DEF 14A of Xencor Inc, Apr 27, 2026

DEF 14A of Xencor Inc

Filed Apr 27, 2026 · FY20250001326732-26-000031

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. BOARD SELECTION AND REFRESHMENT

    BOARD SELECTION AND REFRESHMENT Our Board has delegated responsibility for the review and recommendation of director nominees to the Nominating and Corporate Governance Committee. Upon the recommendation of the Company’s Nominating and Corporate Governance Committee (our “Nominating Committee”), a slate of directors is nominated by the Board and submitted to a stockholder vote annually. The Nominating Committee also reviews and recommends candidates for the Board as vacancies or newly created positions occur.

  3. CONSIDERATIONS

    CONSIDERATIONS The Nominating Committee identifies a diverse pool of potential director candidates for nomination using sources such as independent search firms and director recommendations. Potential candidates are comprehensively reviewed and interviewed by members of the Nominating Committee and other Board members, including our lead independent director. During these interviews, directors assess candidates on the basis of their skills and experience, their personal attributes and their expected contribution to the current mix of competencies and diverse expertise of the Board. At the same time, we conduct due diligence and solicit feedback from other external sources. Our Board currently consists of nine directors, and there are nine nominees for director this year. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of the Company. It is our policy to invite nominees for Board membership to attend the annual meeting, but attendance is not mandatory. Six directors attended our 2025 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes of the holders of shares present at the annual meeting or represented by proxy and entitled to vote on the election of directors. The nine nominees receiving the highest number of affirmative votes will be elected. Although the Bylaws provide that all elections of directors shall be determined by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors, it is the policy of the Company that any nominee for director in an uncontested election that does not receive a majority of the votes cast (i.e., receives a greater number of votes “withheld” from his or her election than votes “for” his or her election) shall submit their offer of resignation for consideration by the Nominating Committee. The Nominating Committee will consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation.

  4. NOMINEES

    NOMINEES The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating Committee to recommend that person as a nominee for director, as of the date of this Proxy Statement. The Nominating Committee seeks to assemble a diverse Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members that bring diverse perspectives to complement and strengthen the skills of other members and also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to recommend that person as a nominee. However, each of the members of the Nominating Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the proxy holders will vote for the substitute nominee designated by our Board. Our Board has no reason to believe that any of the nominees will be unable to serve. There are no agreements or understandings pursuant to which any of the directors was selected to serve as a director. There are no family relationships between any director or director nominee and any other director or director nominee or any executive officer. There are no legal proceedings related to any of the directors or director nominees which must be disclosed pursuant to Item 103 or 401(f) of Regulation S-K.

  5. NOMINEES

    | Name | Age(1) | Position Held with the Company | | Dr. Bassil I. Dahiyat | 55 | Director, President and Chief Executive Officer | | Dr. Raymond J. Deshaies | 64 | Director | | Dr. Ellen G. Feigal | 71 | Director | | Dr. Kevin C. Gorman | 68 | Director | | Mr. Kurt A. Gustafson | 58 | Director | | Dr. Barbara Klencke | 68 | Director | | Dr. A. Bruce Montgomery | 72 | Director | | Mr. Richard J. Ranieri | 74 | Director | | Mr. Todd E. Simpson | 65 | Director |

  6. NOMINEES

    (1)As of April 27, 2026. Bassil I. Dahiyat, Ph.D. has served as our President and Chief Executive Officer since February 2005 and as a member of our Board since August 1997. He has led the Company in creating a diverse clinical-stage portfolio of engineered antibodies for the treatment of cancer and serious diseases, and has established alliances with leading biopharmaceutical companies that have resulted in three marketed drugs. Dr. Dahiyat has more than 25 years of experience in the biotechnology business, having co-founded Xencor in 1997. From 1997 to 2003, he served as our Chief Executive Officer, and from 2003 to 2005, served as our Chief Scientific Officer. Dr. Dahiyat currently serves on the board of directors of Kodiak Sciences Inc., a publicly traded biopharmaceutical company, and Terray Therapeutics, Inc., a privately held biotechnology company. In 2017, Dr. Dahiyat was awarded the Ernst & Young Entrepreneur of the Year in Technology for the Los Angeles Region and in 2005 was recognized as a technology pioneer by the World Economic Forum. Additionally, Dr. Dahiyat was named one of 2003’s Top 100 Young Innovators by MIT’s Technology Review magazine for his work on protein design and its development for therapeutic applications and has received awards from the American Chemical Society, the Controlled Release Society and the California Institute of Technology. Dr. Dahiyat holds a Ph.D. in chemistry from the California Institute of Technology (“Caltech”) and B.S. and M.S.E. degrees in biomedical engineering from Johns Hopkins University. We believe that Dr. Dahiyat’s experience in the pharmaceutical industry and as one of our founders qualifies him to serve on our Board. Raymond J. Deshaies, Ph.D. joined our Board in July 2025. Dr. Deshaies has more than 40 years of experience in biotechnology as a biochemist and cell biologist. He is currently Professor Emeritus of Biology and Biological Engineering (“BBE”) at Caltech, since December 2025. Dr. Deshaies currently serves on the board of directors of Site Therapeutics and Lyterian Therapeutics, both privately held biotechnology companies. Prior to his role at Caltech, he served as Distinguished Fellow at Amgen Inc. (“Amgen”), from January 2025 to June 2025, Senior Vice President from August 2024 to January 2025, Senior Vice President of Global Research from July 2018 to July 2024, and Senior Vice President of Discovery Research from May 2017 to July 2018. Prior to joining Amgen, he was a member of the professorial faculty of the BBE Division at Caltech from 1994 to 2017. During his tenure at Caltech, he also served as Executive Officer of the Division, and from 2000-2017 was an investigator of the Howard Hughes Medical Institute. He co-founded the biotechnology companies Cleave Biosciences in 2011 and Proteolix in 2003. He is an elected member of the American Academy of Arts and Sciences and the National Academy of Sciences. Dr. Deshaies received a B.S. in Biochemistry from Cornell University, a Ph.D. from the University of California, Berkeley (“Berkeley”) and performed postdoctoral studies at Berkeley and subsequently at the University of California, San Francisco. We believe that Dr. Deshaies’ significant scientific and leadership expertise in drug development and biotechnology and his educational background qualify him to serve on our Board. Ellen G. Feigal, M.D. joined our Board in November 2018. Dr. Feigal has more than 30 years of drug development and healthcare regulatory experience. Dr. Feigal has served as a partner at NDA Partners, a strategy consulting firm, since November 2014, where she leads efforts in designing and executing product development and regulatory strategies in the product areas of biologics, including antibodies, cell and gene therapies, medical imaging, across a broad spectrum of disease areas, with a particular focus on hematology and oncology. She also currently serves as a member of the board of directors of NextCure, Inc., a publicly traded biopharmaceutical company, which she joined in October 2021, and as a member of the board of directors of Prescient Therapeutics Limited, a publicly traded biopharmaceutical company, which she joined in May 2023. Dr. Feigal is also adjunct faculty at the Sandra Day O'Connor College of Law, Arizona State University, a position she has held since April 2015, where she teaches Food & Drug Administration drug law and medical research ethics and law. Dr. Feigal previously served as senior vice president of research and development at the California Institute for Regenerative Medicine from 2011 to 2014; executive medical director, global development, at Amgen from 2008 to 2011; and chief medical officer at Insys Therapeutics from 2007 to 2008. She was a founding director of the American Course on Drug Development and Regulatory Sciences at the University of California, San Francisco (“UCSF”), which she began in 2006 and directed through 2011. Dr. Feigal’s positions also included director of medical devices and imaging at the Critical Path Institute from 2006 to 2007, and vice president of clinical sciences at the Translational Genomics Research Institute from 2004 to 2007. From 1992 to 2004, she held leadership roles at the National Cancer Institute, where she directed the Division of Cancer Treatment and Diagnosis after serving as deputy director of the division and as a senior investigator in the Cancer Therapy Evaluation Program. Dr. Feigal received her B.S. in biology and M.S. in molecular biology and biochemistry from University of California, Irvine, her M.D. from the University of California, Davis School of Medicine, completed an internal medicine residency at Stanford University and a hematology/oncology fellowship at UCSF. We believe that Dr. Feigal’s leadership and experience in regulatory affairs and drug development and her educational background qualify her to serve on our Board. Kevin C. Gorman, Ph.D. joined our Board in April 2017. He has more than 30 years of experience in the life science business including senior roles in finance, business development and operations. Dr. Gorman is a founder of Neurocrine Biosciences, Inc., a publicly traded biotechnology company (“Neurocrine”), and has served as a member of the board of directors of Neurocrine, since January 2008, From January 2008 to October 2024, he served as President and Chief Executive Officer of Neurocrine. Previously, Dr. Gorman served as Executive Vice President and Chief Operating Officer of Neurocrine from September 2006 to January 2008 and Senior Vice President of Business Development. From 1990 until 1993, Dr. Gorman was a principal of Avalon Medical Partners, L.P., where he was responsible for the early-stage founding of the company and several other biotechnology companies such as Onyx Pharmaceuticals, Inc., Metra Biosystems, Inc., Idun Pharmaceuticals, Inc. and ARIAD Pharmaceuticals, Inc. Dr. Gorman received his Ph.D. in immunology and M.B.A. in finance from the University of California, Los Angeles and did further post-doctoral training at The Rockefeller University. We believe that Dr. Gorman’s experience in biotechnology company leadership roles and his educational background qualify him to serve on our Board.

