DEF 14A of Neurogene Inc.
Filed Apr 16, 2026 · FY20250001404644-26-000027
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Certificate of Incorporation and Bylaws, the Board has fixed the number of directors constituting the Board at six. At the Annual Meeting, the stockholders will vote to elect the two Class III director nominees named in this Proxy Statement to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Our Board has nominated Dr. Robert Baffi and Rohan Palekar for election to our Board. Dr. Baffi was initially appointed to the Board in December 2023 pursuant to the Merger, and prior to that served on the Board of Neurogene OpCo from September 2020 until December 2023, and Mr. Palekar joined the Board in March 2022. Our director nominees have indicated that they are willing and able to serve as directors. However, if either of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.
Information Regarding Director Nominees and Continuing Directors
Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors, whose terms expire at the 2027 Annual Meeting of Stockholders; two Class II directors, whose terms expire at the 2028 Annual Meeting of Stockholders, and two Class III directors, who are up for election at this meeting for a term expiring at the 2029 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.
Information Regarding Director Nominees and Continuing Directors
| Name | Class | Age (as of April 7) | Position | | Rachel McMinn, Ph.D. | I | 53 | Executive Chair and Chief Executive Officer | | Cory Freedland, Ph.D.(1) | I | 50 | Lead Independent Director | | Robert Baffi, Ph.D.(2)(3) | III | 71 | Director | | Sarah B. Noonberg, M.D., Ph.D.(2) | II | 58 | Director | | Rohan Palekar(1)(2) | III | 60 | Director | | Robert Keith Woods (“Keith Woods”)(1)(3) | II | 58 | Director |
Information Regarding Director Nominees and Continuing Directors
(1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating Committee
Class III Director Nominees
Class III Director Nominees Robert Baffi, Ph.D. Dr. Baffi has served as a member of our Board since December 2023 and served as a member of the board of directors of Neurogene OpCo from September 2020 to December 2023. Dr. Baffi is a Venture Partner at Samsara BioCapital (“Samsara”), an investment company focused on the life sciences industry, which he joined in March 2021. Dr. Baffi had a 23-year tenure at BioMarin Pharmaceutical Inc. (Nasdaq: BMRN), a global biotechnology company, from May 2000 to March 2023, where he served as President of Global Manufacturing & Technical Operations from 2018 to 2020, was responsible for overseeing manufacturing, process development based on the baculovirus system, quality, logistics, engineering and analytical chemistry, and led the building of one of the first gene therapy manufacturing facilities of its kind, before he became Senior Advisor to the Chairman and Chief Executive Officer in 2021. Prior to BioMarin, Dr. Baffi served 14 years in a number of increasingly senior positions at Genentech, Inc., primarily in the functional area of quality control, as a Research Scientist at Cooper BioMedical, Inc. and as a Post-Doctoral Fellow at the Becton Dickinson Research Center. Dr. Baffi has contributed to the approval and commercial success of 28 products. Since 2024, Dr. Baffi has served as a member of the board of directors of Neuvivo, Inc., a venture-backed biotechnology company. Dr. Baffi is an emeritus member of the science advisory board of the National Institute for Bioprocessing Research & Training. Dr. Baffi served as a member of the board of directors of Mosaic ImmunoEngineering Inc. (OTMTKS: CPMV), a biotechnology company, from June 2021 until August 2025, and Bionic Sight, Inc., a biotechnology company, from 2020 until 2024. Dr. Baffi received his Ph.D., M. Phil. and B.S. in biochemistry from the City University of New York and his M.B.A. from Regis University. We believe Dr. Baffi is qualified to serve on our Board because of his extensive education and investment, management, commercialization, operational and leadership experience in the life sciences sector. Rohan Palekar. Rohan Palekar has served as a member of our Board since March 2022. Mr. Palekar served as Chief Executive Officer of 89bio, Inc., a biopharmaceutical company, from June 2018 until January 2026 and as a member of the board of directors from June 2018 until October 2025 when the company was acquired by Roche. Prior to 89bio, Mr. Palekar held various positions at Avanir Pharmaceuticals, Inc., a specialty pharmaceutical company, including the role of President and Chief Executive Officer of Avanir from December 2015 to July 2017, where he led the company following its acquisition by Otsuka Pharmaceutical Co., Ltd. in 2015. Prior to the acquisition, Mr. Palekar served as Executive Vice President and Chief Operating Officer in 2015 and as Senior Vice President and Chief Commercial Officer of Avanir from March 2012 to March 2015. Mr. Palekar has also held prior executive roles, including Chief Commercial Officer for Medivation, Inc., and various senior commercial and strategic management roles during his 16 years at Johnson & Johnson (NYSE: JNJ). Mr. Palekar served as a trustee for Aim High for High School, a non-profit educational institution, from 2018 until 2023 and chair of the board of trustees from 2021 to 2023. Mr. Palekar earned his M.B.A. from the Tuck School of Business at Dartmouth College, his B.Com. in Accounting from the University of Mumbai and his L.L.B. from the University of Mumbai. Mr. Palekar is also a certified Chartered Accountant and a Cost and Management Accountant. We believe Mr. Palekar is qualified to serve on our Board because of his operational experience in the biopharmaceutical industry as well as his senior management and leadership experience.
