSUs granted on January 7, 2025, 1/4 vested on January 7, 2026 and 1/4 vest annually thereafter. If we experienced a change in control in 2025 and Mr. Faga experienced a qualifying termination, Mr. Faga is eligible for certain accelerated vesting as described below under “-Potential Payments upon Termination or Change in Control.” The options vest as to their underlying shares as follows: (i) the shares underlying the 10,000 options granted on February 10, 2021 have fully vested; (ii) the 83,500 shares underlying the option granted on July 30, 2020 have fully vested; (iii) of the 45,000 shares underlying one of the options granted on February 10, 2021, 1/4 vested on February 10, 2022, and 1/48 vest on the tenth day of each succeeding calendar month, starting March 10, 2022; (iv) of the 70,000 shares underlying the options granted on February 10, 2022, 1/4 vested on February 10, 2023, and 1/48 vest on the tenth day of each succeeding calendar month, starting March 10, 2023; (v) 15,000 shares underlying one of the options granted on December 15, 2022 vested upon achievement of certain performance conditions; (vi) of the 67,070 shares underlying the option granted on January 6, 2023, 1/4 vested on January 6, 2024, and 1/48 vest on the sixth of each succeeding calendar month, starting February 6, 2024; (vii) of the shares underlying the 24,580 RSUs granted on January 6, 2023, 1/4 vested on January 6, 2024 and 1/4 vest annually thereafter; (viii) of the 115,540 shares underlying the option granted on January 3, 2024, 1/4 vested on January 3, 2025 and 1/48 will vest on the third day of each succeeding calendar month, starting February 3, 2025; (ix) of the shares underlying the 42,220 RSUs granted on January 3, 2024, 1/4 vested on January 3, 2025 and 1/4 vest annually thereafter; (x) the shares underlying the 50,000 PSUs granted on July 22, 2024, 50% will vest on the later of the one-year anniversary of the achievement of the applicable performance metric or July 1, 2026 and 50% will vest on the two-year anniversary of the achievement of the applicable performance metric (but no later than July 1, 2028),with the applicable performance metrics described above in the section entitled “-2024 Share Price-Based Performance RSUs”; (xi) of the 97,200 shares underlying the option granted on January 7, 2025, 1/4 vested on January 7, 2026 and 1/48 will vest on the seventh day of each succeeding calendar month, starting February 6, 2026; and (xii) of the shares underlying the 34,100 RSUs granted on January 7, 2025, 1/4 vested on January 7, 2026 and 1/4 vest annually thereafter. If we experienced a change in control in 2025 and Dr. Lizzul experienced a qualifying termination, Dr. Lizzul is eligible for certain accelerated vesting as described below under “-Potential Payments upon Termination or Change in Control.” The options vest as to their underlying shares as follows: (i) the shares underlying the 10,000 options granted on February 10, 2021 have fully vested; (ii) the 60,600 shares underlying the option granted on July 13, 2020 have fully vested; (iii) of the 45,000 shares underlying one of the options granted on February 10, 2021, 1/4 vested on February 10, 2022, and 1/48 vest on the tenth day of each succeeding calendar month, starting on March 10, 2022; (iv) of the 70,000 shares underlying the options granted on February 10, 2022, 1/4 vested on February 10, 2023, and 1/48 vest on the tenth day of each succeeding calendar month, starting March 10, 2023; (v) 15,000 shares underlying one of the options granted on December 15, 2022 vested upon achievement of certain performance conditions; (vi) of the 57,260 shares underlying the option granted on January 6, 2023, 1/4 vested on January 6, 2024, and 1/48 vest on the sixth of each succeeding calendar month, starting February 6, 2024; (vii) of the shares underlying the 20,980 RSUs granted on January 6, 2023, 1/4 vested on January 6, 2024 and 1/4 vest annually thereafter; (viii) of the 90,780 shares underlying the option granted on January 3, 2024, 1/4 vested on January 3, 2025 and 1/48 will vest on the third day of each succeeding calendar month, starting February 3, 2025; (ix) of the shares underlying the 33,170 RSUs granted on January 3, 2024, 1/4 vested on January 3, 2025 and 1/4 vest annually thereafter; (x) the shares underlying the 20,000 PSUs granted on July 22, 2024, 50% will vest on the later of the one-year anniversary of the achievement of the applicable performance metric or July 1, 2026 and 50% will vest on the two-year anniversary of the achievement of the applicable performance metric (but no later than July 1, 2028), with the applicable performance metrics described above in the section entitled “-2024 Share Price-Based Performance RSUs”; (xi) of the 76,400 shares underlying the option granted on January 7, 2025, 1/4 vested on January 7, 2026 and 1/48 will vest on the seventh day of each succeeding calendar month, starting February 6, 2026; and (xii) of the shares underlying the 26,800 RSUs granted on January 7, 2025, 1/4 vested on January 7, 2026 and 1/4 vest annually thereafter. If we experienced a change in control in 2025 and Mr. Mulroy experienced a qualifying termination, Mr. Mulroy is eligible for certain accelerated vesting as described below under “-Potential Payments upon Termination or Change in Control.”
Pay-Versus-Performance
| Pay-Versus-Performance | | | | | | | | Year(1) (a) | Summary Compensation Table Total for PEO 1 (Faga) (2) (b) | Compensation Actually Paid for PEO 1 (Faga) (3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (2) (d) | Average Compensation Actually Paid for Non-PEO NEOs (3) (e) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4) (f) | Net Income (g) | | 2025 | $6,133,943 | $41,738,418 | $2,186,652 | $12,471,713 | $156 | $(13,232,000) | | 2024 | $13,630,292 | $9,160,362 | $3,911,208 | $1,844,033 | $43 | $(145,231,000) | | 2023 | $7,461,920 | $(1,737,869) | $2,349,651 | $544,250 | $69 | $(163,619,000) |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control