  7. NOMINEES

    Kurt A. Gustafson joined our Board in July 2014. Mr. Gustafson has more than 25 years of diverse experience in corporate finance, with 20 years in senior management roles leading the finance departments of multi-faceted, dynamic and growth-oriented biopharmaceutical industry organizations. Mr. Gustafson has served as Chief Financial Officer of OmniAb Inc., a publicly traded biopharmaceutical company, since March 2022. From June 2013 to March 2022, he served as Executive Vice President and Chief Financial Officer of Spectrum Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, and from April 2009 to June 2013, he served as Chief Financial Officer at Halozyme Therapeutics, Inc. (“Halozyme”), a publicly traded biopharmaceutical company. Before Halozyme, Mr. Gustafson worked at Amgen for over 18 years holding various positions in finance including Treasurer, Vice President, Finance and Chief Financial Officer of Amgen International based in Switzerland. Mr. Gustafson holds a Bachelor of Arts degree in accounting from North Park University in Chicago and an M.B.A. from University of California, Los Angeles. We believe Mr. Gustafson’s experience in biotechnology company leadership and finance and his educational background qualify him to serve on our Board. Barbara J. Klencke, M.D. joined our Board in September 2023. Dr. Klencke has more than 20 years of biopharmaceutical product development experience. She has served as Chief Medical Officer of ALX Oncology, Inc., a publicly traded biopharmaceutical company, on an interim basis from September 2025 and on a permanent basis since February 2026. Dr. Klencke also served on the board of directors of ALX Oncology from January to September 2025 and currently serves on the board of directors of TScan Therapeutics, Inc., a publicly traded biopharmaceutical company, which she joined in April 2023. She previously served as the Chief Medical Officer and Chief Development Officer of Sierra Oncology, Inc. (“Sierra”), a publicly traded clinical-stage biopharmaceutical company from July 2015 to June 2023, where she built a highly effective clinical development organization and led its strategy and execution, culminating in the approval of OJJAARA® for myelofibrosis after Sierra’s acquisition by GSK. While at Sierra, she concurrently served as a member of the board of directors of Lexent Bio, Inc., a publicly traded biopharmaceutical company, from May 2017 to June 2020. From 2011 to 2015, Dr. Klencke served as senior vice president of global development at Onyx Pharmaceuticals, where she led development and execution for Onyx’s pipeline programs, including the approval of KYPROLIS® for multiple myeloma, through the company’s acquisition by Amgen Inc. in 2013. Between 2003 and 2011, she served as a group medical director at Genentech, where she led product development strategies for several early- and late-stage oncology programs, including KADCYLA®, AVASTIN® and TARCEVA®. Dr. Klencke completed Internal Medicine and Hematology/Oncology training at the University of California, San Francisco and remained there as an Assistant Professor of Medicine in Oncology focusing on clinical research from 1995 to 2002. She holds a B.S. from Indiana University and an M.D. from the University of California, Davis. We believe that Dr. Klencke’s significant scientific expertise in drug development and biotechnology and her educational background qualify her to serve on our Board. A. Bruce Montgomery, M.D. joined our Board in March 2015. Dr. Montgomery has more than 35 years of drug development, operations and financing experience, including positions at Genentech, Inc., Pathogenesis Corporation, Corus Pharma and Gilead Sciences, Inc. (“Gilead”). In October 2022, he retired as Chief Executive Officer and a member of the board of directors of Avalyn Pharma (formerly Genoa Pharmaceuticals), a private biotechnology company, which he joined in February 2017. From April 2011 to December 2016, he was Chief Executive Officer and a member of the board of directors of Cardeas Pharma Corporation, a private biotechnology company that he founded in 2010. From August 2006 to May 2011, Dr. Montgomery served as Senior Vice President of Gilead and prior to that, served for six years as Chief Executive Officer of Corus Pharma, Inc., a specialized biotechnology company that he founded, which was acquired by Gilead in 2006. While at Gilead, Dr. Montgomery successfully led the development of CAYSTON® as a treatment for cystic fibrosis patients. Dr. Montgomery also served as Executive Vice President of Research and Development at PathoGenesis Corporation until its acquisition by Chiron Corporation in 2000. Dr. Montgomery previously served as a board member for the following publicly traded companies: ZymoGenetics, Inc. (acquired by Bristol-Myers Squibb Company in 2010), Alder BioPharmaceuticals, Inc. (acquired by Lundbeck A/S in 2019) and Cytodyn, Inc. Dr. Montgomery is a board-certified internist and pulmonologist. Dr. Montgomery received his B.S. in chemistry (magna cum laude, Outstanding Chemistry Major (Merck Award)), and M.D. (Alpha Omega Alpha Honor Medical Society) from the University of Washington, Seattle. We believe that Dr. Montgomery’s executive leadership experience in pharmaceutical and biotechnology company drug development and his educational background qualify him to serve on our Board. Richard J. Ranieri joined our Board in December 2017. Mr. Ranieri has more than 40 years of senior level biopharmaceutical human resource experience. He has served as a senior advisor to BioMarin Pharmaceutical Inc. (“BioMarin”) since January 2019, and from September 2013 through December 2018, he served as executive vice president of human resources and corporate affairs at BioMarin. Previously Mr. Ranieri served as executive vice president, human resources at Dendreon Pharmaceuticals from 2010 to 2013, and as executive vice president, human resources and administration at Sepracor, Inc. from 2008 to 2010. Earlier in his career, Mr. Ranieri served in executive positions at Neurocrine, Genencor International, and SmithKline Beecham. He received a B.A. in social science and accounting from Villanova University, and an M.A. in organizational development from Rider University. We believe that Mr. Ranieri’s leadership experience in human resources with biotechnology organizations qualifies him to serve on our Board.

  8. NOMINEES

    Todd E. Simpson joined our Board in March 2025. Mr. Simpson has more than 40 years of experience serving in chief financial officer and other financial roles at multiple biopharmaceutical companies and in public accounting. Most recently he served as Chief Financial Officer at Seagen Inc. (“Seagen”) from October 2005 through its acquisition in December 2023. During his eighteen years as Chief Financial Officer of Seagen, Mr. Simpson played an important role in the development, launch, and commercialization of four oncology drugs across more than a dozen labeled indications in the United States. He was also instrumental in Seagen’s international expansion, leading to the commercialization of medicines in the Americas and Europe. Mr. Simpson has led a range of functions including global finance, strategic planning, tax, treasury, corporate real estate, facilities, investor relations, corporate communications and information technologies, among others. Prior to joining Seagen, he served in executive roles at Targeted Genetics, Aastrom Biosciences and Telios Pharmaceuticals. Mr. Simpson currently serves on the board of directors of Shape Therapeutics Inc., since June 2024, a privately held biotechnology company, and he previously served on the boards of directors of Neoleukin Therapeutics, Aquinox Pharmaceuticals, and Life Science Washington (formerly Washington Biotech and Biomedical Association). Mr. Simpson is a certified public accountant (inactive), and early in his career he practiced public accounting with Ernst & Young LLP for nearly a decade. He received a B.S. in Accounting and Computer Science from Oregon State University. We believe Mr. Simpson’s experience in biotechnology company leadership and finance qualify him to serve on our Board.