Class I Directors Continuing in Office
Class I Directors Continuing in Office Cory Freedland, Ph.D. Dr. Freedland has served as a member of our Board since December 2023 and as Lead Independent Director since January 2026. He also served on the board of directors of Neurogene OpCo from February 2019 to December 2023. Dr. Freedland is an independent consultant for biopharmaceutical companies. He was previously a Partner at Samsara BioCapital (“Samsara”), an investment company focused on the life sciences industry, from October 2017 until May 2025. Dr. Freedland has over 20 years of experience, leading multiple successful life science investments in his role. Prior to Samsara, Dr. Freedland was a Principal at Sofinnova Ventures, a biopharmaceutical venture capital firm, where he focused on biopharmaceutical investments. He played a central role in Sofinnova’s investments in Civitas Therapeutics, Inc. (acquired by Acorda Therapeutics, Inc.), Principia Biopharma, Spark Therapeutics, Inc. (acquired by Roche), Ziarco Pharma Ltd. (acquired by Novartis AG), and ZS Pharma, Inc. (acquired by AstraZeneca plc). Prior to Sofinnova, Dr. Freedland was a Principal at Novo A/S. Before his transition to healthcare investing, Dr. Freedland was a Vice President in the healthcare investment banking practice at Morgan Stanley. Prior to transitioning to life sciences finance, Dr. Freedland worked as a research scientist for Roche focusing on preclinical drug discovery and novel target identification for psychiatric and neurodegenerative diseases. Dr. Freedland served on the board of directors of Jiya Acquisition Corp. from November 2020 to November 2022. Dr. Freedland has also served on the board of directors of multiple private companies. Dr. Freedland received his Ph.D. in Pharmacology from Wake Forest University School of Medicine, his M.B.A. from the Kellogg School of Management and his B.A. in Psychology and Religious Studies from Connecticut College. We believe Dr. Freedland is qualified to serve on our Board because of his extensive leadership, investment and business development experience in the life sciences sector, as well as his experience as a director of several biotechnology company boards. Rachel McMinn, Ph.D. Dr. McMinn has served as Chief Executive Officer and Executive Chair of our Board since December 2023, and as Founder, Chief Executive Officer and a member of the Board of Directors of Neurogene OpCo since January 2018. Prior to founding Neurogene, she served as Chief Business and Strategy Officer of Intercept Pharmaceuticals, Inc. (formerly Nasdaq: ICPT, until its acquisition by Alfasigma S.p.A.), a biopharmaceutical company dedicated to the treatment of patients with serious liver disease, from April 2014 to December 2017. Prior to her operational experience, Dr. McMinn was an award-winning biotechnology analyst, with 13 years of experience at firms such as Bank of America Merrill Lynch, Cowen and Company and Piper Jaffray. Dr. McMinn has served on the board of directors of Everyone Medicines since 2021, and prior to that the non-profit Everyone Foundation from 2019 to 2021. Dr. McMinn received her B.A., magna cum laude, from Cornell University and her Ph.D. from The Scripps Research Institute, and was awarded a Post-Doctoral Miller Fellowship at the University of California, Berkeley. We believe Dr. McMinn is qualified to serve on our Board because of her in-depth knowledge of the Company, her operational and senior management experience, and her extensive healthcare investment research in the biotechnology industry.
