DEF 14A of Zevra Therapeutics, Inc.
Filed Apr 20, 2026 · FY20250001434647-26-000025
Election of Directors
Election of Directors Our Board currently is divided into three classes. Each class consists, as nearly as possible, of one‑third of the total number of directors, and each class has a three‑year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, will serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board presently has eight members but has resolved to reduce that number to seven, effective as of the Annual Meeting. As a result, effective as of the Annual Meeting, the Board’s class structure will be as follows: Class I, whose current term will expire at the 2028 annual meeting of stockholders; Class II, whose term will expire at the Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire at the 2029 annual meeting of stockholders; and Class III, whose term will expire at the 2027 annual meeting of stockholders. The current Class I directors are Alicia Secor and Tamara A. Favorito; the current Class II directors are John B. Bode, Douglas W. Calder, and Corey Watton; and the current Class III directors are Thomas D. Anderson, Neil F. McFarlane and Alvin Shih, M.D. Each of the nominees listed below is currently a Class II director of the Company. Mr. Bode has not been nominated for re-election at the Annual Meeting. If elected at the Annual Meeting, each of Messrs. Calder and Watton would serve until the 2029 annual meeting of our stockholders and until such director’s successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. All of our directors attended the 2025 annual meeting of our stockholders. As described further in Proposal 3 below, the Board recommends that the Company’s stockholders approve at the Annual Meeting an amendment to the Company’s Restated Certificate of Incorporation to phase out the classified Board structure and provide that all directors elected at or after the 2027 annual meeting of stockholders be elected on an annual basis. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. If any nominee becomes unable to serve or for good cause will not serve as a director, shares that would have been voted for that nominee may instead be voted for the election of a substitute nominee proposed by our Board. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee would be unable to serve.
Election of Directors
| 2026 Proxy Statement | 13 |
Election of Directors
| | PROPOSAL 1 ELECTION OF DIRECTORS |
Board Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2029 Annual Meeting
Board Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2029 Annual Meeting
Board Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2029 Annual Meeting
| | | | | | | | | | Douglas W. Calder has served as a director of our Company since April 2023. Since 2015, Mr. Calder has served as president and financial controller, as well as a director, of Vycellix, Inc. and its subsidiaries and affiliates. He has also served as a member of the board of directors for NextGenNK since 2019; a member of the board of directors of BioFlorida from 2019 to 2025, and, since then, as a special advisor to the board; a member of the Society for Natural Immunity since 2018; and a member of the board of directors of Lunai Bioworks, Inc. (formerly Renovaro, Inc.) since 2024. Mr. Calder has more than 30 years of life science executive experience, having served in various senior executive roles for Florida-based biotechnology companies and research institutes, including Viragen, Accentia Biopharmaceuticals, Biovest International and the Vaccine & Gene Therapy Institute of Florida, as well as having formerly served as a registered financial portfolio manager, with a focus on life science equities, with Gruntal & Co. and Dean Witter Reynolds. •Education Mr. Calder received a BA from Florida State University. Experience and Qualifications Our Board believes that Mr. Calder’s experience in the biotechnology and life science industries, including as an executive and as director, provide him with the qualifications and skills to serve as a director of our Company. | | | | | | Douglas W. Calder Independent | | | | | | | Age: 59 Director Since: April 2023 Zevra Board Committees: •Compensation •Nominating & Corporate Governance (Chair) | | | | | | | | Skills | | | | | | | | Executive Leadership | | Corporate Governance | | | | | Industry | | Investor Relations |
Board Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2029 Annual Meeting
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Board Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2029 Annual Meeting
| PROPOSAL 1 ELECTION OF DIRECTORS | |
Board Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2029 Annual Meeting
| | | | | | | | | | Corey Watton has served as a director of our Company since April 2023. Mr. Watton currently serves as chief financial officer of Hausmann Construction, Inc. Prior to Hausmann, Mr. Watton served as president and chief executive officer of Fusion Medical Staffing, LLC from 2023 to 2025, having previously served for four years as Fusion’s chief financial officer, where he oversaw finance, project management, operations, facilities and legal, as well as human resources. From 2009 through 2019, he served as chief financial officer of Home Instead Senior Health Care, a global leader in in-home health care, where he oversaw finance, subsidiary companies and the financial arm of an international subsidiary. He previously was a partner of Lutz & Company, a regional accounting firm, from 1996 to 2009. •Education Mr. Watton is a certified public accountant and received a BS in Finance and Accounting from University of Nebraska-Lincoln. Experience and Qualifications Our Board believes that Mr. Watton’s senior leadership roles in the medical services industry, combined with his expertise in accounting, make him well qualified to serve as a director of our Company. | | | | | | Corey Watton Independent | | | | | | | Age: 56 Director Since: April 2023 Zevra Board Committees: •Audit •Compensation | | | | | | | | Skills | | | | | | | | Executive Leadership | | Finance | | | | | Operations | | |
Board Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2029 Annual Meeting
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF DOUGLAS W. CALDER AND COREY WATTON. |
Board Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2029 Annual Meeting
| 2026 Proxy Statement | 15 |
Board Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2029 Annual Meeting
| | PROPOSAL 1 ELECTION OF DIRECTORS |
Class I Directors Continuing in Office Until the 2028 Annual Meeting
Class I Directors Continuing in Office Until the 2028 Annual Meeting
Class I Directors Continuing in Office Until the 2028 Annual Meeting