  9. NOMINEES

    | Board Matrix (as of April 27, 2026) | | | | | | | | | | | | Dahiyat | Deshaies | Feigal | Gorman | Gustafson | Klencke | Montgomery | Ranieri | Simpson | | Skills and Experience | | | | | | | | | | | Financial Expertise | ● | | | ● | ● | ● | ● | | ● | | Biotechnology | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company Board | ● | | | ● | ● | ● | ● | | ● | | Regulatory | | | ● | | | ● | ● | | | | Research & Development | ● | ● | ● | ● | | ● | ● | | | | Senior Management | ● | ● | | ● | ● | ● | ● | ● | ● | | Business Development | ● | ● | | ● | ● | ● | ● | | ● | | Human Capital Management | ● | | | ● | ● | ● | ● | ● | ● | | Governance/Business Ethics | ● | | ● | ● | ● | ● | ● | ● | ● | | Age, Tenure and Independence | | | | | | | | | | | Age | 55 | 64 | 71 | 68 | 58 | 68 | 72 | 74 | 65 | | Tenure (years) | 28 | 0 | 7 | 9 | 11 | 3 | 11 | 8 | 1 | | Independence | | ● | ● | ● | ● | ● | ● | ● | ● |

  10. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The aggregate value of all compensation granted or paid following the effective date of the Amended 2023 Plan to any individual for service as a non-employee director with respect to any fiscal year, including awards granted under the Amended 2023 Plan (valued based on the grant date fair value for financial reporting purposes) and cash fees paid by us to such non-employee director, will not exceed $750,000 in total value, except such amount may increase up to $1,500,000 for the year in which a non-employee director is first appointed or elected to our Board.

  11. Director Compensation

    Director Compensation

  12. Review Process

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($) | Total ($) | | Raymond J. Deshaies | 20,924 | 517,014 | — | 537,938 | | Ellen G. Feigal | 71,500 | 141,681 | 129,059 | 342,240 | | Kevin C. Gorman | 66,000 | 141,681 | 129,059 | 336,740 | | Kurt A. Gustafson | 70,000 | 141,681 | 129,059 | 340,740 | | Barbara Klencke | 67,250 | 141,681 | 129,059 | 337,990 | | A. Bruce Montgomery | 106,000 | 141,681 | 129,059 | 376,740 | | Richard J. Ranieri | 73,500 | 141,681 | 129,059 | 344,240 | | Dagmar Rosa-Bjorkeson | 18,250 | — | — | 18,250 | | Todd E. Simpson | 48,167 | 447,569 | 129,059 | 624,795 |

  13. Executive Summary

    Executive Summary Highlights of our executive compensation program include the following: •We tie pay to performance. We structure a significant portion of our NEOs’ compensation to be variable and at risk. For 2025, 90% of our Chief Executive Officer’s target total compensation, and an average of 76% of our other NEOs’ target total compensation, was variable and at risk, consisting of the target annual performance bonus and long term equity incentives. •Our executive bonuses are dependent on meeting corporate objectives. Our annual performance-based bonus opportunities for all of our NEOs are dependent on our achievement of annual corporate objectives established each year. In February 2026, the HCMCC approved a corporate goal achievement level of 110% based on the Company's performance in 2025, as described below. Each of our NEOs received a performance bonus payout based on such achievement. •We emphasize long-term equity incentives. Equity awards are an integral part of our executive compensation program, and comprise the primary “at-risk” portion of our NEO compensation package. We grant equity awards in the form of stock options and restricted stock units (“RSUs”), which are variable and at-risk because their value is tied to the market price of our stock and vesting depends on the executive officer’s continued employment. These awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to remain in our long-term employ. •Our HCMCC has retained an independent third-party compensation consultant for guidance in making compensation decisions. The compensation consultant advises the HCMCC on market practices, including identifying a peer group of companies and their compensation practices, so that our HCMCC can regularly assess the Company's individual and total compensation programs against these peer companies, the general marketplace and other industry data points. Xencor continued to engage the services of Aon as its independent compensation consultant throughout 2025. The HCMCC assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:

  14. Executive Summary

    | What we do | What we don’t do | | Tie a significant portion of executive pay to Company performance through our annual and long-term incentive compensation Balance among short- and long-term incentives, cash and equity and fixed and variable pay Compare executive compensation and Company performance to relevant peer group companies Retain an independent third-party compensation consultant for guidance in making compensation decisions Give stockholders an advisory vote on executive compensation each year Assess the risk associated with our compensation policies and practices annually to ensure they are not reasonably likely to have a material adverse effect on the Company Maintain a clawback policy designed to recoup incentive compensation paid to executive officers based on erroneously prepared financial statements | x No single-trigger change-in-control cash payments or equity vesting x No change-in-control excise tax gross up x No hedging or pledging of Company stock by employees or directors x No repricing of underwater stock options without stockholder approval x No excessive executive perquisites, such as car allowances x No supplemental executive retirement plans |

  15. Elements of Executive Compensation

    Elements of Executive Compensation Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based cash bonuses and long-term incentive compensation. We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including participation in the Company’s 2013 Employee Stock Purchase Plan (“ESPP”), retirement benefits under the Company’s 401(k) plan and participation in employee benefit plans. The following chart summarizes the three main elements of compensation, their objectives and key features.

  16. Elements of Executive Compensation

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | •Reviewed annually at the beginning of the year or at the time of a new hire •Determined based on a number of factors (including individual performance, internal equity, retention, criticality of the role, and the overall performance of our Company) and by reference to market data provided by our independent compensation consultant | | Performance Bonus (at-risk cash) | Motivates and rewards attainment of key annual corporate performance goals that relate to our key business objectives. | •Target amounts calculated as a percentage of base salary •Reviewed and determined annually at the beginning of the year or at the time of a new hire •Determined based on positions that have similar impact on the organization and competitive bonus opportunities in our market •Opportunities depend on achieving specific corporate performance objectives consistent with our long-term strategic plan •Actual amounts earned are determined after the end of the year, taking into account corporate and, where applicable, individual performance objectives | | Long-Term Incentive (at-risk equity) | Motivates and rewards long-term Company and individual performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long term. | •Reviewed annually •May be granted at the beginning of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement (in limited circumstances) •Amount of individual awards is based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by our independent compensation consultant •Equity grants provided primarily in the form of stock options and RSUs that typically vest over four and three years, respectively |

  17. Elements of Executive Compensation

    We focus on providing a competitive compensation package to our executive officers, which provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short- and long-term incentives to maximize stockholder value. We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, the HCMCC and the Board exercise judgment to establish a total compensation program for each NEO that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that the HCMCC and Board believe is appropriate to achieve the goals of our executive compensation program and our corporate objectives. Historically we have structured a significant portion of the NEO target total compensation so that it is comprised of performance-based bonus opportunities and long-term equity awards, to align the executive officers’ incentives with our corporate goals and the interests of our stockholders. In making executive compensation decisions, the HCMCC generally considers each executive officer’s total direct compensation, which consists of base salary and target bonus opportunity, which together we refer to as target total cash compensation, and long-term equity awards (which are valued based on an approximation of grant date fair value).

  18. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data The HCMCC believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the HCMCC directed Aon to develop a proposed list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with whom we compete. To make 2025 pay decisions, Aon proposed, and the HCMCC approved, a group of companies that would be appropriate peers based on our Company’s industry focus, stage of clinical development and size (based on employee headcount, revenues and market capitalization). Specifically, based on input from the HCMCC, Aon compiled a list of biotechnology companies with an emphasis on companies of comparable scale engaged in research and development of clinical stage drug programs. The peer data is also referred to in this Proxy Statement as market data. Aon reviewed those components of the market data that were most closely comparable to each of our executive officers’ position. The following 16 companies were approved in June 2024 as our peers for use in 2025 compensation decisions:

  19. Use of Competitive Market Compensation Data

    | Agenus, Inc. | IDEAYA Biosciences, Inc. | | Alector, Inc. | IGM Biosciences, Inc. | | Allogene Therapeutics, Inc. | Inhibrx, Inc. | | Arcus Biosciences, Inc. | Iovance Biotherapeutics, Inc. | | Arvinas, Inc. | Kura Oncology, Inc. | | Corcept Therapeutics, Inc. | Relay Therapeutics, Inc. | | Deciphera Pharmaceuticals | Revolution Medicines, Inc. | | Denali Therapeutics Inc. | SpringWorks Therapeutics, Inc. |

  20. Use of Competitive Market Compensation Data

    For the peer group used for 2025 executive compensation decisions, based on the application of the criteria set forth above, the Committee removed three companies (Blueprint Medicines, ImmunoGen Inc., and Mirati Therapeutics, Inc.) and added one company (IDEAYA Biosciences) as compared to the prior year's group. At the time of approval of these peer companies, the Company fell in the 74th percentile of the peer group in terms of revenue, the 32nd percentile of the peer group in terms of market capitalization, and the 34th percentile of the peer group in terms of total employee headcount, as set forth in the following table:

  21. Use of Competitive Market Compensation Data

    | | Revenue (in millions) | Market Capitalization (in millions) | Number of Employees (#) | | 75th Percentile | $165 | $2,803 | 403 | | Median | $31 | $1,890 | 338 | | 25th Percentile | $2 | $808 | 230 | | Xencor | $162 | $1,398 | 252 | | Percentile Rank | 74% | 32% | 34% |

  22. Use of Competitive Market Compensation Data

    Market data is only one of the factors that the HCMCC and Board consider as a reference point in making compensation decisions. The HCMCC and Board consider other factors as described below under “Factors Used in Determining Executive Compensation.”