Class II Directors Continuing in Office
Class II Directors Continuing in Office Sarah B. Noonberg, M.D., Ph.D. Dr. Noonberg has served as a member of our Board since August 2019. Dr. Noonberg has over 20 years of industry experience leading development programs from discovery to commercialization across a range of indications, and has served as the Chief Medical Officer of AbCellera Biologics Inc. (Nasdaq: ABCL), a clinical-stage biotechnology company focused on anti-body based medicines in endocrinology, women’s health, immunology and oncology, since September 2025. Prior to AbCellera, from January 2023 to August 2025, Dr. Noonberg served as Chief Medical Officer of Metagenomi, Inc. (Nasdaq: MGX), a next-generation gene editing biotechnology company, and from September 2020 to September 2022, as the Chief Medical Officer of Maze Therapeutics, a human-genetics driven research and development company. Other executive roles have included Chief Medical Officer of Nohla Therapeutics Inc., Chief Medical Officer of Prothena Corporation plc (Nasdaq: PRTA), Group Vice President and Head of Global Clinical Development at BioMarin Pharmaceuticals Inc. (Nasdaq: BMRN), and Senior Vice President of Early Development at Medivation, Inc. Dr. Noonberg also previously served as a member of the board of directors of Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a biopharmaceutical company, from May 2023 to November 2024, and on the board of directors of Protagonist Therapeutics, Inc (Nasdaq: PTGX), a biopharmaceutical company, from December 2017 to May 2023. Dr. Noonberg received her M.D. from the University of California, San Francisco, her Ph.D. in Bioengineering from the University of California, Berkeley, and her B.S. in Engineering from Dartmouth College. She is a board-certified internist and completed her residency at Johns Hopkins Hospital. We believe Dr. Noonberg is qualified to serve on our Board because of her senior leadership and public company board experience in the biopharmaceutical industry as well as her extensive medical knowledge and clinical development and regulatory experience. Keith Woods. Mr. Woods has served as a member of our Board since December 2023. Since April 2025, Mr. Woods has been the Chief Operating Officer of Scholar Rock, Inc., a biopharmaceutical company focused on the discovery, development and delivery of innovative medicines for the treatment of serious diseases in which signaling by protein growth factors plays a fundamental role. Prior to his role at Scholar Rock, Mr. Woods was an advisor to the board of directors of argenx SE (Nasdaq: ARGX), a biopharmaceutical company, from March 2023 until April 2025, and served as Chief Operating Officer of argenx SE from April 2018 to March 2023. Mr. Woods has over 30 years of experience in the biopharmaceutical industry, including senior roles at Alexion Pharmaceuticals, Inc., where among other things he led the launch of Soliris in atypical hemolytic uremic syndrome. Prior to Alexion, Mr. Woods held various positions of increasing responsibility within Roche, Amgen Inc. and Eisai Co., Ltd., over a span of 20 years. Mr. Woods has served on the board of directors of TScan Therapeutics, Inc. (Nasdaq: TCRX) since December 2023, and also served on the boards of X4 Pharmaceuticals, Inc. (Nasdaq: XFOR) from October 2023 until April 2025 and Rocket Pharmaceuticals, Inc. (Nasdaq: RCKT) from December 2023 until April 2025. Mr. Woods received his B.S. in Marketing from Florida State University. We believe Mr. Woods is qualified to serve on our Board because of his extensive senior management, leadership and operational experience in the biopharmaceutical industry. The Board recommends a vote “FOR” the election of each of the Class III director nominees set forth above.
Board Committees
Audit Committee. The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes of the Company, including the audits of the Company’s financial statements, the integrity of the financial statements and the annual review of the performance, qualifications and independence of the outside auditor. This includes reviewing the financial information provided to stockholders and others and the adequacy and effectiveness of the Company’s internal controls. The committee also makes recommendations to the Board as to whether financial statements should be included in the Company’s Annual Report on Form 10-K. Dr. Freedland qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules. Compensation Committee. The primary responsibilities of our Compensation Committee are to periodically review and approve the compensation and other benefits for our executive officers and directors. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating the performance of our CEO in light of the goals and objectives and setting or recommending to the Board the CEO’s compensation based on the committee’s evaluation. The committee also oversees the evaluation of other executive officers and sets or recommends to the Board the compensation of such executive officers based upon the recommendation of the CEO, administers and makes recommendations to the Board regarding equity incentive plans that are subject to the Board’s approval and approves the grant of equity awards under the plans and oversees our strategies and policies related to human capital management. The Compensation Committee may delegate its duties and responsibilities to one or more subcommittees. The committee may also delegate authority to certain of our executive officers to review and approve the compensation of our employees and to approve certain equity grants within defined parameters. Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans but will not be present during voting or deliberations on their own compensation. The committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”) in 2025 to provide advice regarding the amount and form of executive and director compensation — in this capacity, Aon reports directly to the committee. The committee has determined that (1) Aon satisfies applicable independence criteria and (2) Aon’s work with the Company does not raise any conflicts of interest, in each case under applicable Nasdaq listing rules and the rules and regulations established by the SEC. Nominating and Corporate Governance Committee. The primary responsibilities of our Nominating and Corporate Governance Committee are to engage in succession planning for the Board, identify individuals qualified to become members of the Board, recommend director candidates to the Board, including for election or reelection to the Board at each annual stockholders’ meeting, and perform a leadership role in shaping the Company’s corporate governance. In addition, the committee is responsible for developing and recommending to the Board criteria for identifying and evaluating qualified director candidates and developing and recommending to the Board a set of corporate governance principles. The committee is also responsible for making recommendations to the Board concerning the size, structure, composition and functioning of the Board and its committees.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the compensation awarded to, earned by, or paid to our NEOs during the years ended December 31, 2025 and 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Rachel McMinn | 2025 | 618,800 | 371,280 | 385,746 | 1,826,570 | 7,157 | 3,209,553 | | Founder and Chief Executive Officer | 2024 | 595,000 | 327,250 | — | 2,535,405 | 7,160 | 3,464,815 | | Christine Mikail | 2025 | 556,000 | 305,800 | 327,642 | 1,552,754 | 12,262 | 2,754,458 | | President and Chief Financial Officer | 2024 | 515,000 | 231,750 | 1,150,422 | 1,465,002 | — | 3,362,174 | | Julie Jordan | 2025 | 496,800 | 198,720 | 135,576 | 640,392 | 819 | 1,472,307 | | Chief Medical Officer | 2024 | 460,000 | 184,636 | — | 1,809,000 | 6,400 | 2,460,036 |
2025 Summary Compensation Table
____________ (1) Amounts in this column represent annual discretionary bonuses for services performed during the fiscal year that were paid early in the following fiscal year. (2) Amounts in these columns represent the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, of stock awards and stock options granted to the NEOs in the years shown. Dr. McMinn and Ms. Mikail were also granted performance share units (“PSUs”) in 2024, however, the grant date fair value was determined to be $0 as they were not deemed probable of vesting at the time of grant. The aggregate market value of performance share units granted in 2024 as of the date of grant, assuming the achievement of the highest level of performance conditions, is $5,485,591 for Dr. McMinn and $3,606,000 for Ms. Mikail. For more information regarding the assumptions used in these calculations, see Note 12 to our consolidated financial statements, Stock-Based Compensation, in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts may not correspond to the actual value eventually realized by each NEO because the value realized depends on the market value of our common stock at the time the stock award vests or the stock option is exercised, as applicable. (3) Amounts in this column include matching contributions under our 401(k) plan.
Outstanding Equity Awards at 2025 Fiscal-Year End Table
Outstanding Equity Awards at 2025 Fiscal-Year End Table The following table sets forth information regarding the outstanding equity awards held by each NEO as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(3) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Rachel McMinn(2) | 9/23/2021 | 756 | — | 25.32 | 9/22/2026 | — | — | — | — | | | 3/9/2023 | 25,988 | 11,812 | 20.22 | 3/8/2028 | — | — | — | — | | | 3/13/2024 | 40,811 | 52,471 | 36.06 | 3/12/2034 | — | — | — | — | | | 3/13/2024 | — | — | — | — | 76,062 | 1,566,877 | — | — | | | 3/13/2024 | — | — | — | — | — | — | 76,062 | 1,566,877 | | | 3/26/2025 | — | 143,500 | 16.14 | 3/25/2035 | — | — | — | — | | | 3/26/2025 | — | — | — | — | 23,900 | 492,340 | — | — | | Christine Mikail | 10/1/2019 | 29,452 | — | 5.82 | 9/30/2029 | — | — | — | — | | | 10/16/2020 | 37,800 | — | 10.71 | 10/15/2030 | — | — | — | — | | | 9/23/2021 | 756 | — | 23.02 | 9/22/2031 | — | — | — | — | | | 3/9/2023 | 25,987 | 11,813 | 18.39 | 3/8/2033 | — | — | — | — | | | 3/13/2024 | 23,580 | 30,320 | 36.06 | 3/12/2034 | — | — | — | — | | | 3/13/2024 | — | — | — | — | 21,269 | 438,141 | — | — | | | 3/13/2024 | — | — | — | — | 50,000 | 1,030,000 | — | — | | | 3/13/2024 | — | — | — | — | — | — | 50,000 | 1,030,000 | | | 3/26/2025 | — | 122,000 | 16.14 | 3/25/2035 | — | — | — | — | | | 3/26/2025 | — | — | — | — | 20,300 | 418,180 | — | — | | Julie Jordan | 1/16/2024 | 35,937 | 39,063 | 32.30 | 1/16/2034 | — | — | — | — | | | 3/26/2025 | — | 50,300 | 16.14 | 3/25/2035 | — | — | — | — | | | 3/26/2025 | — | — | — | — | 8,400 | 173,040 | — | — |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