| | | | | | | | | | Alicia Secor has served as a director of our Company since December 2025. Since January 2026, she has served as president and chief executive officer, as well as a director, of Paratus Sciences Corporation, a privately-held biotechnology company that harnesses evolutionary insights via its AI engine to deliver breakthrough medicines for cardiometabolic and immune & inflammatory diseases. From 2019 to 2025, she served as president and chief executive officer, as well as a director, of Atalanta Therapeutics, Inc., a privately-held biotechnology company pioneering new treatment options for neurodegenerative diseases. Prior to that, Ms. Secor served as president and chief executive officer of Juniper Pharmaceuticals, Inc., a publicly-traded pharmaceutical company, from 2016 to 2018, when the company was acquired by Catalent, Inc. From 1998 to 2013, Ms. Secor held various roles of increasing responsibility at Genzyme (now a part of Sanofi), culminating in her tenure as vice president and general manager of Metabolic Diseases. Ms. Secor also served on the board of directors of Orchard Therapeutics plc, an English global gene therapy company that was publicly traded in the United States on the Nasdaq market, until its acquisition by Kyowa Kirin Co., Ltd. in 2024. She also served on the boards of G1 Therapeutics, Inc., prior to its acquisition by Pharmacosmos A/S, and GW Pharmaceuticals plc, prior to its acquisition by Jazz Pharmaceuticals plc. She also served on the board of the Foundation for Prader-Willi Research, a non-profit organization. •Education Ms. Secor holds an MBA from D’Amore-McKim School of Business at Northeastern University and a BS in Health Administration from the University of New Hampshire. Experience and Qualifications Our Board believes that Ms. Secor’s more than 30 years of experience in the life sciences industry, including as CEO and director of private and public companies, make her well qualified to serve as a director of our Company. | | | | | | Alicia Secor Independent | | | | | | | Age: 63 Director Since: December 2025 Zevra Board Committees: •Audit •Compensation | | | | | | | | Skills | | | | | | | | Executive Leadership | | Corporate Governance | | | | | Industry | | Finance | | | | | Operations | | International | | | | | Investor Relations | | |
Class I Directors Continuing in Office Until the 2028 Annual Meeting
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Class I Directors Continuing in Office Until the 2028 Annual Meeting
| PROPOSAL 1 ELECTION OF DIRECTORS | |
Class I Directors Continuing in Office Until the 2028 Annual Meeting
| | | | | | | | | | Tamara A. Favorito has served as a director of our Company since August 2021, and as our Board Chair since May 2023. Ms. Favorito has more than 35 years of life sciences industry experience, including 20 years as a chief financial officer. Since 2021, she has served as a board member and audit committee chair of Artelo Biosciences, Inc., a publicly-traded clinical-development stage company. In 2019, Ms. Favorito served as interim chief financial officer of Immunic, Inc., a publicly-traded clinical-stage drug development company. She also served as chief financial officer of Signal Genetics, Inc. (now Viridian Therapeutics, Inc.), a publicly-traded molecular diagnostics company, from 2014 to 2017, HemaQuest Pharmaceuticals, Inc., a venture-backed clinical-stage drug development company, from 2010 to 2014, and Favrille, Inc. (now MMR Global, Inc.), a publicly-traded clinical-stage drug development company, from 2001 to 2009. Earlier in her career, she spent eight years in public accounting with Deloitte & Touche LLP and PricewaterhouseCoopers LLP. Her extensive experience includes leading multiple private and public financings, including Favrille’s IPO, and M&A transactions, as well as leading the finance, investor relations, human resources, administration and managed care functions. Ms. Favorito served on the board of directors of Kintara Therapeutics, Inc. from 2021 until its merger with TuHura Biosciences, Inc. in 2024, and Beacon Discovery, Inc. from 2018 until their acquisition by Eurofins Scientific in 2021. •Education Ms. Favorito is a certified public accountant (inactive). She received an MBA, emphasis in Finance, from Georgia State University, and a BBA, emphasis in Accounting, from Valdosta State University. Experience and Qualifications Our Board believes that Ms. Favorito’s deep experience in corporate management, finance and life science as chief financial officer of multiple public companies provides her with the qualifications and skills to serve as a director of our Company. | | | | | | Tamara A. (Seymour) Favorito Chair of the Board Independent | | | | | | | Age: 67 Director Since: August 2021 Zevra Board Committees: •Audit (Chair) | | | | | | | | Skills | | | | | | | | Executive Leadership | | Corporate Governance | | | | | Industry | | Finance | | | | | Investor Relations | | |
Class I Directors Continuing in Office Until the 2028 Annual Meeting
| 2026 Proxy Statement | 17 |
Class I Directors Continuing in Office Until the 2028 Annual Meeting
| | PROPOSAL 1 ELECTION OF DIRECTORS |
Class III Directors Continuing in Office Until the 2027 Annual Meeting
Class III Directors Continuing in Office Until the 2027 Annual Meeting
Class III Directors Continuing in Office Until the 2027 Annual Meeting
| | | | | | | | | | Thomas D. Anderson has served as a director of our Company since August 2023. Mr. Anderson is a 35-year veteran of the biopharma industry and has led and been a part of high-growth organizations for much of his career. Mr. Anderson served as chief executive officer of SwanBio Therapeutics from 2019 to 2023, as well as a director until he resigned in March 2024. Prior to that, he served as the chief commercial strategy officer of Sage Therapeutics, Inc. from 2014 to 2018. From 2004 to 2014, Mr. Anderson was a senior executive with Shire Pharmaceuticals Group in a number of operational and strategic roles in both rare diseases and specialty pharmaceuticals. Prior to that, he spent 17 years at Johnson & Johnson’s pharmaceutical companies, McNeil and Janssen, in various business capacities. •Education Mr. Anderson earned his MBA from the University of Notre Dame’s Mendoza College of Business Administration. He received his BS in civil engineering from the P.C. Rossin College of Engineering at Lehigh University. Experience and Qualifications Our Board believes that Mr. Anderson’s significant leadership experience in the biotechnology industry and his experience in rare disease qualify him to serve as a director of our Company. | | | | | | Thomas D. Anderson Independent | | | | | | | Age: 70 Director Since: August 2023 Zevra Board Committees: •Compensation (Chair) •Nominating and Corporate Governance | | | | | | | | Skills | | | | | | | | Executive Leadership | | Corporate Governance | | | | | Industry | | Operations | | | | | International | | |
Class III Directors Continuing in Office Until the 2027 Annual Meeting
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Class III Directors Continuing in Office Until the 2027 Annual Meeting
| PROPOSAL 1 ELECTION OF DIRECTORS | |
Class III Directors Continuing in Office Until the 2027 Annual Meeting
| | | | | | | | | | Neil F. McFarlane has served as our President and Chief Executive Officer, and as a member of our Board, since October 2023. Mr. McFarlane served as a member of the board of directors of Collegium Pharmaceutical Inc. from 2022 to 2024. Previously, Mr. McFarlane served as the chief executive officer and a member of the board of directors of Adamas Pharmaceuticals, Inc. from 2019 until its acquisition by Supernus Pharmaceuticals, Inc. in 2021. Mr. McFarlane worked as an independent consultant from June 2019 to August 2019 and again from December 2021 to September 2023, providing consulting services for biotechnology, pharmaceutical, and financial services companies. From 2016 to 2019, Mr. McFarlane served as the chief operating officer of Retrophin, Inc., now known as Travere Therapeutics, Inc., where he was responsible for overseeing operations. From 2011 to 2016, Mr. McFarlane served as vice president and general manager of UCB, Inc.’s U.S. Immunology Business Unit and as vice president for its Global Bone Business Unit in collaboration with Amgen Inc. Prior to that, Mr. McFarlane held positions of increasing responsibility with Genzyme Corporation (“Genzyme”) and Sangstat Medical Corporation, which was acquired by Genzyme. Mr. McFarlane previously served as an officer and enlisted soldier in the United States Army Reserves. Education Mr. McFarlane received his B.S. degree and M.S. degree in Nursing from the University of Florida. Experience and Qualifications Our Board believes that Mr. McFarlane’s over 25 years of global biopharmaceutical and life sciences experience provide him with the qualifications and skills to serve as a director of our Company. | | | | | | Neil F. McFarlane President and Chief Executive Officer | | | | | | | Age: 53 Director Since: October 2023 Zevra Board Committees: •None | | | | | | | | Skills | | | | | | | | Executive Leadership | | Corporate Governance | | | | | Industry | | Finance | | | | | Operations | | International | | | | | Investor Relations | | |