  23. Factors Used in Determining Executive Compensation

    Factors Used in Determining Executive Compensation Our HCMCC and Board set the compensation of our executive officers at levels they determine to be competitive and appropriate for each named executive officer, using their professional experience and judgment. Executive pay is not targeted to a specific market percentile. Pay decisions are not made by use of a formulaic approach or benchmark; the HCMCC and the Board believe that executive pay decisions require consideration of a multitude of relevant factors that may vary from year to year. In making executive compensation decisions, the HCMCC and Board generally take into consideration the factors listed below. •Company performance and existing business needs; •each NEO’s individual performance, scope of job function and the criticality of the skill set of the NEO to our future performance; •internal pay equity among NEOs and positions; •the need to attract new talent to our executive team and retain existing talent in a highly competitive industry; •a range of market data reference points including review of compensation practices of companies within our peer group, as described above under “Use of Competitive Market Compensation Data”; •the total compensation cost and stockholder dilution from executive compensation actions; •independent compensation consultant’s recommendations on compensation policy determinations for the executive officer group; •a review of an NEO’s total targeted and historical compensation and equity ownership; and •our Chief Executive Officer’s recommendations, based on his direct knowledge of the performance by each NEO.

  24. Mix of Elements of Compensation

    Mix of Elements of Compensation The three principal components of our executive compensation program for our named executive officers in 2025 were base salary, annual cash performance bonuses and long-term incentive equity compensation. We structured a significant portion of our named executive officers’ 2025 compensation to be variable, at risk and tied directly to our measurable performance in the form of performance-based bonuses and equity incentive awards comprised of 60% stock options and 40% RSUs. For 2025, 90% of our Chief Executive Officer’s target total compensation and an average of 76% of our other NEOs1 total compensation were variable and at-risk, consisting of the target annual performance bonus and equity incentives awarded. 1 Compensation mix reflects the three NEOs who were with the Company for the full calendar year

  25. Annual Performance Bonus

    Annual Performance Bonus Under the 2025 annual performance bonus program, each NEO was eligible to be considered for a performance bonus based on (1) the individual's target bonus, as a percentage of base salary and (2) the percentage attainment of the 2025 corporate goals established by the Board, after recommendation by the HCMCC. The actual performance-based bonus paid, if any, is calculated by multiplying the executive’s base salary by the target bonus percentage, and then by the percentage attainment of the corporate goals as determined by the HCMCC.

  26. Target Bonuses

    Target Bonuses Each NEO’s target bonus is set as a percentage of the NEO’s earned base salary, with the percentage being evaluated in the context of market data. The HCMCC approved the annual bonus award opportunities for 2025 set forth in the table below.

  27. Target Bonuses

    | Executive (1) | Annual Performance Bonus Award Opportunity (as a % of Base Salary) | | Bassil I. Dahiyat, Ph.D. | 60% | | Bart Jan Cornelissen | 45% | | John R. Desjarlais Ph.D. | 50% | | Celia E. Eckert | 45% |

  28. Target Bonuses

    (1)Dr. Valente did not have a bonus award opportunity as a result of her separation from the Company on June 6, 2025. Performance Goals In early 2025, our Board, upon recommendation by the HCMCC with input and recommendations from management, reviewed and approved the 2025 corporate goals. At the end of the year, the HCMCC subsequently evaluated the Company’s performance against those goals. In setting the 2025 goals, the Board sought to create targets for management that the HCMCC believed balanced the Company’s short- and long-term plans and best aligned the goals with the interests of stockholders. The Company's pipeline programs are in early phases of clinical development, and the annual performance goals thus reflect the pre-commercial status of the Company and investigative nature of its clinical studies, while supporting the Company's goal to become a leading biopharmaceutical company that develops and commercializes engineered biologic medicines to treat patients with severe and life-threatening diseases with unmet medical needs. The 2025 goals were divided into four categories that the board believed advanced the Company’s overall corporate strategy.

  29. Target Bonuses

    | 2025 Corporate Performance Goals | | Clinical and development goals: •Execute and refine development plans for our portfolio of clinical-stage programs to create high-impact therapeutics for patients •Advance early pipeline toward clinical proof-of-concept decisions | | Research and early-stage development goals: •Extend XmAb platform to maintain competitive edge in drug discovery and expand development pipeline in oncology and immunology | | Operational goals: •Improve individual leadership skills and industry intelligence across all levels to drive scientific and operational excellence | | Financial goals: •Maintain strong cash position and stay on budget |

  30. Target Bonuses

    Performance Achievement The HCMCC considered the following specific achievements with regard to our corporate performance goals in determining the overall achievement: a.Clinical and development goals: Achieved multiple clinical development milestones; presented initial dose-escalation data from Phase 1 study of XmAb819; presented early dose-escalation data from Phase 1 study of XmAb541, presented initial data from Phase 1 study of XmAb942 in healthy volunteers; initiated a global Phase 2b study of XmAb942 in ulcerative colitis; initiated a Phase 1b study of plamotamab in rheumatoid arthritis; initiated a Phase 1 study of XmAb657 in idiopathic inflammatory myopathies. b.Research and early-stage development goals: Selected lead candidate for anti-TL1A x IL23p19 program for clinical development in inflammatory bowel disease; advanced multiple T-cell engager programs for potential clinical development in oncology; expanded preclinical pipeline of bispecific antibodies in immunology and inflammatory diseases; explored novel multi-specific platforms, programs and tools to support future pipeline expansion. c.Operational goals: Strong and broad interaction with clinical investigators to inform program strategies; enhanced and rapid collection and sharing of competitive intelligence; conducted a third comprehensive company-wide engagement survey and achieved a strong corporate engagement score; continued peer and leader-led learning sessions. d.Financial goals: Stayed on budget and exceeded anticipated year-end cash position, completing 2025 with $610.8 million in cash, cash equivalents, and marketable debt securities. At the end of 2025, the HCMCC considered the substantial progress in achieving clinical development milestones, strong execution across the portfolio, and higher than anticipated year-end financial position, and determined to fund the bonus pool at 110% of target. For 2025, each NEO’s target bonus, total performance achievement for those targets consistent with company performance and the resulting bonus amount paid in early 2026 were as follows:

  31. Target Bonuses

    | Executive (1) | Performance Achievement for 2025 (%) | Target Bonus Amount ($) | Bonus Amount Paid ($) | | Bassil I. Dahiyat, Ph.D. | 110% | $445,680 | $490,248 | | Bart Jan Cornelissen | 110% | 221,220 | 243,342 | | John R. Desjarlais, Ph.D. | 110% | 273,950 | 301,345 | | Celia E. Eckert | 110% | 221,220 | 243,342 |

  32. Target Bonuses

    _________________________________________ (1)Dr. Valente was not eligible to receive a bonus as a result of her separation from the Company on June 6, 2025.

  33. Equity Awards

    Equity Awards Our executive officers are eligible to receive equity compensation in the form of stock options and RSUs. In early 2025, the Board and HCMCC awarded to the NEOs stock options and RSUs. The Board and HCMCC believe that stock options and RSUs are a key tool in serving to align the interests of our executive officers and our stockholders. Stock options and RSUs are variable and at-risk compensation that automatically links executive pay to stockholder return, as the value realized is dependent upon, and directly proportionate to, the performance of the stock price. Stock options do not have downside protection, and the awards will only provide value to the holder when the stock price increases above the grant price. RSUs provide the executive with a value determined by the stock price and the portion of RSU that vests annually. This provides incentive for the executive to continue to create shareholder value over time and with the downside protection that the RSU will retain some value. It also provides an incentive for executives to continue providing services to the Company through the vesting periods. In 2025, equity incentive awards granted to all of our NEOs were based on a competitive market value. For all NEOs, 60% of the value was distributed as stock options and 40% as RSUs. We weigh the mix more heavily with stock options because to receive value from these grants, the price of the stock must increase above the price at date of grant and be above the grant price after the award vests to have value when exercised, which focuses our executives on long-term shareholder value creation. In February 2025, the Board, upon recommendation by the HCMCC, approved the following stock option and RSU values for our NEOs. The calculation for determining the number of shares to be issued is determined by the Company using a methodology under the Company’s internal equity grant guidelines. Each stock option vests as to 25% of the total number of option shares granted on the first anniversary of the date of grant and thereafter in equal monthly installments for 36 months. Each RSU vests as to one third of the total number of shares granted on the first, second and third anniversaries of the date of grant. The vesting of stock options and RSUs is subject to the officer’s continued services to our Company. The vesting of awards may accelerate under certain termination and change in control events as described below under “Overview of Employment and Change in Control Agreements—Severance and Change in Control Benefits”.