(1) These stock options vest as to 25% of the award on the one-year anniversary of the vesting commencement date, which is the date of grant, and in 36 equal monthly installments thereafter, subject to continued employment through the applicable vesting date. (2) Grants made to Dr. McMinn in 2021-2023 have an exercise price that is 110% of the fair market value of the common stock on the date of grant in compliance with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, relating to grants of incentive stock options to individuals who hold 10% or more of the outstanding stock of the issuer on the date of grant. (3) Except as noted in the next sentence, these restricted stock units vest ratably over three years on the first, second and third anniversary of the date of grant, subject to continued employment through the applicable vesting date. With respect to the March 13, 2024 grants of 76,062 shares for Dr. McMinn and 50,000 shares for Ms. Mikail, this represents 50% of the performance share units for which the applicable performance goals related to clinical trial enrollment were achieved during 2025, and such shares will vest on the third anniversary of the date of grant of the award, subject to continued employment through such date. (4) These performance share units will vest upon the achievement of performance goals related to clinical developments prior to December 31, 2026, subject to continued employment through the third anniversary of the date of grant of such award.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Rachel McMinn Pursuant to the terms set forth in an amendment to Dr. McMinn’s Restricted Stock Purchase Agreement, in the event that Dr. McMinn is terminated by Neurogene other than for “Cause” or that Dr. McMinn resigns for “Good Reason” within 60 days prior to, or within 12 months following, a “Change in Control,” then the vesting schedule of her stock options will be accelerated so that all unvested stock options will immediately become vested on such date. For purposes of Dr. McMinn’s vesting acceleration: •“Cause” generally means Dr. McMinn’s: (i) repeated and willful failure after written notice to perform her reasonably assigned duties for Neurogene, (ii) engagement in dishonesty, gross negligence or misconduct or (iii) conviction of, or the entry of a pleading of guilty or nolo contendere of, any crime involving moral turpitude or any felony. •“Change in Control” generally means (i) a merger or consolidation in which Neurogene or its subsidiary is a constituent party and Neurogene issues shares of Neurogene capital stock pursuant to such merger or consolidation, or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by Neurogene of all or substantially all the assets of Neurogene. •“Good Reason” generally means (i) where Dr. McMinn and Neurogene mutually agree in writing that Good Reason exists, (ii) a material diminution in annual base salary (excluding across the board reductions), (iii) any material diminution in title, authority, responsibilities or lines of reporting, or (iv) a required geographic relocation by more than 50 miles, in each case, subject to standard notice and cure periods. On April 1, 2024, we entered into the McMinn Employment Agreement, pursuant to which Dr. McMinn will be entitled to receive the following severance amounts upon termination by the Company without “cause” or by Dr. McMinn for “good reason” (in each case as defined in the McMinn Employment Agreement), subject to Dr. McMinn’s execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants: •a lump sum payment equal to 12 months of her annual base salary then in effect; •any bonus earned for the fiscal year prior to such termination but not yet paid; •a pro-rata annual bonus amount calculated based on the number of days from and including the first day of the then-current fiscal year to the date of termination; and •premium payments for up to 12 months of continuing health care coverage benefits for Dr. McMinn and any dependents who are covered by her health care benefits. If Dr. McMinn is terminated by the Company without “cause” or resigns for “good reason” during a period that is three months prior to or twelve months following a change in control, then in lieu of the foregoing, Dr. McMinn will be entitled to receive: •a lump sum payment equal to 1.5x the sum of her annual base salary and target annual bonus then in effect; •any bonus earned for the fiscal year prior to such termination but not yet paid; •premium payments for up to 18 months of continuing health care coverage benefits for Dr. McMinn and any dependents who are covered by her health care benefits; and •acceleration of the vesting of all equity and equity-based awards held by Dr. McMinn as of such termination For purposes of the McMinn Employment Agreement: •“Cause” generally means a good faith determination by the Board that her employment be terminated due to her indictment, conviction or plea to a felony or other crime involving fraud, dishonesty or moral turpitude, material misconduct or gross negligence in performing her duties, her material failure or refusal to follow policies and lawful directives of the Board, any fraud, embezzlement, theft or dishonesty in connection with her employment by the Company, her material breach of the McMinn Employment Agreement or her failure to comply in any material respect with applicable laws with respect to the operation of the business. •“Good Reason” generally means the failure or refusal of the Company to comply with the terms of the McMinn Employment Agreement in any material respect, a material diminution in Dr. McMinn’s duties, title, authority, status or responsibilities, a material reduction in her base salary or annual cash bonus opportunity (in each case unless it is part of a reduction that applies similarly and in substantially the same way to similarly situated officers), or requiring Dr. McMinn to be located at an office that is more than 50 miles from the Company’s current headquarters (other than pursuant to a stay home order from a governmental entity). •“Change in Control” generally means any person becoming the beneficial owner of more than 50% of the securities of the Company (directly or indirectly), a change in the majority of the Board of Directors, consummation of a merger or other acquisition pursuant to which the beneficial owners of the Company prior to such