Class III Directors Continuing in Office Until the 2027 Annual Meeting
| 2026 Proxy Statement | 19 |
Class III Directors Continuing in Office Until the 2027 Annual Meeting
| | PROPOSAL 1 ELECTION OF DIRECTORS |
Class III Directors Continuing in Office Until the 2027 Annual Meeting
| | | | | | | | | | Alvin Shih, M.D. has served as a director of our Company since January 2024. Dr. Shih has broad experience in drug development, spanning multiple indications with a focus on rare diseases, including as the chief operating officer and founding member of Pfizer Inc.’s rare disease research unit from 2010 to 2014. Since 2025, he has been chief executive officer of Imbria Pharmaceuticals, a biotechnology company developing therapeutics for rare and common cardiac diseases. Prior to his current role, he served as chief executive officer of Catamaran Bio, Inc. from 2021 to 2024. From 2019 to 2020, he served as the chief executive officer of Disarm Therapeutics, a biotechnology company that developed therapeutics for neurodegenerative diseases and that was acquired by Eli Lilly in 2020. From 2016 to 2019, Dr. Shih was chief executive officer of Enzyvant Therapeutics, where he led the company’s cell/tissue-based therapy development for treating a rare immunological disease. He was also the executive vice president and head of research at Retrophin, Inc., where he worked on therapies for multiple disease indications. Dr. Shih previously worked in management consulting at McKinsey & Company and L.E.K. Consulting, LLC. •Education Dr. Shih received his medical degree from the University of Alabama and completed his residency training at the Massachusetts General Hospital. He also holds an M.B.A. from the Kellogg School of Management at Northwestern University. Experience and Qualifications Our Board believes that Dr. Shih’s significant leadership experience in the biotechnology industry and his experience in rare disease qualify him to serve as a director of our Company. | | | | | | Alvin Shih, M.D. Independent | | | | | | | Age: 49 Director Since: January 2024 Zevra Board Committees: •Compensation •Nominating and Corporate Governance | | | | | | | | Skills | | | | | | | | Executive Leadership | | Industry | | | | | Operations | | International |
Class III Directors Continuing in Office Until the 2027 Annual Meeting
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Class III Directors Continuing in Office Until the 2027 Annual Meeting
| PROPOSAL 1 ELECTION OF DIRECTORS | |
Information Regarding the Board of Directors and Corporate Governance
Information Regarding the Board of Directors and Corporate Governance
Neil F. McFarlane
Neil F. McFarlane Biographical information regarding Mr. McFarlane is set forth under “Class III Directors Continuing in Office until the 2027 Annual Meeting.”
Neil F. McFarlane
| | | | | | | Dr. Quartel was previously the Chief Medical Officer of Acer Therapeutics (acquired by Zevra in 2023), where he played a key role in guiding clinical development, medical affairs and regulatory compliance. Following the acquisition, Dr. Quartel was appointed Chief Medical Officer at Zevra, where he continues to oversee the development of our multiple rare disease assets. Dr. Quartel also served as the Chief Medical Officer at Adamas Pharmaceuticals, a company focused on drug development for neurological diseases. He previously served as the Group Vice President of Global Medical Affairs at BioMarin Pharmaceuticals Inc., where he spearheaded the launch of six treatments for rare diseases or genetic disorders, including KUVAN®, VIMIZIM®, and Brineura®. Earlier in his career, Dr. Quartel oversaw clinical development and held senior medical leadership positions at Astellas, Chiltern, and ICON Clinical Research. Dr. Quartel also worked as a clinical research fellow at UCLA Cedars-Sinai and as a resident in cardio-thoracic surgery at Erasmus University Medical Center in Rotterdam, the Netherlands. Education Dr. Quartel holds an M.D. from Erasmus University Medical School, Rotterdam, and has a postgraduate specialization in pharmaceutical medicine from the Faculty of Pharmaceutical Medicine in London. Dr. Quartel is board certified by the General Medical Council (GMC) in pharmaceutical medicine in the United Kingdom. | | | Adrian Quartel, M.D., FFPM Chief Medical Officer | | | | Age: 59 | |
Neil F. McFarlane
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Neil F. McFarlane
| EXECUTIVE OFFICERS | |
Neil F. McFarlane
| | | | | | | Joshua Schafer has served as Zevra’s Chief Commercial Officer since January 2023. From January 2023 to March 2025, in addition to serving as our Chief Commercial Officer, he served as our Executive Vice President, Business Development. Mr. Schafer brings to Zevra over 25 years of pharmaceutical commercial, new product development and merger and acquisition (M&A) experience. Mr. Schafer previously served as General Manager and Senior Vice President of the Autoimmune and Rare Disease business at Mallinckrodt Pharmaceuticals, and, prior to that, he served as Chief Strategy and Business Officer. Earlier in his career, Mr. Schafer served as Vice President and Oncology Therapeutic Area Head at Astellas Pharmaceuticals, where he was responsible for building the company’s global oncology franchise. He also held senior roles at Takeda Pharmaceuticals, Accenture (formerly Anderson Consulting), G. D. Searle & Co. (later acquired by Pfizer) and Cognia Corporation. Education Mr. Schafer received his B.A. in Biology and German at the University of Notre Dame, and both an M.S. in Biotechnology and an M.B.A. from Northwestern University. | | | Joshua Schafer Chief Commercial Officer | | | | Age: 55 | |
Neil F. McFarlane
| | | | | | | Rahsaan W. Thompson has served as our Chief Legal Officer, Secretary and Compliance Officer since June 2024. Mr. Thompson brings more than 25 years of experience as a business leader and attorney in the biotech industry. He has extensive experience handling corporate governance, clinical studies, intellectual property, licensing arrangements, and litigation, among other responsibilities. Mr. Thompson previously served as the Chief Legal Officer at Lyell Immunopharma, a publicly-traded and clinical-stage biotech corporation. Prior to his role at Lyell, he was the Executive Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer at Gritstone bio, a publicly-traded, clinical-stage biotech company. Prior to that, Mr. Thompson served as General Counsel at Opiant Pharmaceuticals and Actelion Pharmaceuticals. Earlier in his career, Mr. Thompson worked in General and Corporate Counsel roles at Quarles & Brady, Abraxis Bioscience and McKesson Corporation, and he served as Assistant District Attorney in the Philadelphia District Attorney’s Office. Mr. Thompson serves on the Board of Trustees for the Oakland Museum of California, The Just Society and formerly the American Kidney Fund. He has bar admissions in the States of Illinois and Pennsylvania. Education Mr. Thompson received his J.D. from Hofstra University School of Law and his B.Sc. from Southern Methodist University. | | | Rahsaan W. Thompson Chief Legal Officer, Secretary and Compliance Officer | | | | Age: 55 | |