  34. Equity Awards

    | Executive (1) | Stock Option Grant (# shares) | Stock Option Grant ($) | RSU Grant (# shares) | RSU Grant ($) | | Bassil I. Dahiyat, Ph.D. | 329,236 | 3,750,000 | 109,745 | 2,500,000 | | Bart Jan Cornelissen | 65,847 | 750,000 | 21,949 | 500,000 | | John R. Desjarlais, Ph.D. | 89,552 | 1,020,000 | 29,851 | 680,000 | | Celia E. Eckert | 65,847 | 750,000 | 21,949 | 500,000 |

  35. Equity Awards

    (1)Dr. Valente separated from the Company on June 6, 2025, and did not receive stock awards, stock options or performance bonus in 2025. The annual stock option and RSU grants to our NEOs are evaluated by the HCMCC and approved by the Board in the context of each NEO’s total compensation and take into account the market data provided by Aon in addition to the individual officer’s responsibilities, criticality, performance and total equity ownership. The HCMCC and Board also take into account the recommendations of the Chief Executive Officer with regards to appropriate grants and any particular individual circumstances. In determining the annual grants for our NEOs, the HCMCC considered that such awards were closely aligned with the long-term efforts of the senior management team to increase stockholder value. The HCMCC determined the size of the grants based on its subjective assessment of the appropriate incentives necessary for our NEOs, considering the market data provided as well as the proposed annual grant and total options held by each named executive officer, as a percentage of total ownership in our Company, the fair value of each officer’s proposed grant in connection with his or her overall total target compensation (total target cash compensation plus long-term incentive compensation), each officer’s individual role and performance, and dilution to stockholders.

  36. Leadership Transition

    Leadership Transition Effective, June 6, 2025, Dr. Valente retired from her role as Chief Development Office of the Company. To support Dr. Valente's transition, and in exchange for a release of all claims against the Company, she received payments of COBRA insurance premiums until the earlier of May 31, 2026 and the date that Dr. Valente was eligible for group health insurance coverage through another vehicle. Under a consulting agreement, also entered into on June 6, 2025 between Dr. Valente and the Company, Dr. Valente agreed to provide clinical development consulting services, including advising on oncology program strategy and providing input at key governance meetings, after her employment ended on June 6, 2025 through May 31, 2026. In return for such services, Dr. Valente receives a monthly retainer in the amount of $7,500 and continued vesting of outstanding equity awards until the end of the consulting term on May 31, 2026. During the consulting period, outstanding equity awards will continue to vest and, as applicable, remain exercisable in accordance with their terms. None of Dr. Valente's equity was accelerated in connection with her end of employment.

  37. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements The Company has offer letters or employment agreements with certain NEOs, including Dr. Dahiyat, Ms. Eckert, and Mr. Cornelissen, that provide for the basic terms of their employment, including base salary, performance bonus opportunity and equity grants, as well as certain severance and change in control benefits. All of the NEOs are “at-will” employees. The Company also has a severance agreement with Dr. Dahiyat that provides for severance benefits upon a termination without cause or, for a resignation for good reason. The Board and HCMCC believes that these severance protection benefits are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. See “Overview of Employment and Change in Control Agreements” below for more information regarding the agreements we have with each of our NEOs. On April 23, 2026, the Company adopted an Executive Severance Policy that provides for the payment of severance benefits to eligible executives, excluding the CEO, upon a termination of employment without cause or a resignation for good reason, subject to the terms and conditions of the policy. Our HCMCC approved the Executive Severance Policy, after a review of market data provided by our compensation consultant, to ensure that the benefits remain appropriately structured and at reasonable levels.

  38. Role of our HCMCC, Management and the Board

    Role of our HCMCC, Management and the Board The HCMCC is appointed by the Board to assist the Board with its responsibilities related to the Company’s culture, talent development, succession planning, compensation policies, plans and programs, to review and determine, as appropriate, the compensation to be paid to the Company’s executive officers and directors and to review, discuss with management and approve the Company’s disclosures contained in the Compensation Discussion & Analysis for use in our Annual Report on Form 10-K, registration statements, proxy statements or information statements. The HCMCC is also responsible for preparing and reviewing its report on executive compensation included in this Proxy Statement. For details on the HCMCC’s oversight of the executive compensation program, see the section titled “Information Regarding Committees of the Board of Directors—Board Committees—Human Capital Management & Compensation Committee” beginning on page 30 of this Proxy Statement. Our HCMCC consists solely of independent members of the Board. The HCMCC reviews and makes recommendations to the Board with respect to all compensation paid to our executive officers, including our NEOs. The Chief Executive Officer evaluates and provides to the HCMCC performance assessments of the other executive officers and corresponding compensation recommendations. In making his recommendations, the Chief Executive Officer reviews various third-party compensation surveys and compensation data provided by the independent compensation consultant to the HCMCC, as described below. While the Chief Executive Officer discusses his recommendations with the HCMCC and the Board, he does not participate in the deliberations concerning, or the determination of, his own compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the HCMCC or the Board to make presentations, provide financial or other background information or advice or otherwise participate in the HCMCC or Board meetings. The HCMCC meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines, subject to final Board approval, the principal components of compensation (base salary, performance bonus opportunity and equity awards) for our executive officers on an annual basis, typically at the beginning of each fiscal year; however, decisions may occur during the year for new hires, promotions or other special circumstances as our HCMCC determines appropriate. Neither the Board nor the HCMCC is authorized to delegate authority to approve executive officer compensation. The HCMCC does not maintain a formal policy for recommending to the Board the timing of equity awards to our executive officers, but follows consistent practices under which awards are generally approved at a meeting of the HCMCC and the Board in the first quarter of each year. Under our equity incentive plans, the exercise price of a stock option cannot be less than the 100% of the fair market value of the Company’s common stock at the time of grant. The HCMCC does not consider material nonpublic information (MNPI) when determining the timing and terms of equity awards. The Company does not time the disclosure of MNPI for the purpose of affecting the value of executive compensation.

  39. Role of Compensation Consultant

    Role of Compensation Consultant The HCMCC has the authority to retain independent compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The HCMCC retained Aon as its compensation consultant to develop a group of peer companies to use as a reference in making executive compensation decisions, evaluating current executive pay practices and considering different compensation programs to aid making executive pay decisions for 2025. Aon reported directly to the HCMCC The HCMCC assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that there were no conflicts of interest and that Aon was independent.

  40. Summary Compensation Table

    Summary Compensation Table The following table shows the total compensation earned by the NEOs in 2025, 2024 and 2023, as applicable.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Bassil I. Dahiyat, Ph.D. | 2025 | 742,800 | 1,552,892 | 2,727,018 | 490,248 | 8,247 | 5,521,205 | | President, Chief Executive | 2024 | 721,200 | 1,246,193 | 4,403,489 | 432,700 | 8,247 | 6,811,829 | | Officer and Director | 2023 | 700,200 | 1,650,735 | 5,249,673 | 357,100 | 8,247 | 7,965,955 | | Bart Jan Cornelissen (5) | 2025 | 491,600 | 310,578 | 515,712 | 243,342 | 81,164 | 1,642,396 | | Chief Financial Officer | 2024 | 338,182 | 910,811 | 2,263,916 | 156,938 | 61,164 | 3,731,011 | | John R. Desjarlais, Ph.D. | 2025 | 547,900 | 422,392 | 701,368 | 301,345 | 9,247 | 1,982,252 | | Chief Scientific Officer | 2024 | 534,500 | 473,543 | 1,543,452 | 267,250 | 9,247 | 2,827,992 | | | 2023 | 518,900 | 589,564 | 1,874,883 | 220,500 | 9,247 | 3,213,094 | | Celia E. Eckert | 2025 | 491,600 | 310,578 | 515,712 | 243,342 | 9,247 | 1,570,479 | | General Counsel | 2024 | 475,000 | 299,084 | 974,808 | 213,750 | 9,247 | 1,971,889 | | | 2023 | 457,600 | 330,141 | 1,049,931 | 175,000 | 9,247 | 2,021,919 | | Nancy K. Valente, M.D. (6) | 2025 | 249,421 | — | — | — | 181,345 | 430,766 | | Former Chief Development Officer | 2024 | 556,200 | 448,637 | 1,462,211 | 278,100 | 122,625 | 2,867,773 |