transaction no longer hold a majority of the voting securities of the Company following such transaction, the implementation of a plan of dissolution or liquidation, or the consummation of a sale of more than 50% of the Company’s assets to an entity whose beneficial ownership is less than 50% owned by the prior beneficial owners of the Company in substantially the same proportions as before such transaction. Christine Mikail On April 1, 2024, we entered into the Mikail Employment Agreement pursuant to which Ms. Mikail is entitled to receive the following severance amounts upon termination by the Company without “cause” or by Ms. Mikail for “good reason” subject to Ms. Mikail’s execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants: •a lump sum payment equal to 12 months of her annual base salary then in effect; •any bonus earned for the fiscal year prior to such termination but not yet paid; •a pro rata annual bonus amount calculated based on the number of days from and including the first day of the then-current fiscal year to the date of termination; and •premium payments for up to 12 months of continuing healthcare coverage benefits for Ms. Mikail and any dependents who are covered by her healthcare benefits. If Ms. Mikail is terminated by the Company without “cause” or resigns for “good reason” during a period that is three months prior to or twelve months following a change in control (as that term is defined in the 2023 Plan): •a lump sum payment equal to 1.25x her base salary and target bonus then in effect; •any bonus earned for the fiscal year prior to such termination but not yet paid; •up to 18 months of continuing health care coverage benefits for Ms. Mikail and any dependents who are covered by her health care benefits; and •acceleration of the vesting of all equity and equity-based awards held by Ms. Mikail as of such termination. For purposes of the Mikail Employment Agreement: •“Cause” generally means a good faith determination by the Board that her employment be terminated due to her indictment, conviction or plea to a felony or other crime involving fraud, dishonesty or moral turpitude, material misconduct or gross negligence in performing her duties, her material failure or refusal to follow policies and lawful directives of the Board, any fraud, embezzlement, theft or dishonesty in connection with her employment by the Company, her material breach of the Mikail Employment Agreement or her failure to comply in any material respect with applicable laws with respect to the operation of the business.
Potential Payments Upon Termination or Change in Control
•“Good Reason” generally means the failure or refusal of the Company to comply with the terms of the Mikail Employment Agreement in any material respect, a material diminution in Ms. Mikail’s duties, title, authority, status or responsibilities, a material reduction in her base salary or annual cash bonus opportunity (in each case unless it is part of a reduction that applies similarly and in substantially the same way to similarly situated officers), or requiring Ms. Mikail to be located at an office that is more than 50 miles from the Company’s current headquarters (other than pursuant to a stay home order from a governmental entity), in each case, subject to standard notice and cure periods. •“Change in Control” generally means any person becoming the beneficial owner of more than 50% of the securities of the Company (directly or indirectly), a change in the majority of the Board of Directors, consummation of a merger or other acquisition pursuant to which the beneficial owners of the Company prior to such transaction no longer hold a majority of the voting securities of the Company following such transaction, the implementation of a plan of dissolution or liquidation, or the consummation of a sale of more than 50% of the Company’s assets to an entity whose beneficial ownership is less than 50% owned by the prior beneficial owners of the Company in substantially the same proportions as before such transaction. Julie Jordan On April 1, 2024, we entered into the Jordan Employment Agreement pursuant to which Dr. Jordan is entitled to receive the following severance amounts upon termination by the Company without “cause” or by Dr. Jordan for “good reason” subject to Dr. Jordan’s execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants: •a pro rata annual bonus amount calculated based on the number of days from and including the first day of the then-current fiscal year to the date of termination; and •premium payments for up to 9 months of continuing healthcare coverage benefits for Dr. Jordan and any dependents who are covered by her healthcare benefits. If Dr. Jordan is terminated by the Company without “cause” or resigns for “good reason” during a period that is three months prior to or twelve months following a change in control (as that term is defined in the 2023 Plan): •a lump sum payment equal to 1x her base salary and target bonus then in effect; •any bonus earned for the fiscal year prior to such termination but not yet paid; •up to 12 months of continuing health care coverage benefits for Dr. Jordan and any dependents who are covered by her health care benefits; and •acceleration of the vesting of all equity and equity-based awards held by Dr. Jordan as of such termination. For purposes of the Jordan Employment Agreement: •“Cause” generally means a good faith determination by the Board that her employment be terminated due to her indictment, conviction or plea to a felony or other crime involving fraud, dishonesty or moral turpitude, material misconduct or gross negligence in performing her duties, her material failure or refusal to follow policies and lawful directives of the Board, any fraud, embezzlement, theft