Neil F. McFarlane
| 2026 Proxy Statement | 33 |
Neil F. McFarlane
| | EXECUTIVE OFFICERS |
Neil F. McFarlane
| | | | | | | Justin Renz has served as our Chief Financial Officer since March 2026. Mr. Renz brings more than 25 years of biopharmaceutical financial leadership experience, including roles at publicly-traded, commercial-stage companies. Mr. Renz most recently served as Chief Financial & Operations Officer at Ardelyx, where he had an active role in the launch and commercialization of two innovative, first-in-class medicines. Previously, he was President and Chief Financial Officer of Correvio Pharma, a global specialty pharmaceutical company dedicated to the commercialization of cardiovascular and infectious disease products. Prior to Correvio, Mr. Renz was executive vice president, chief financial officer, and treasurer of Karyopharm Pharmaceuticals and executive vice president and chief financial officer at Zalicus Inc. (formerly CombinatoRx, Inc.). Earlier in his career, Mr. Renz held numerous positions of increasing responsibility at EMD Serono Inc., ArQule, Inc., Coley Pharmaceutical Group, and Millipore Corporation. Mr. Renz began his career with Arthur Andersen LLP in 1993. Education Mr. Renz earned a Bachelor of Arts in economics and accounting from the College of the Holy Cross, a Master of Science in taxation from Northeastern University, and a Master of Business Administration from Suffolk University. He is also a certified public accountant in Massachusetts. | | | Justin Renz Chief Financial Officer | | | | Age: 54 | |
Neil F. McFarlane
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Neil F. McFarlane
The following table sets forth the beneficial ownership of our common stock as of the Record Date for: •each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock; •each of our named executive officers •each of our directors; and •all of our current executive officers and directors as a group. The percentage ownership information shown in the table is based upon 59,114,850 shares of common stock outstanding as of the Record Date. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include (a) shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on or before June 5, 2026, which is 60 days after the Record Date, and (b) restricted stock units vesting on or before that date. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants or restricted stock units for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o Zevra Therapeutics, Inc., 101 Federal Street, 29th Floor, Boston, MA 02110.
Neil F. McFarlane
| Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | | Principal Stockholders: | | | | BlackRock, Inc.(1) | 4,080,420 | 6.9% | | Woodline Partners LP(2) | 3,476,143 | 5.9% | | Named Executive Officers and Directors: | | | | Neil F. McFarlane(3) | 743,475 | 1.3% | | Rahsaan W. Thompson(4) | 66,919 | * | | R. LaDuane Clifton, MBA, CPA(5) | — | * | | Thomas D. Anderson(6) | 148,000 | * | | John B. Bode(7) | 173,000 | * | | Douglas W. Calder(8) | 128,000 | * | | Tamara A. Favorito(9) | 169,794 | * | | Alicia Secor(10) | 15,000 | * | | Alvin Shih, M.D.(11) | 148,000 | * | | Corey Watton(12) | 129,800 | * | | All current directors and executive officers, as a group (12 persons)(13) | 2,202,989 | 3.7% |
Neil F. McFarlane
* Represents beneficial ownership of less than 1%. (1)As reported on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 5, 2025. BlackRock has sole voting power over 4,027,153 shares and sole dispositive power over 4,080,420 shares. BlackRock may be deemed to be the beneficial owner of the 4,080,420 shares held by funds and separately managed accounts under its control The principal business address of BlackRock is 50 Hudson Yards, New York, NY 10001.
Neil F. McFarlane
| 2026 Proxy Statement | 35 |
Neil F. McFarlane
| | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Neil F. McFarlane
(2)As reported on a Schedule 13G filed by Woodline Partners LP (“Woodline”) with the SEC on November 14, 2025. Woodline has sole voting and dispositive power over 3,476,143 shares. The principal business address of Woodline is 4 Embarcadero Center, Suite 3450, San Francisco, CA 94111. (3)Consists of (a) 387,225 shares of common stock held directly by Mr. McFarlane and (b) 356,250 shares of common stock underlying options that are exercisable within 60 days of the Record Date. (4)Consists of (a) 49,919 shares of common stock held directly by Mr. Thompson and (b) 17,000 shares of common stock underlying options that are exercisable within 60 days of the Record Date. (5)Based on information available to the Company as of the Record Date and records of the Company’s equity plans and broker. Mr. Clifton ceased to be an executive officer as of December 31, 2025 and no longer holds any shares or options through Company‑administered plans. The Company has not received confirmation of any holdings from Mr. Clifton. (6)Consists of (a) 20,000 shares of common stock held directly by Mr. Anderson and (b) 128,000 shares of common stock underlying options that are exercisable within 60 days of the Record Date. (7)Consists of (a) 123,400 shares of common stock held directly by Mr. Bode and (b) 49,600 shares of common stock underlying options that are exercisable within 60 days of the Record Date. (8)Consists of (a) no shares of common stock held directly by Mr. Calder and (b) 128,000 shares of common stock underlying options that are exercisable within 60 days of the Record Date. (9)Consists of (a) 3,894 shares of common stock directly held by Ms. Favorito and (b) 165,900 shares of common stock underlying options that are exercisable within 60 days of the Record Date. (10)Consists of 15,000 shares of common stock underlying options that are exercisable within 60 days of the Record Date. (11)Consists of (a) 20,000 shares of common stock held directly by Mr. Shih and (b) 128,000 shares of common stock underlying options that are exercisable within 60 days of the Record Date. (12)Consists of (a) 1,800 shares of common stock directly held by Mr. Watton and (b) 128,000 shares of common stock underlying options that are exercisable within 60 days of the Record Date. (13)Consists of (a) 678,239 shares of common stock directly and (b) 1,524,750 shares of common stock underlying options that are exercisable within 60 days of the Record Date.
Stockholder Advisory Vote on Executive Compensation
Stockholder Advisory Vote on Executive Compensation At our 2024 Annual Meeting of Stockholders, our stockholders voted, in a non-binding, advisory vote, to approve the compensation of our NEOs. The Compensation Committee and the full Board carefully evaluated the results and the feedback received and subsequently took steps to further strengthen alignment between Company performance and pay for our NEOs through the grant of performance-based equity awards as an element of compensation in 2025. We awarded the NEOs performance-based restricted stock units (“PSUs”) that are eligible to vest based on the achievement of revenue goals (subject to the applicable NEO’s continued employment), which awards are designed to better align executive pay with performance.
