DEF 14A of Filana Therapeutics, Inc., Apr 14, 2025

DEF 14A of Filana Therapeutics, Inc.

Filed Apr 14, 2025 · FY20240001437749-25-011848

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | ● | Proposal Two: To approve an amendment to the Company’s Non-employee Director Compensation Program; |

  2. Quorum; Abstentions; Broker Non-Votes

    | ● | Proposal Two: FOR an amendment to the Company’s Non-employee Director Compensation Program; | | ● | Proposal Three: FOR an amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the Company's Board classification from three to two; | | ● | Proposal Four: FOR the ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025; |

  3. ELECTION OF TWO CLASS I DIRECTORS

    ELECTION OF TWO CLASS I DIRECTORS

  4. APPROVE AN AMENDMENT TO THE COMPANY’S NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    APPROVE AN AMENDMENT TO THE COMPANY’S NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

  5. Summary and Purpose of Proposal

    Summary and Purpose of Proposal The Company is in a time of transition. To that end, we believe that attracting and retaining new, highly-qualified individuals to serve on the Company’s Board of Directors is critical to our success. In order to attract, motivate, retain and reward such non-employee directors, we believe that stockholder approval of an amendment to the existing compensation program for non-employee directors (the “Amended Non-employee Director Compensation Program”) is in the best interests of the Company and its stockholders. The Board is committed to attracting and retaining highly-qualified directors who bring a diverse set of experiences and perspectives. We believe our ability to attract and retain such highly-qualified directors has been inhibited by the existing compensation that we provide to non-employee directors in relation to peer companies. Our directors are compensated pursuant to the Company’s Non-employee Director Compensation Program, which was adopted by the Board of Directors and approved by shareholder vote on May 4, 2023. Under this program, as described below, our non-employee directors are paid an annual cash retainer of $10,000, with no additional cash fees for committee service. Our directors also receive annual grants of stock options, including additional grants for committee service. Prior to May 2023, our non-employee directors did not receive any form of compensation from the Company in 2022 and 2021. In February 2025, consultants at Pearl Meyer & Partners, LLC (“Pearl Meyer”), a national compensation consulting firm, advised the Nominating & Governance Committee of the Company’s Board of Directors that the Company’s current director compensation structure deviates from typical peer practice. The annual cash retainer to non-employee directors of $10,000 is far below peer levels and the absence of additional cash fees for committee service is atypical. Pearl Meyer further advised the Committee that the current annual equity retainer is far below peer levels on a percentage of common shares basis. In conjunction with analyses conducted by Pearl Meyer, the Nominating & Governance Committee recommended, and the Board adopted, amendments to the Non-employee Director Compensation Program, described below, which bring the Company’s cash and equity retainers to non-employee directors to the median of peer group companies. Under the Amended Non-employee Director Compensation Program, the compensation of our non-employee directors would change as follows:

  6. Summary and Purpose of Proposal

    | ● | Stock option grants for committee service would be eliminated. |

  7. Summary and Purpose of Proposal

    | ● | Annual equity awards to non-employee directors would increase from 10,000 to 26,500 stock options, vesting over one year. |

  8. Summary and Purpose of Proposal

    | ● | Initial equity awards to new non-employee directors would increase from 20,000 to 53,000 stock options, vesting over three years. |

  9. The Company’s Review of Existing Compensation Paid to Non-employee Directors

    The Company’s Review of Existing Compensation Paid to Non-employee Directors In February 2025, the Nominating & Governance Committee directed Pearl Meyer to conduct an analysis of the amount and type of compensation paid to the Company’s non-employee directors pursuant to the Non-employee Director Compensation Program. The Committee asked Pearl Meyer to make recommendations, as appropriate, to amend the Non-employee Director Compensation Program to bring the Company’s compensation to the 50th percentile of peer group companies. Pearl Meyer’s subsequent analysis included a review of comparative data from a peer group of twenty (20) publicly traded biotechnology companies having a market capitalization ranging from approximately $50 million to $500 million that the Company established for this purpose based on Pearl Meyer’s review and recommendation. This peer group was updated from a review performed in August 2024 given the change in market capitalization of the Company. The peer group consists of the following companies:

  10. The Company’s Review of Existing Compensation Paid to Non-employee Directors

    The Nominating & Governance Committee, supported by the analysis performed by Pearl Meyer, then conducted a review and assessment of compensation payable to non-employee directors pursuant to the Non-employee Director Compensation Program. The Committee recommended to the Company’s Board of Directors that it amend the Non-employee Director Compensation Program to set non-employee director cash and equity compensation to align with the median of the peer group of companies. The Board of Directors then reviewed the recommendation of the Nominating & Governance Committee and amended the Non-employee Director Compensation Program effective on May 23, 2025, subject to stockholder approval at this Annual Meeting. The Company is seeking stockholder approval of the Amended Non-employee Director Compensation Program. Based on Pearl Meyer’s analysis of this peer group, annual compensation under the Amended Non-employee Director Compensation Program to each non-employee director approximates the 50th percentile of the peer group for each component of the cash and equity compensation. That percentile ranking is subject to change during the remaining term of the Amended Non-employee Director Compensation Program based on changes to (i) the Company’s stock price and other valuation assumptions used to derive these percentiles and (ii) the compensation practices of this peer group.