  42. Summary Compensation Table

    (1)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock awards granted during the respective year, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 10 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the RSUs or the sale of the common stock received. (2)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during the respective year, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 10 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (3)Amounts in this column represent annual performance-based bonuses earned for the respective fiscal year. Each performance-based bonus shown above was paid in cash to the respective executive in the first quarter of the following year. For more information, see above under “Compensation Discussion and Analysis—2025 Executive Compensation Program—Annual Performance Bonus.” (4)Represents term life and disability insurance premiums paid by us on behalf of the NEOs as well as matching of contributions made under 401(k) plan. All of these benefits are provided to the NEOs on the same terms as provided to all of our regular full-time employees. For more information regarding these benefits, see below under “Description of Compensation Arrangements—Other Benefits.” The applicable equity award column(s) reflected the specified amounts recorded in connection with a termination of employment (5)The amount reported for Mr. Cornelissen in the "All Other Compensation" column for 2025 includes $72,000 in commuting and housing stipend. (6)The amount reported for Dr. Valente in the "All Other Compensation" column for 2025 includes $30,000 in housing allowance. Dr. Valente’s employment ended with the Company in June 2025 and therefore her salary reflects the amount she was paid prior to her termination date. The amounts shown in the "All Other Compensation" column for 2025 also includes a one-time payout of accrued Paid Personal Leave of $83,693, and, pursuant to the terms of Dr. Valente’s separation agreement, medical insurance payment of $6,029, as well as $52,500 of consulting fees.

  43. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information relating to grants of plan-based incentive awards to the NEOs in 2025.

  44. Grants of Plan-Based Awards

    | Name.(4) | Award Type | Grant Date(1) | Committee Action Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target (2) ($) | All Other Stock Awards: Number of Securities Underlying Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Bassil I. Dahiyat, Ph.D. | Annual Stock Award | 3/4/25 | 2/21/25 | | 109,745 | | | 1,552,892 | | | Annual Stock Option | 3/4/25 | 2/21/25 | | | 329,236 | 14.15 | 2,727,018 | | | Performance Bonus | | 2/24/26 | 445,680 | | | | | | Bart Jan Cornelissen | Employment Stock Award | 3/4/25 | 2/21/25 | | 21,949 | | | 310,578 | | | Employment Stock Option | 3/4/25 | 2/21/25 | | | 65,847 | 14.15 | 515,712 | | | Performance Bonus | | 2/24/26 | 221,220 | | | | | | John R. Desjarlais, Ph.D. | Annual Stock Award | 3/4/25 | 2/21/25 | | 29,851 | | | 422,392 | | | Annual Stock Option | 3/4/25 | 2/21/25 | | | 89,552 | 14.15 | 701,368 | | | Performance Bonus | | 2/24/26 | 273,950 | | | | | | Celia E. Eckert | Annual Stock Award | 3/4/25 | 2/21/25 | | 21,949 | | | 310,578 | | | Annual Stock Option | 3/4/25 | 2/21/25 | | | 65,847 | 14.15 | 515,712 | | | Performance Bonus | | 2/24/26 | 221,220 | | | | |

  45. Grants of Plan-Based Awards

    (1)All options were granted under the terms of our 2023 Equity Incentive Plan (the "2023 Plan"), with an exercise price per share equal to the closing price of our common stock on the grant date, and vest over a four-year period. All RSUs were granted under the terms of our 2023 Plan, and vest over a three-year period. For certain information concerning our 2023 Plan, see “— Equity Compensation Plan Information” below. (2)Amounts in this column represent the target performance-based bonus opportunity for each NEO for 2025. There were no threshold or maximum payout levels for these awards. For a description of the 2025 performance bonus program, see “Compensation Discussion and Analysis—2025 Executive Compensation Program—Annual Performance Bonus” above. The amount actually earned by each NEO is reported in the “Summary Compensation Table” above. (3)Amounts in this column reflect the aggregate grant date fair value of the option and RSU awards granted during 2025, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 10 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the stock options or RSUs, the exercise of the stock options, or the sale of the common stock underlying such stock options or RSUs. (4)Dr. Valente did not receive stock awards, stock options or performance bonus in 2025.

  46. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding outstanding equity awards granted to each NEO that remain outstanding as of December 31, 2025.

  47. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards (1) | | | | Stock Awards (2) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) (3) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | | Bassil I. Dahiyat, Ph.D. | 1/26/2016 | 0 | — | $12.51 | 1/26/2026 | | | | | 1/30/2017 | 125,002 | — | 22.55 | 1/30/2027 | | | | | 1/24/2018 | 107,501 | — | 23.40 | 1/24/2028 | | | | | 2/12/2019 | 138,655 | — | 36.31 | 2/12/2029 | | | | | 3/2/2020 | 141,628 | — | 32.28 | 3/2/2030 | | | | | 3/8/2021 | 131,993 | 0 | 43.00 | 3/8/2031 | | | | | 3/3/2022 | 279,906 | 18,661 | 30.02 | 3/3/2032 | | | | | 3/2/2023 | 216,648 | 98,478 | 31.43 | 3/2/2033 | 17,507 | 268,032 | | | 3/5/2024 | 143,160 | 184,065 | 22.85 | 3/5/2034 | 36,359 | 556,656 | | | 3/4/2025 | — | 329,236 | $14.15 | 3/4/2035 | 109,745 | 1,680,196 | | Bart Jan Cornelissen | 4/9/2024 | 79,247 | 110,947 | $21.55 | 4/9/2034 | 28,177 | 431,390 | | | 3/4/2025 | — | 65,847 | $14.15 | 3/4/2035 | 21,949 | 336,039 | | John R. Desjarlais, Ph.D. | 1/26/2016 | 5,322 | — | 12.51 | 1/26/2026 | | | | | 1/30/2017 | 85,000 | — | 22.55 | 1/30/2027 | | | | | 1/24/2018 | 80,000 | — | 23.40 | 1/24/2028 | | | | | 2/12/2019 | 63,025 | — | 36.31 | 2/12/2029 | | | | | 3/2/2020 | 54,553 | — | 32.28 | 3/2/2030 | | | | | 3/8/2021 | 62,523 | — | 43.00 | 3/8/2031 | | | | | 3/3/2022 | 67,177 | 4,479 | 30.02 | 3/3/2032 | | | | | 3/2/2023 | 77,374 | 35,171 | 31.43 | 3/2/2033 | 6,253 | 95,733 | | | 3/5/2024 | 54,400 | 69,946 | 22.85 | 3/5/2034 | 13,816 | 211,523 | | | 3/4/2025 | — | 89,552 | 14.15 | 3/4/2035 | 29,851 | 457,019 | | Celia E. Eckert | 9/3/2019 | 91,292 | — | 35.58 | 9/3/2029 | | |

  48. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards (1) | | | | Stock Awards (2) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) (3) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | | | 3/2/2020 | 18,884 | — | 32.28 | 3/2/2030 | | | | | 3/8/2021 | 36,124 | 0 | 43.00 | 3/8/2031 | | | | | 3/3/2022 | 37,320 | 2,489 | 30.02 | 3/3/2032 | | | | | 3/2/2023 | 43,329 | 19,696 | 31.43 | 3/2/2033 | 3,502 | 53,616 | | | 3/5/2024 | 34,358 | 44,176 | 22.85 | 3/5/2034 | 8,726 | 133,595 | | | 3/4/2025 | — | 65,847 | $14.15 | 3/4/2035 | 21,949 | 336,039 | | Nancy K. Valente, M.D.(4) | 9/8/2022 | 35,282 | 0 | 25.32 | 9/8/2032 | | | | | 5/1/2023 | 152,272 | 24,561 | 27.07 | 5/1/2033 | 13,099 | 200,546 | | | 3/5/2024 | 51,537 | 12,271 | 22.85 | 3/5/2034 | 6,545 | 100,204 |

  49. Outstanding Equity Awards at Fiscal Year-End

    (1)All of the outstanding option awards granted before June 14, 2023 were granted under and subject to the terms of the 2013 Plan; all outstanding option awards granted on or after June 14, 2023 were granted under and subject to the terms of the 2023 Plan. Except as otherwise indicated, each option award becomes exercisable as it becomes vested and all vesting is subject to the executive’s continuous service with us through the vesting dates and the potential vesting acceleration described below under “— Potential Payments upon Termination or Change in Control.” All of the outstanding options are subject to our standard option vesting schedule such that 25% of the shares subject to the option vest on the one-year anniversary of the grant date and 1/48th of the shares vest monthly thereafter, such that the options are fully vested on the four-year anniversary of the date of grant. (2)All of the outstanding RSU awards granted before June 14, 2023 were granted under and subject to the terms of the 2013 Plan; all of the outstanding RSU awards granted on or after June 14, 2023 were granted under and subject to the terms of the 2023 Plan. Except as otherwise indicated, each RSU award vests as to one-third of the total number of shares granted on the first, second and third anniversaries of the date of grant subject to the executive’s continuous service with us through the vesting dates and the potential vesting acceleration described below under “—Potential Payments upon Termination or Change in Control.” (3)All of the option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant, as determined in good faith by our Board. (4)Dr. Valente’s unvested stock options and RSU awards as of her separation date of June 6, 2025 will continue to vest until May 31, 2026 under the terms of the consulting agreement Dr. Valente entered into with the Company on June 6, 2025. Dr. Valente did not receive stock awards, stock options or performance bonus in 2025. We did not engage in any repricing or other modifications or cancellations to any of our NEOs’ outstanding equity awards during the year ended December 31, 2025.