Executive Summary
| Base Salary | We made modest adjustments to base salaries in 2025 based on our review of our position to market against our peer group, and considering the roles and responsibilities of our NEOs. Adjustments made directly align our NEO salaries with our compensation philosophy. | | Annual Bonus | Our annual bonus program continues to align our NEOs with our overall corporate strategy. Based on the Compensation Committee’s assessment of our overall performance, our corporate objectives were achieved at 95% of target in2025 (See “Cash-Based Incentive Compensation” for details). | | Annual Equity Awards | In 2025, our NEOs received long-term incentive awards in the form of stock options, restricted stock units (“RSUs”) and PSUs. |
Compensation Philosophy
Compensation Philosophy Our executive compensation program has been designed to motivate, reward, attract and retain high caliber management deemed essential to ensure our success. The program seeks to align executive compensation with our short- and long-term objectives, business strategy and financial performance. We intend that the total compensation of our NEOs reflects a “pay for performance” compensation philosophy. As detailed in the next section, we generally target total compensation relative to the 50th percentile of our peer group, but the Compensation Committee retains discretion to adjust compensation according to individual factors or performance. Our executive compensation program consists of three primary components: base salary, annual performance-based cash incentive awards and periodic equity-based incentives, which, in 2025, consisted of grants of stock options, RSUs and PSUs.
Role of Compensation Consultant
Role of Compensation Consultant Our Compensation Committee has the authority under its charter to engage the services of a consulting firm or other outside advisor to assist it in designing our compensation programs and in making executive compensation decisions. Our Compensation Committee engages compensation consultants to assess and make recommendations with respect to the amount and types of compensation to provide our executives and directors. Alpine Rewards, LLC (“Alpine”) has advised our Compensation Committee since July 2024. When making executive compensation decisions for 2025, our Compensation Committee considered advice and data provided primarily by Alpine. Alpine provided the Compensation Committee with 2025 peer group information and reviewed this data with the Compensation Committee to determine whether our executive compensation is competitive, commensurate with the executive officers’ responsibilities and
Role of Compensation Consultant
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Role of Compensation Consultant
| EXECUTIVE COMPENSATION | |
Role of Compensation Consultant
consistent with market trends in executive compensation practices for comparable companies. Alpine reported directly to the Compensation Committee; however, our President and Chief Executive Officer consulted with Alpine with respect to his assessments of the compensation of executive officers other than himself. Alpine provided no additional services to us other than in its role of advising our Compensation Committee. The Compensation Committee has considered the adviser independence factors required under SEC rules and Nasdaq listing standards as they relate to Alpine and does not believe that Alpine’s work in 2025 raised a conflict of interest. The Compensation Committee recognizes the very competitive market for executive talent in our industry and the importance of attracting and retaining strong talent as our business continues to evolve. Our positioning on compensation is intended to keep the Company competitive while strongly incentivizing performance and appropriately controlling executive compensation cost.
Use of Competitive Market Compensation Data
Use of Competitive Market Compensation Data The Compensation Committee believes that it is important when making compensation decisions to consider the compensation practices of comparable public companies with which we compete for executive talent. To support this analysis, the Compensation Committee engaged Alpine, its independent compensation consultant, to develop and review a proposed list of peer group companies used to assess market compensation practices. In August 2024, Alpine reviewed the Company’s existing peer group and recommended updates to ensure continued alignment with Zevra’s size, stage of development, and strategic focus. Following this review, the Compensation Committee approved revisions to the peer group for use in the Company’s 2025 compensation decisions, taking into consideration: industry sector and development stage; market capitalization; revenue; and headcount. At the time the peer group was evaluated, the Company’s 30-day average market capitalization was approximately $339 million, with trailing twelve-month revenue of approximately $24 million and approximately 100 employees. Using data compiled from these peer companies, Alpine prepared an assessment of executive compensation to inform the Compensation Committee’s determinations regarding executive compensation. Alpine prepared, and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of market data) with respect to base salary, annual incentive opportunities, equity compensation and total direct compensation. In addition to using our compensation peer group as a data point, the Compensation Committee considers a wide range of available data to make informed decisions and advise the Board on all compensation matters. Our compensation decisions are based on factors such as individual and Company performance, market data, internal equity, experience and strategic needs.
Use of Competitive Market Compensation Data
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Use of Competitive Market Compensation Data
| | EXECUTIVE COMPENSATION |
Elements of Our Executive Compensation Program
| Compensation Element | Compensation Objectives to be Achieved | | Base Salary | Attracts and retains talented executives, recognizes individual roles and responsibilities, and provides stable income. | | Cash-Based Incentive Compensation | Promotes short-term performance objectives and rewards executives for their contributions toward achieving those objectives. | | Long-Term Incentive Compensation | Aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial and operational performance, and helps retain executive talent. | | Severance and Other Benefits Potentially Payable upon Termination of Employment or Change in Control | Aids in attracting and retaining executive talent and helps executives to remain focused and dedicated during potential transition periods due to a Change in Control. | | Retirement, Health, Welfare and Additional Benefits | Aids in attracting and retaining executive talent by supplementing competitive compensation packages. |
Cash-Based Incentive Compensation
Cash-Based Incentive Compensation Our NEOs generally have the opportunity to earn annual performance bonuses based on the achievement of short-term performance goals. The NEOs’ 2025 target annual cash bonuses, expressed as a percentage of base salary, were: 60% for Mr. McFarlane and 40% for each of the other two NEOs. Our Compensation Committee generally determines annual bonuses for our NEOs by multiplying (a) base salary, by (b) the target cash bonus percentage, by (c) the level of achievement of corporate and/or individual performance objectives (if applicable). Up to an additional 40% of each NEO’s target bonus may be earned for outperformance based on certain bonus enhancements, as described below. The Compensation Committee also retains discretion to adjust annual bonuses to reflect Company performance, individual performance, or other factors it deems appropriate. For 2025, annual performance bonuses for our NEOs were weighted 100% on corporate objectives. Corporate goals were organized into four key categories, with the following weightings: (1) 40% Commercial Excellence; (2) 30% Pipeline and Innovation; (3) 10% Talent and Culture; and (4) 20% Corporate Foundation. Additionally, the Company offers bonus enhancements for exceeding market capitalization growth and other performance targets. For 2025, the Board determined that overall achievement of the corporate objectives and bonus enhancement resulted in an aggregate achievement level of 95% of target. In connection with his resignation, Mr. Clifton entered into a Separation Agreement and General Release, which provided for a payment of $192,000 that reflected 100% of his target bonus award for 2025. The actual amounts paid to our NEOs under our 2025 annual cash bonus program are set forth in the 2025 Summary Compensation Table below. Our Compensation Committee periodically reviews NEO target bonus amounts in consultation with management and the committee's compensation consultant to determine whether any adjustments are necessary or appropriate. Our active NEOs’ 2026 target annual cash bonus opportunities have been adjusted to reflect recommendations by Alpine to align with market as follows: 70% for Mr. McFarlane and 45% for Mr. Thompson.