or dishonesty in connection with her employment by the Company, her material breach of the Jordan Employment Agreement or her failure to comply in any material respect with applicable laws with respect to the operation of the business. •“Good Reason” generally means the failure or refusal of the Company to comply with the terms of the Jordan Employment Agreement in any material respect, a material diminution in Dr. Jordan’s duties, title, authority, status or responsibilities, a material reduction in her base salary or annual cash bonus opportunity (in each case unless it is part of a reduction that applies similarly and in substantially the same way to similarly situated officers), or requiring Dr. Jordan to be located at an office that is more than 50 miles from the Company’s current headquarters (other than pursuant to a stay home order from a governmental entity), in each case, subject to standard notice and cure periods. •“Change in Control” generally means any person becoming the beneficial owner of more than 50% of the securities of the Company (directly or indirectly), a change in the majority of the Board of Directors, consummation of a merger or other acquisition pursuant to which the beneficial owners of the Company prior to such transaction no longer hold a majority of the voting securities of the Company following such transaction, the implementation of a plan of dissolution or liquidation, or the consummation of a sale of more than 50% of the Company’s assets to an entity whose beneficial ownership is less than 50% owned by the prior beneficial owners of the Company in substantially the same proportions as before such transaction.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as computed in accordance with the SEC rules) and the Company’s performance with respect to certain financial metrics.
Pay Versus Performance
| Year | Summary Compensation Table Total for Dr. McMinn1 | Compensation Actually Paid to Dr. McMinn2 | Summary Compensation Table Total for Ms. Cochener1 | Compensation Actually Paid to Ms. Cochener2 | Summary Compensation Table Total for Dr. Drachman1 | Compensation Actually Paid to Dr. Drachman2 | Average Summary Compensation Table Total for Non-Principal Executive Officer (“PEO”) NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs4 | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”)5 | Net Income (Loss)6 (in thousands) | | 2025 | 3,209,553 | 3,228,962 | — | — | — | — | 2,113,383 | 2,129,801 | 202 | (90,351) | | 2024 | 3,464,815 | 2,723,448 | — | — | — | — | 2,911,105 | 2,361,984 | 225 | (75,144) | | 2023 | 1,080,629 | 1,041,892 | 1,827,432 | 1,902,501 | 549,983 | 477,211 | 1,242,197 | 1,252,222 | 190 | (36,317) |
Pay Versus Performance
1 The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. 2 The dollar amounts reported represent the amount of “compensation actually paid” to each of the PEOs during the applicable year, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEOs during the applicable year. In accordance with SEC rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below with respect to the most recent fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
Pay Versus Performance
| Compensation Actually Paid to PEO | 2025 (Dr. McMinn) | | Summary Compensation Table Total | 3,209,553 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (2,212,316) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 2,935,451 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (495,714) | | Plus (less), change in fair value from prior year end to the vesting date of equity awards granted in prior years that vested in the year | (208,012) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation Actually Paid to PEO | 3,228,962 |
Pay Versus Performance
3 The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO(s)) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding the PEO(s)) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 and 2025, Ms. Mikail and Dr. Jordan, and (ii) for 2023, Ms. Mikail, Dr. Cobb, and the Company’s former Interim Chief Financial Officer Sean Smith. 4 The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO(s)), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO(s)) during the applicable year. In accordance with the SEC rules, these amounts reflect “Total” as set forth in the Summary Compensation Table for each year, adjusted as shown below with respect to the most recent fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
Pay Versus Performance
| Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Average Summary Compensation Table Total | 2,113,383 | | Less, average value of “Option Awards” and “Stock Awards” reported in Summary Compensation Table | (1,328,182) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 1,762,328 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | — | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | (222,475) | | Plus (less), average change in fair value from the prior year end to the vesting date of equity awards granted in prior years that vested in the year | (195,253) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Average Compensation Actually Paid to Non-PEO NEOs | 2,129,801 |
Pay Versus Performance
5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends, if any, for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2022. 6 The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. Analysis of the Information Presented in the Pay versus Performance Table The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO(s), the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s TSR over the fiscal three year period from 2023 through 2025: Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO(s), the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s Net Income (Loss) over the three fiscal year period from 2023 through 2025:
Director Compensation
Director Compensation
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy We have adopted a policy for compensating our non-employee directors with a combination of cash and equity, with such equity awards being subject to the terms and conditions of our 2023 Plan, and the Stock Option Agreement thereunder and related forms of grant notices approved by the Board. The Board, with input from our independent compensation consultant, periodically reviews non‑employee director compensation against a peer group of similarly sized biopharmaceutical companies and seeks to position total director compensation within a competitive range, rather than at the top of the market. •Cash Compensation. For the year ended December 31, 2025, each of our non-employee directors was eligible to receive a $40,000 annual cash retainer for serving as a member of the Board (except for a non-executive Chair of the Board, if one is appointed, who would have been eligible to receive a $70,000 annual cash retainer in such a position) as well as the following additional annual cash fees for their committee service:
Non-Employee Director Compensation Policy
| | Chair | | Member | | | Audit Committee | | 15,000 | | 8,000 | | Compensation Committee | | 12,000 | | 6,000 | | Nominating Committee | | 10,000 | | 5,000 |
Non-Employee Director Compensation Policy
Each annual cash retainer and additional annual fee is paid quarterly in arrears. In addition, we reimburse all of our directors for their reasonable out-of-pocket expenses, including travel, food and lodging, incurred by them in connection with attendance at Board and committee meetings. In March 2026, the Board approved a supplemental annual retainer for the newly appointed Lead Independent Director role of $25,000, and an increase in certain cash retainer amounts under the non-employee director compensation policy, to reflect the time commitment and responsibilities of these positions. Following that increase, the Audit Committee chair will now receive an annual retainer of $20,000, each non-chair member of the Audit Committee will receive an annual retainer of $10,000, the Compensation Committee chair will receive an annual retainer of $15,000 and each non-chair member of that committee will receive an annual retainer of $7,500. Annual cash retainer amounts for service as a board member and for the nominating committee chair and members remain unchanged. •Equity Compensation. New non-employee directors are entitled to receive an initial equity grant of 24,100 stock options. Subject to the director’s continued service, initial equity awards vest in equal monthly installments over a three-year period following the date of grant. In addition, each non-employee director is entitled to receive an annual equity grant of 12,050 stock options. The annual equity awards vest in equal monthly installments over the 12 months from the date of grant.
Fiscal Year 2025 Non-Employee Director Compensation Table
Fiscal Year 2025 Non-Employee Director Compensation Table The following table shows the compensation earned in 2025 by the non-employee directors who served on the Board during such year.
Fiscal Year 2025 Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Non-Employee Directors | | | | | | Robert Baffi | 56,000 | 184,484 | — | 240,484 | | Cory Freedland(2) | 55,000 | 184,484 | — | 239,484 | | Sarah Noonberg | 46,000 | 184,484 | — | 230,484 | | Rohan Palekar | 60,000 | 184,484 | — | 244,484 | | Keith Woods | 53,000 | 184,484 | — | 237,484 |
Fiscal Year 2025 Non-Employee Director Compensation Table
(1) The amounts in this column represent the aggregate grant date fair value of the stock options granted to each non-employee director during the 2025 fiscal year under the 2023 Plan, computed in accordance with FASB ASC Topic 718. For more information regarding the assumptions used in these calculations, see Note 12 to our consolidated financial statements, Stock-Based Compensation, in our Annual Report on Form 10-K for the year ended December 31, 2025. (2) Dr. Freedland was an employee of Samsara BioCapital, L.P. (“Samsara LP”) for a portion of the year during which he served on our Board as a representative of Samsara LP. While he was employed at Samara LP, all fees paid for Dr. Freedland’s service as a director of the Company were paid to Samsara LP pursuant to the policies of Samsara LP. Pursuant to this policy, Samsara LP received $18,333 in fees and Dr. Freedland received $36,667. Dr. McMinn, our CEO and Executive Chair, did not receive any additional compensation for her service on the Board. The compensation received by Dr. McMinn for her service as our CEO is presented in the 2025 Summary Compensation Table above. As of December 31, 2025, our non-employee directors held the following options to purchase shares of our common stock:
Fiscal Year 2025 Non-Employee Director Compensation Table
| Name | Number of Shares Subject to Outstanding Options as of December 31, 2025 (#) | | Robert Baffi | 46,792 | | Cory Freedland(1) | 35,150 | | Sarah Noonberg | 41,250 | | Rohan Palekar | 40,150 | | Keith Woods | 35,150 |
Fiscal Year 2025 Non-Employee Director Compensation Table
(1) Until May 2025, Dr. Freedland served on our Board as a representative of Samsara LP, and pursuant to a contractual obligation of Dr. Freedland to Samsara LP, Samsara LP is deemed to beneficially own certain securities received by Dr. Freedland as compensation for serving as a director while employed at Samsara LP. Pursuant to this agreement, Dr. Freedland disclaims any pecuniary interest in the 13,188 stock options deemed to be beneficially owned by Samsara LP and to which Samsara LP is entitled to an indirect pecuniary interest.