  50. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on stock options exercised, including the number of shares acquired upon exercise and stock awards vested, and the value realized, determined as described below, for the NEOs in the year ended December 31, 2025.

  51. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Bassil I. Dahiyat, Ph.D. | 133,809 | 401,465 | 52,273 | $745,687 | | Bart Jan Cornelissen | — | — | 14,088 | 124,115 | | John R. Desjarlais, Ph.D. | 83,220 | 251,708 | 25,104 | 359,135 | | Celia E. Eckert | — | — | 14,499 | 207,212 | | Nancy Valente, M.D. | — | — | 19,643 | 233,217 |

  52. Option Exercises and Stock Vested

    _________________________________________ (1)The value realized on exercise is based on the difference between the closing price of our common stock on the date of exercise and the applicable exercise price of those options and does not represent actual amounts received by the NEOs as a result of the option exercises. (2)The value realized on vesting is based on the closing price of our common stock on the date of vesting.

  53. Pension Benefits, Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation

    Pension Benefits, Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation No pension benefits were paid to any of our named executive officers during the fiscal year ended December 31, 2025. We do not currently sponsor any non-qualified defined contribution plans or non-qualified deferred compensation plans.

  54. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Severance Agreements In May 2016, we entered into severance agreements with our NEOs Dr. Dahiyat and Dr. Desjarlais. In August 2019 we entered into a letter agreement with Ms. Eckert, which was amended in October 2023. In April 2024, we entered into a letter agreement with Mr. Cornelissen. In April 2023 we entered into a letter agreement with Dr. Valente, which was amended in October 2023. On April 23, 2026, the Company adopted an Executive Severance Policy that provides for the payment of severance benefits to eligible executives, excluding the CEO, upon a termination of employment without cause or a resignation for good reason, subject to the terms and conditions of the policy. Dr. Dahiyat. Pursuant to the Severance Agreement with Dr. Dahiyat, if we terminate Dr. Dahiyat’s employment without cause or if Dr. Dahiyat resigns for good reason, at any time, subject to his execution of an effective release and waiver of claims in favor of us, Dr. Dahiyat will receive (1) a lump sum severance payment equal to the sum of (a) his then-current annual base salary for 24 months and (b) an amount equal to Dr. Dahiyat’s then-current target bonus percentage of his then-current annual base salary assuming achievement of 100% of corporate, and as applicable, personal goals established for such year, prorated for the number of days Dr. Dahiyat worked during the year of his termination; (2) vesting acceleration of all his outstanding stock options and equity awards subject to time-based vesting as if Dr. Dahiyat had completed an additional 24 months of service; and (3) payment of his COBRA insurance premiums for up to 12 months. Additionally, in the event that Dr. Dahiyat’s termination without cause or resignation for good reason occurs within a “change in control period,” defined as the period beginning one month prior to the execution of a definitive written agreement that if consummated would result in a change in control and ending on the earlier of the termination of such agreement or 12 months following the consummation of such change in control, subject to his execution of an effective release and waiver of claims in favor of us, Dr. Dahiyat will additionally receive vesting acceleration in full of all his outstanding time-based stock options and other equity awards. Dr. Desjarlais. Prior to the adoption of the Executive Severance Policy, pursuant to his Severance Agreement, if we terminated Dr. Desjarlais' employment without cause or if Dr. Desjarlais resigned for good reason, at any time, subject to his execution of an effective release and waiver of claims in favor of us, Dr. Desjarlais would have received (1) a lump sum severance payment equal to the sum of (a) his then-current annual base salary for 12 months and (b) an amount equal to the executive’s then-current target bonus percentage of his then-current annual base salary assuming achievement of 100% of corporate, and as applicable, personal goals established for such year, prorated for the number of days Dr. Desjarlais worked during the year of his termination; (2) vesting acceleration of all his outstanding stock options and equity awards subject to time-based vesting as if Dr. Desjarlais had completed an additional 12 months of service; and (3) payment of his COBRA insurance premiums for up to 12 months. Effective April 23, 2026, Dr. Desjarlais became eligible to participate in the Company’s Executive Severance Policy, which provides that executives will not receive duplicative benefits and instead will receive the more favorable benefit under either the policy or any applicable individual agreement, determined on a “better of,” component-by-component basis. As a result, upon a qualifying termination without a change in control, Dr. Desjarlais will receive (1) 15 months of base salary continuation and 15 months of COBRA premium coverage (in each case, as provided under the policy, which exceeds his Severance Agreement), (2) a prorated bonus (as provided under his Severance Agreement, which is not provided under the policy). and (3) vesting acceleration of all his outstanding stock options and equity awards subject to time-based vesting as if Dr. Desjarlais had completed an additional 12 months of service (as provided under his Severance Agreement, which is not provided under the policy). Additionally, if Dr. Desjarlais' termination without cause or resignation for good reason occurs within a “change in control period,” defined as the period within three months (as compared to one month under his prior Severance Agreement) prior to the execution of a definitive written agreement that if consummated would result in a change in control and ending on the earlier of the termination of such agreement or 12 months following the consummation of such change in control, subject to his execution of an effective release and waiver of claims in favor of us, Dr. Desjarlais will receive (1) 15 months of base salary continuation and 15 months of COBRA premium coverage (as provided under the Executive Severance Policy, which exceeds his Severance Agreement), (2) a target bonus and a prorated bonus (as provided under the Executive Severance Policy, which is more favorable than his Severance Agreement), and (3) vesting acceleration in full of all his outstanding time-based stock options and other equity awards (which is consistent with the treatment provided under his Severance Agreement), in each case determined pursuant to the policy’s non-duplication, “better of” framework applied on a component-by-component basis. Mr. Cornelissen, Dr. Valente and Ms. Eckert. Pursuant to letter agreements with each of Mr. Cornelissen, Dr. Valente and Ms. Eckert and subsequent amendment, if we terminated the officer’s employment without cause or if the officer resigned for good reason, subject to her execution of an effective release and waiver of claims in favor of us, the officer would have received (1) a lump sum severance payment equal to his or her then-current annual base salary for 12 months and (2) payment of his or her COBRA insurance premiums for up to 12 months. Additionally, if the officer’s termination without cause occured within 90 days prior to or 12 months after a change in control, the officer would have received (1) vesting acceleration of all his or her outstanding stock options and equity awards subject to time-based vesting as if the officer had completed an additional 12 months of service if the termination occurs prior to the one-year anniversary of the officer’s commencement of employment or (2) vesting acceleration of all his or her outstanding stock options and equity awards if the termination occurs after the one-year anniversary of the officer’s commencement of employment. Effective April 23, 2026, Mr. Cornelissen and Ms. Eckert became eligible to participate in the Company’s Executive Severance Policy, which provides that executives will not receive duplicative benefits and instead will receive the more favorable benefit under either the policy or any applicable individual agreement, determined on a “better of,” component-by-component basis. Accordingly, upon a qualifying termination without a change in control, the cash severance and COBRA benefits remain unchanged. If such termination occurs within three months prior to or 12 months following a change in control, the Executive Severance Policy provides additional benefits, including (1) a lump sum payment equal to the officer’s annual bonus target, (2) a prorated annual bonus based on the number of days worked during the year of termination, and (3) vesting acceleration of all outstanding stock options and equity awards, in each case to the extent more favorable than the officer’s existing agreement. Equity Incentive Plan Provisions

  55. Potential Payments upon Termination or Change in Control

    Pursuant to the 2013 Plan and the 2023 Plan, the plan administrator may accelerate the vesting of stock awards granted under the applicable plan in connection with a corporate transaction. For more information, see below under "Equity Compensation Plan Information". Summary of Estimated Amounts Payable upon Termination or Change in Control The following table shows estimated payments that would be made to each NEO in the event of a termination of employment under various termination situations, assuming the applicable termination event occurred on December 31, 2025. Dr. Valente is not included below but please see the description of the Separation Agreement between the Company and Dr. Valente described above under “Leadership Transition”.