Long-Term Incentive Compensation
Long-Term Incentive Compensation Our Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) and our 2023 Employment Inducement Award Plan (the “2023 Plan”) authorize us to make grants to eligible recipients of stock options, restricted stock units and other stock-based awards. All awards granted in 2025 under these plans were in the form of stock options, RSUs and PSUs. We awarded stock options, RSUs and PSUs to our NEOs during 2025 in the following amounts and with the vesting schedules indicated below. Options were granted with exercise prices equal to the fair market value of our common stock on the date of grant, as determined under the plans.
Long-Term Incentive Compensation
| Name | Number of Shares Subject to Options Granted(1) | Number of RSUs Granted(2) | Number of PSUs Granted(3) | | Neil F. McFarlane | 225,000 | 112,500 | 72,500 | | Rahsaan W. Thompson | 68,000 | 34,000 | 20,000 | | R. LaDuane Clifton, MBA, CPA | 68,000 | 34,000 | 20,000 |
Long-Term Incentive Compensation
(1)The option award vests in equal annual installments over a period of four years, beginning on the first anniversary of the grant date, subject to continued service. Additionally, the option award will vest in full and become immediately exercisable upon a change of control of the Company or if the executive is terminated without cause or resigns for good reason (each as defined in the executive’s employment agreement, discussed under the section entitled “Employment Arrangements and Potential Payments upon Termination of Employment”). (2)The RSUs vest in equal annual installments over a period of three years beginning on the first anniversary of the grant date, subject to continued service. The award may be subject to accelerated vesting, as described below in the section entitled “Employment Arrangements and Potential Payments upon Termination of Employment.” (3)The PSUs vest based on achievement of performance goals related to specified revenue prior to December 31, 2027 and are subject to continued service through the applicable vesting date.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
| | EXECUTIVE COMPENSATION |
Long-Term Incentive Compensation
We typically grant stock options at the start of employment to each executive and our other employees. Additionally, the Compensation Committee may grant additional equity in its discretion to provide additional targeted grants in appropriate circumstances, such as in connection with an employee taking on a new role at the Company. Typically, our stock options vest in equal annual installments over a period of four years, subject to continued service, and our RSUs vest in equal annual installments over a period of three years, subject to continued service. In 2025, we also granted PSUs to each of our NEOs, which vest based on achievement of performance goals related to specified revenue prior to December 31, 2027 and are subject to continued service through the applicable vesting date. However, our Compensation Committee may, from time to time, construct alternate vesting schedules as it determines are appropriate to motivate particular employees. Additionally, stock options, RSUs and PSUs granted to our employees may be subject to accelerated vesting in certain circumstances, as described below in the section titled “Employment Arrangements and Potential Payments upon Termination of Employment.”
Equity Award Timing Policies and Practices
Equity Award Timing Policies and Practices Our general practice is not to grant equity awards in anticipation of the release of material non-public information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Our Compensation Committee and the single-member stock award subcommittee of the Compensation Committee (the “Option Committee”) uses its business judgment to determine the amount of an equity award and would consider any material nonpublic information that is known to it before granting an equity award. Although we do not have a formal policy with respect to the timing of our equity award grants, our Compensation Committee and Option Committee have historically granted such awards on a predetermined annual schedule, though it has, from time to time, made grants at other times (for example, in connection with hiring and promotions). In fiscal year 2025, we did not grant stock options to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material nonpublic information.
Equity Award Timing Policies and Practices
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Equity Award Timing Policies and Practices
| EXECUTIVE COMPENSATION | |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our NEOs shown below for the years ended December 31, 2025, and 2024, as applicable.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Neil F. McFarlane President, Chief Executive Officer and Director | 2025 | 729,167 | — | 874,125 | 1,748,250 | 418,950 | 11,550(3) | 3,782,042 | | | 2024 | 700,000 | 150,000 | 4,018,000 | — | 455,700 | 31,359 | 5,355,059 | | Rahsaan W. Thompson(4) Chief Legal Officer, Secretary and Compliance Officer | 2025 | 466,667 | 50,000(5) | 272,680 | 545,360 | 178,600 | 58,067(6) | 1,571,374 | | R. LaDuane Clifton, MBA, CPA(7) Former Chief Financial Officer and Treasurer | 2025 | 477,307 | — | 1,260,373 | 1,117,274 | — | 966,970(8) | 3,821,924 | | | 2024 | 460,867 | — | 746,200 | — | 201,307 | 41,899 | 1,450,273 |
2025 Summary Compensation Table
(1)The amounts reflect the full grant date fair value for awards granted during 2025 and 2024. The grant date fair value was computed in accordance with ASC Topic 718, Compensation— Stock Compensation. Unlike the calculations contained in our financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting but assumes that the executive will perform the requisite service for the award to vest in full. The assumptions we used in valuing options are described in Note M to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For Mr. Clifton, the amounts include the incremental fair value associated with the acceleration of his equity awards upon his termination effective December 31, 2025. In accordance with SEC rules, the PSUs granted to our NEOs in 2025 had a grant date fair value of $0, because fulfillment of the applicable conditions was not deemed “probable” as of the grant date in accordance with ASC Topic 718. Assuming maximum performance, the value of the PSU awards were as follows: $563,625 for Mr. McFarlane, $160,400 for Mr. Thompson and $160,400 for Mr. Clifton (whose PSU award, as noted above, became fully vested in connection with his termination). (2)The amounts reflect non-equity incentive plan awards paid in 2026 and 2025 for performance during 2025 and 2024, respectively. Please refer to “Cash-Based Incentive Compensation” above for further detail. (3)The amount represents 401(k) employer matching contributions. (4)Mr. Thompson commenced employment with us in June 2024 and was not an NEO for that year. (5)During 2025, Mr. Thompson received a relocation bonus to assist with his move to the vicinity of the Company’s headquarters. (6)The amount represents 401(k) employer matching contributions ($10,081) and reimbursement for expenses associated with relocation ($47,986). (7)Mr. Clifton resigned his employment with the Company, effective December 31, 2025. (8)The amount represents 401(k) employer matching contributions ($14,464), travel reimbursements ($11,323), premiums we paid for life insurance policies ($683), a target annual bonus payable upon termination of his employment ($192,000), and cash severance payments payable upon his termination of employment to be paid ratably throughout 2026 ($748,500).
2025 Summary Compensation Table
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2025 Summary Compensation Table
| | EXECUTIVE COMPENSATION |
Employment Arrangements and Potential Payments upon Termination of Employment
Employment Arrangements and Potential Payments upon Termination of Employment In October 2023, we entered into an employment agreement with Mr. McFarlane under which he serves as our President and Chief Executive Officer. Pursuant to the employment agreement, Mr. McFarlane is entitled to (i) an annual base salary, (ii) an annual performance-based target bonus of 60% of his annual base salary, and (iii) reimbursement for commuting expenses (together with a tax gross-up related thereto). Upon a termination of Mr. McFarlane’s employment without cause by the Company or resignation for good reason, Mr. McFarlane is entitled to receive (a) an amount of cash equal to his annual base salary, (b) a pro-rated target annual bonus for the year in which termination occurs, (c) 12 months of Company-paid COBRA continuation coverage, and (d) full vesting of his outstanding and unvested equity awards. However, if any such termination occurs within one month prior to or six months after a change in control, he will instead receive (a) an amount of cash equal to 1.5 times his annual base salary, (b) 100% of his target annual bonus for the year in which termination occurs, (c) 18 months of Company-paid COBRA continuation coverage, and (d) full vesting of his outstanding and unvested equity awards. Upon Mr. McFarlane’s termination due to death or disability, Mr. McFarlane will receive a pro-rated target annual bonus. Mr. McFarlane is also subject to 12-month post-termination non-competition and non-solicitation restrictions.
Outstanding Equity Awards at End of 2025
Outstanding Equity Awards at End of 2025 The following table provides information about outstanding stock options and stock awards held by each of our named executive officers at December 31, 2025. All of these equity awards were granted under our 2014 Plan, or our 2023 Plan.
Outstanding Equity Awards at End of 2025
| | | Option Awards(1) | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Name | Grant Date | Exercisable | Unexercisable | | | | | | | | Neil F. McFarlane | 10/10/2023 | 300,000 | 300,000(3) | 4.75 | 10/09/2033 | | | | | | | 10/10/2023 | | | | | 100,000(4) | 896,000 | | | | | 01/31/2024 | | | | | 466,667(5) | 4,181,336 | | | | | 02/07/2025 | | 225,000(3) | 7.77 | 02/06/2035 | | | | | | | 02/07/2025 | | | | | 112,500(5) | 1,008,000 | | | | | 02/07/2025 | | | | | | | 72,500(6) | 649,600 | | Rahsaan W. Thompson | 06/21/2024 | | | | | 133,334(5) | 1,194,673 | | | | | 01/30/2025 | | 68,000(3) | 8.02 | 01/29/2035 | | | | | | | 01/30/2025 | | | | | 34,000(5) | 304,640 | | | | | 01/30/2025 | | | | | | | 20,000(6) | 179,200 | | R. LaDuane Clifton, MBA, CPA(7) | 02/11/2016 | 3,125 | | 201.92 | 02/10/2026 | | | | | | | 01/27/2017 | 4,687 | | 56.80 | 03/31/2026 | | | | | | | 01/25/2018 | 4,687 | | 88.00 | 03/31/2026 | | | | | | | 02/06/2019 | 10,000 | | 42.56 | 03/31/2026 | | | | | | | 11/25/2019 | 2,250 | | 8.26 | 03/31/2026 | | | | | | | 02/05/2020 | 10,000 | | 5.98 | 03/31/2026 | | | | | | | 08/20/2021 | 82,423 | | 9.06 | 03/31/2026 | | | | | | | 02/01/2022 | 83,486 | | 7.17 | 03/31/2026 | | | | | | | 01/09/2023 | 459,726 | | 4.54 | 03/31/2026 | | | | | | | 01/30/2025 | 68,000 | | 8.02 | 03/31/2026 | | | | |
Outstanding Equity Awards at End of 2025
(1)The option awards will vest in full and become immediately exercisable (i) in the event that the option holder is terminated by us without cause or resigns for good reason or (ii) immediately prior to any change in control of Zevra. (2)Market value calculated using the closing price per share of our common stock on December 31, 2025 (the last trading day of 2025) of $8.96. (3)The shares underlying the options vest in equal annual installments over a period of four years beginning on the first anniversary of the grant date, subject to continued service. (4)The RSUs vest in equal annual installments over a period of four years beginning on the first anniversary of the grant date, subject to continued service. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements and Potential Payments upon Termination of Employment.” (5)The RSUs vest in equal annual installments over a period of three years beginning on the first anniversary of the grant date, subject to continued service. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements and Potential Payments upon Termination of Employment.” (6)The PSUs vest based on the achievement of performance goals related to specified revenue prior to December 31, 2027 and are subject to continued service through the applicable vesting date. (7)In connection with Mr. Clifton’s termination of employment, effective December 31, 2025, he received full vesting of his outstanding equity awards, subject to a 90-day exercise window for any outstanding stock options. On the termination date, 120,667 RSUs and 20,000 PSUs vested immediately.
Outstanding Equity Awards at End of 2025
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Outstanding Equity Awards at End of 2025
| | EXECUTIVE COMPENSATION |
Pay Versus Performance
Pay Versus Performance In accordance with the SEC’s disclosure requirements regarding pay versus performance, or PVP, this section presents the SEC-defined “Compensation Actually Paid,” or CAP. Also required by the SEC, this section compares CAP to various measures used to gauge our performance. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in the overview of the executive compensation program, not in replacement.
Pay Versus Performance
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Pay Versus Performance
| | EXECUTIVE COMPENSATION |
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our current principal executive officer (“PEO”) and remaining named executive officers, as well as compensation of our former PEOs, for each of the fiscal years ended December 31, 2025, 2024 and 2023, and our financial performance for each such fiscal year:
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1) | Summary Compensation Table Total for Travis Mickle(2) | Compensation Actually Paid to Travis Mickle(2) | Summary Compensation Table Total for Richard W. Pascoe(3) | Compensation Actually Paid to Richard W. Pascoe(3) | Summary Compensation Table Total for Christal M. M. Mickle(4) | Compensation Actually Paid to Christal M. M. Mickle(4) | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Based on: | Net Income | | | | | | | | | | | | | Total Shareholder Return | | | 2025 | $3,782,042 | $3,998,044 | $— | $— | $— | $— | $— | $— | $2,696,649 | $1,937,906 | $195.21 | $83,229,000 | | 2024 | $5,355,059 | $7,323,149 | $— | $— | $— | $— | $— | $— | $1,982,865 | $1,837,951 | $181.70 | ($105,511,000) | | 2023 | $3,445,231 | $4,975,770 | $3,593,438 | $4,385,998 | $4,122,558 | $3,308,589 | $1,669,956 | $2,211,127 | $2,039,861 | $2,724,999 | $142.70 | ($46,049,000) |
Pay Versus Performance Table
(1)Mr. McFarlane became our Chief Executive Officer on October 10, 2023. (2)Dr. Travis Mickle served as the Company’s Chief Executive Officer from January 1, 2023 until January 6, 2023. (3)Mr. Pascoe served as the Company’s Chief Executive Officer from January 6, 2023 until June 1, 2023. (4)Ms. Christal Mickle served as the Company’s Interim Chief Executive Officer from June 1, 2023 until October 10, 2023. (5)Amounts represent the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated below for each fiscal year.