  56. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Termination Not in Connection with a Change in Control ($)(1) | Termination in Connection with a Change in Control ($)(2) | 2013 Plan and 2023 Plan — Certain Corporate Transactions ($)(3) | | Bassil I. Dahiyat, Ph.D. | Lump Sum Cash Severance Payment | $1,485,600 | $1,485,600 | |

  57. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Termination Not in Connection with a Change in Control ($)(1) | Termination in Connection with a Change in Control ($)(2) | 2013 Plan and 2023 Plan — Certain Corporate Transactions ($)(3) | | | Lump Sum Target Bonus Payment | 445,680 | 445,680 | | | | COBRA Payments | 33,810 | 33,810 | | | | Vesting Acceleration(4) | 2,207,379 | 2,886,798 | 2,886,798 | | | Benefit Total | $4,172,469 | $4,851,888 | $2,886,798 | | Bart Jan Cornelissen | Lump Sum Cash Severance Payment | $491,600 | $491,600 | | | | COBRA Payments | 33,810 | 33,810 | | | | Vesting Acceleration(4) | — | 843,812 | 843,812 | | | Benefit Total | $525,410 | $1,369,222 | $843,812 | | John R. Desjarlais, Ph.D. | Lump Sum Cash Severance Payment | $547,900 | $547,900 | | | | Lump Sum Target Bonus Payment | 273,950 | 273,950 | | | | COBRA Payments | 28,819 | 28,819 | | | | Vesting Acceleration(4) | 414,179 | 883,057 | 883,057 | | | Benefit Total | $1,264,848 | $1,733,726 | $883,057 | | Celia E. Eckert | Lump Sum Cash Severance Payment | $491,600 | $491,600 | | | | COBRA Payments | 12,057 | 12,057 | | | | Vesting Acceleration(4) | — | 599,632 | 599,632 | | | Benefit Total | $503,657 | $1,103,289 | $599,632 |

  58. Potential Payments upon Termination or Change in Control

    (1)These benefits would be payable by the Company under each NEO’s individual agreements if an officer is terminated without cause or if an officer resigns for good reason and such termination or resignation does not occur during the period before or after a change of control. For Dr. Dahiyat and Dr. Desjarlais, such period is within one month prior to or 12 months following a change in control. For Mr. Cornelissen and Ms. Eckert, such period is within 90 days prior to or 12 months after a change in control. Payments are subject, in each case, to the respective NEO’s execution of an effective release and waiver of claims in favor of the Company. (2)These benefits would be payable by the Company under each NEO’s individual agreements if an officer is terminated without cause or if an officer resigns for good reason and such termination or resignation occurs during the period before or after a change of control. For Dr. Dahiyat and Dr. Desjarlais, such period is within one month prior to or 12 months following a change in control. For Mr. Cornelissen and Ms. Eckert, such period is within 90 days prior to or 12 months after a change in control. Payments are subject, in each case, to the respective NEO’s execution of an effective release and waiver of claims in favor of the Company. (3)These benefits would be payable by the Company under the 2013 Plan and 2023 Plan, as applicable, if, upon a corporate transaction event, the Board exercised its discretion to accelerate the vesting and exercisability of outstanding stock options. (4)The value of vesting acceleration consists of stock options based on the closing price of $15.31 per share of common stock on December 31, 2025, minus the exercise price of the unvested stock option shares subject to acceleration, as well as the value of unvested restricted stock units based on the closing price of $15.31 per share of common stock on December 31, 2025. Accordingly, the amounts reported in the table only reflect restricted stock units and option grants with an exercise price less than the closing price of $15.31 per share of common stock on December 31, 2025.

  59. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following section has been prepared in accordance with the SEC’s pay versus performance ("PvP") disclosure rules. Under the PvP rules, the SEC has developed a definition of pay, referred to as Compensation Actually Paid, ("CAP"), which we are required to calculate and then compare to certain specified performance measures. Under the PvP rules, CAP for the principal executive officer ("PEO") and the average CAP for the non-PEO NEOs is calculated by starting with the Summary Compensation Table ("SCT") values for the relevant years and then making the following adjustments (as are applicable): •Subtracting: the grant date fair value of equity awards granted during the year; and the change in pension value for the year; and •Adding: the year-end fair value of unvested equity awards granted during the year; for equity awards granted in prior years that are outstanding and unvested at the end of the year, the difference between the fair value at the end of the year as compared to the end of the immediately prior year; for equity awards granted in prior years that vested during the year, the difference between the fair value as of the vesting date as compared to the end of the immediately prior year; and the pension service cost for that year. For the most recently completed fiscal year, we did not use any "financial performance measures" as defined in Item 402(v) of Regulation S-K to link compensation paid to the NEOs. Accordingly, we have omitted the tabular list of financial performance measures and the table below does not include a column for a "Company-Selected Measure" as defined in Item 402(v) of Regulation S-K.

  60. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2)(3) | Average Summary Compensation Table Total for non-PEO NEOs (1) | Average Compensation Actually Paid to non-PEO NEOs (1)(2)(3) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income (Loss) (in thousands) | | Year | | | | | TSR | Peer Group TSR | | | 2025 | $5,521,205 | $1,488,110 | $1,393,348 | $(418,100) | $35.09 | $119.92 | $(91,923) | | 2024 | $6,811,849 | $2,563,963 | $3,137,239 | $1,656,663 | $52.67 | $90.58 | $(232,618) | | 2023 | $7,965,955 | $6,147,081 | $3,116,346 | $2,116,864 | $48.66 | $91.84 | $(133,133) | | 2022 | $7,705,953 | $(770,559) | $2,443,329 | $38,234 | $59.68 | $88.53 | $(55,181) | | 2021 | $5,370,295 | $317,342 | $2,126,860 | $668,412 | $91.96 | $99.37 | $82,631 |

  61. PAY VERSUS PERFORMANCE

    _________________________________________ (1)For each year our PEO was Bassil Dahiyat. The individuals comprising the Non-PEO NEOs for each year presented are listed below:

  62. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | John R. Desjarlais | John R. Desjarlais | John R. Desjarlais | John R. Desjarlais | John R. Desjarlais | | John J. Kuch | John J. Kuch | John J. Kuch | John J. Kuch | Celia E. Eckert | | Celia E. Eckert | Celia E. Eckert | Celia E. Eckert | Celia E. Eckert | Nancy K. Valente | | Allen S. Yang | Allen S. Yang | Allen S. Yang | Nancy K. Valente | Bart Jan Cornelissen | | | | Nancy K. Valente | Bart Jan Cornelissen | |

  63. PAY VERSUS PERFORMANCE

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K, and therefore use hypothetical values and points in time when pay may not actually have been earned by or delivered to the NEOs. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. (4)“TSR” stands for “total shareholder return.” The Peer Group TSR shown in this table utilizes the Nasdaq Biotechnology (“NBI”) Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, for the years reflected in the table above. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. The historical stock price performance of our common stock shown is not necessarily indicative of future stock price performance. The following is a summary of the adjustments made to PEO compensation as reported in the SCT to determine PEO CAP. Certain numbers in this table may not sum due to rounding.

  64. PAY VERSUS PERFORMANCE

    | Adjustment to Determine Compensation Actually Paid to PEO | | | | 2025 | | Total compensation from SCT | $5,521,205 | | Deduction for amounts reported under stock awards in SCT | (1,552,892) | | Deduction for amounts reported under option awards in SCT | (2,727,018) | | Increase in fair value of awards granted during year that remain outstanding and unvested at year-end | 4,308,323 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted in prior year that were outstanding and unvested at year-end | (2,032,326) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted in prior year that vested during the year | (2,029,182) | | Compensation actually paid | $1,488,110 |

  65. PAY VERSUS PERFORMANCE

    The following is a summary of the adjustments made to average non-PEO NEO compensation as reported in the SCT to determine average non-PEO NEO CAP. Certain numbers in the following table may not foot due to rounding.

  66. PAY VERSUS PERFORMANCE

    | Adjustment to Determine Average Compensation Actually Paid to Non-PEO NEOs | | | | 2025 | | Average total compensation reported in SCT | $1,393,348 | | Deduction for amounts reported under stock awards in SCT | (260,887) | | Deduction for amounts reported under option awards in SCT | (433,198) | | Increase in fair value of awards granted during the year that remain outstanding and unvested at year-end | 723,799 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior year that were outstanding and unvested at year-end | (641,364) | | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | (361,420) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior year that vested during the year | (838,378) | | Compensation actually paid | $(418,100) |