COMPENSATION ACTUALLY PAID VERSUS TOTAL STOCKHOLDER RETURN
COMPENSATION ACTUALLY PAID VERSUS TOTAL STOCKHOLDER RETURN
COMPENSATION ACTUALLY PAID VERSUS TOTAL STOCKHOLDER RETURN
| • | Current PEO Compensation Actually Paid | • | Travis Mickle, Ph.D. Compensation Actually Paid | • | Richard W. Pascoe Compensation Actually Paid | | • | Christal M.M. Mickle Compensation Actually Paid | • | Non-PEO NEO Average Compensation Actually Paid | | Cumulative TSR |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME
COMPENSATION ACTUALLY PAID VERSUS NET INCOME
COMPENSATION ACTUALLY PAID VERSUS NET INCOME
| • | Current PEO Compensation Actually Paid | • | Travis Mickle, Ph.D. Compensation Actually Paid | • | Richard W. Pascoe Compensation Actually Paid | | • | Christal M.M. Mickle Compensation Actually Paid | • | Non-PEO NEO Average Compensation Actually Paid | | Net Loss |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME
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COMPENSATION ACTUALLY PAID VERSUS NET INCOME
Our Compensation Committee adopted the Tenth Amended and Restated Non-Employee Director Compensation Policy, effective as of February 15, 2025, which provides for cash stipends to be paid to each of our non-employee directors for service on the Board and for service on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. These stipends are payable in four equal quarterly installments on the last day of each quarter. The cash stipends payable under this policy are as follows:
COMPENSATION ACTUALLY PAID VERSUS NET INCOME
| | Member Annual Service Stipend | Board & Committee Chair Annual Service Stipend | | Board of Directors | $45,000 | $95,000 | | Audit Committee | $10,000 | $22,500 | | Compensation Committee | $7,500 | $15,000 | | Nominating and Corporate Governance Committee | $5,000 | $12,500 | | Lead independent director (if one is appointed) | $15,000 | — |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME
Additionally, under this policy, each non-employee director who continues to serve as a non-employee member of our Board following the annual meeting of our stockholders is eligible to receive an option to purchase 30,000 shares of our common stock at an exercise price equal to the last reported sale price of our common stock on The Nasdaq Stock Market on the date of grant. These stock options will vest and become exercisable in full on the earliest of (i) the first anniversary of the grant date, (ii) the day before the first annual stockholders meeting occurring after the grant date or (iii) immediately prior to a change in control of the Company, subject in each case to the director’s continued service on such vesting date. In addition to the amounts above, upon the commencement of a non-employee director’s initial term of service to the Board, such individual will automatically be granted a stock option covering 1.5 times the number of shares covering the annual grants to non-employee directors. The initial grants will vest and become exercisable in three equal installments on the date that is one day prior to the date of the first three annual meeting of stockholders following the date of grant, subject to accelerated vesting upon a change in control of the Company (and, in each case, subject to continued service on the Board).
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth information regarding compensation earned for service on our Board during 2025 by our non-employee directors. Mr. McFarlane, our President and Chief Executive Officer, was also a director during 2025 but did not receive any additional compensation for his service as a director. Mr. McFarlane’s compensation as an executive officer is set forth above under “Executive Compensation—2025 Summary Compensation Table.”
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash | Option Awards(1) | Total | | Thomas D. Anderson | $65,000 | $187,178 | $252,178 | | John B. Bode* | $59,735 | $187,178 | $246,913 | | Douglas W. Calder | $56,814 | $187,178 | $243,992 | | Wendy Dixon, Ph.D.** | $50,516 | $187,178 | $237,694 | | Tamara A. Favorito | $117,500 | $187,178 | $304,678 | | Alicia Secor** | $5,299 | $259,579 | $264,878 | | Alvin Shih, M.D. | $57,500 | $187,178 | $244,678 | | Corey Watton | $62,500 | $187,178 | $249,678 |
2025 Director Compensation Table
* Mr. Bode’s term will expire at the Annual Meeting, and he has not been nominated for re-election at the Annual Meeting. ** Effective December 2, 2025, Ms. Secor was appointed to, and Dr. Dixon resigned from, the Board.
2025 Director Compensation Table
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2025 Director Compensation Table
| DIRECTOR COMPENSATION | |
2025 Director Compensation Table
(1)This column reflects the full grant date fair value for options granted during the year as measured pursuant to ASC Topic 718 as stock-based compensation in our financial statements. Unlike the calculations contained in our financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting but assumes that the director will perform the requisite service for the award to vest in full. The assumptions we used in valuing options are described in Note M to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The table below shows the aggregate number of option awards outstanding for each of our non-employee directors as of December 31, 2025:
2025 Director Compensation Table
| Name | Aggregate Option Awards Outstanding (#) | | Thomas D. Anderson | 128,000(1) | | John B. Bode | 128,000(1) | | Douglas W. Calder | 128,000(1) | | Wendy Dixon, Ph.D.* | 128,000(2) | | Tamara A. Favorito | 165,900(3) | | Alicia Secor | 45,000(4) | | Alvin Shih, M.D. | 128,000(1) | | Corey Watton | 128,000(1) |
2025 Director Compensation Table
* Effective December 2, 2025, Dr. Dixon resigned from the Board. (1)As of December 31, 2025, 78,400 shares underlying these options were vested. Of the remaining shares underlying these options, (a) 19,600 will vest in one final installment one day prior to the Annual Meeting, and (b) 30,000 will vest on the earlier of (i) May 29, 2026, or (ii) one day prior to the Annual Meeting, subject to continued service. (2)As of December 31, 2025, all 128,000 shares underlying these options were vested. (3)As of December 31, 2025, 135,900 shares underlying these options were vested. Of the remaining shares underlying these options, 30,000 will vest in one installment on the earlier of (i) May 29, 2026, or (ii) one day prior to the Annual Meeting, subject to continued service. (4)As of December 31, 2025, no shares underlying these options were vested. Of the remaining shares underlying these options, 45,000 will vest in three equal annual installments on each of the dates that are one day prior to the first three annual stockholder meetings occurring after the grant date, subject to continued service.
2025 Director Compensation Table
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2025 Director Compensation Table
The following table provides information with respect to all of our equity compensation plans in effect as of December 31, 2025. Information is included for the 2014 Plan, the 2023 Plan and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”).