  11. Summary of the Amended Non-employee Director Compensation Program

    Summary of the Amended Non-employee Director Compensation Program The following is a summary of the material features of the Amended Non-employee Director Compensation Program. This summary does not purport to be a complete description of all the provisions of the Amended Non-employee Director Compensation Program and is qualified in its entirety by reference to the Amended Non-employee Director Compensation Program, a copy of which is attached as Appendix A to this Proxy Statement and is incorporated herein by reference. Only the non-employee members of the Company’s Board of Directors are eligible to participate in the Amended Non-employee Director Compensation Program. There are currently six non-employee directors who are eligible to participate in the Amended Non-employee Director Compensation Program. If approved by the stockholders of the Company, the Amended Non-employee Director Compensation Program will become effective on May 23, 2025, the date of the Annual Meeting (the “Effective Date”). The Amended Non-employee Director Compensation Program provides for a $40,000 annual retainer, payable in arrears to each member of the Company’s Board of Directors for each 12-month period of service during the 12-month period following the Effective Date, pro-rated for partial periods of service based on the number of quarters in which the non-employee director provides at least one day of service. The Amended Non-employee Director Compensation Program also provides for an additional $30,000 annual cash fee, payable in arrears, to the Board Chair. The Amended Non-employee Director Compensation Program also provides for an additional annual cash fee, payable in arrears, to the Chair of each of the Audit, Compensation, and Nominating & Governance Committees of $15,000, $10,000, and $8,000 respectively. The Amended Non-employee Director Compensation Program also provides for an additional annual cash fee, payable in arrears, to each non-Chair member of the Audit, Compensation, and Nominating & Governance Committees of $7,500, $5,000, and $4,000, respectively. The Amended Non-employee Director Compensation Program provides for an annual nonqualified stock option grant on the date of the Company’s annual meetings of stockholders in 2025 for the right to purchase 26,500 shares of the Company’s common stock, vesting monthly over 12 months. Newly appointed or elected members of the Board of Directors in 2025 and through the date of the annual meeting in 2026 would qualify to receive a nonqualified stock option grant for the right to purchase 53,000 shares of the Company’s common stock, vesting monthly over 36 months, and would thereafter receive benefits in the same manner as other non-employee directors under the Amended Non-employee Director Compensation Program. All stock options are granted pursuant to the Company’s 2018 Equity Incentive Plan. Stock options have an exercise price per share equal to the fair market value of a share of the Company’s common stock at the time of grant and will have a maximum ten-year term. If the Amended Non-employee Director Compensation Program is not approved by the Company’s stockholders, the Company will continue to provide its non-employee directors with compensation under the current Non-employee Director Compensation Program. We believe that such an outcome may have an adverse effect on the Company’s ability to attract and retain qualified directors to the Company’s Board of Directors.

  12. Tax Effect on the Company

    Tax Effect on the Company The Company generally will be entitled to a tax deduction in connection with the exercise of nonqualified stock options under the Non-employee Director Compensation Program in an amount equal to the ordinary income realized by a participant at the time the participant recognizes such income, such as when a participant exercises a nonqualified stock option. The Company generally will also be entitled to a tax deduction in connection with cash paid under the Non-employee Director Compensation Program in an amount equal to the cash paid under the Non-employee Director Compensation Policy. The foregoing is only a summary of the effect of federal income taxation upon participants and the Company with respect to compensation payable under the Non-employee Director Compensation Program. It does not purport to be complete or timely and does not discuss the tax consequences of a service provider’s death or the provisions of the income tax laws of any municipality, state, or foreign country in which the service provider may reside.

  13. Equity Compensation Plan Information

    Equity Compensation Plan Information The Company currently maintains the following equity compensation plans that provide for the issuance of shares of the Company’s common stock to the Company’s officers and other employees, directors, and consultants, each of which has been approved by the Company’s stockholders: the 2008 Equity Incentive Plan (“2008 Plan”), 2018 Equity Incentive Plan (“2018 Plan”), and 2000 Employee Stock Purchase Plan (“ESPP”). The following table presents information as of December 31, 2024, with respect to compensation plans under which shares of the Company’s common stock may be issued.

  14. Equity Compensation Plan Information

    | | Number of ‎Securities to be ‎Issued Upon ‎Exercise of ‎Outstanding ‎Options, Warrants ‎and Rights | Weighted Average ‎Exercise Price of ‎Outstanding ‎Options, ‎Warrants ‎and Rights | Number of Securities ‎Remaining Available ‎for Future Issuance ‎Under Equity ‎Compensation ‎Plans | | Equity compensation plans approved by stockholders | 4,470,170(1) | $20.12(2) | 1,023,595(3) | | Equity compensation plans not approved by stockholders | — | — | — | | | 4,470,170 | $20.12 | 1,023,595 |

  15. Equity Compensation Plan Information

    (1) Includes outstanding stock options and awards for 753,725 shares of our common stock under the 2008 Plan and 3,716,445 shares of our common stock under the 2018 Plan. (2) Includes the weighted average stock price for outstanding stock options of $6.17 under the 2008 Plan and $22.96 for the 2018 Plan. (3) Represents 965,578 shares of our common stock for the 2018 Plan and 58,017 for the ESPP. No future awards shall occur under the 2008 Plan.

  16. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth each Director and executive officer of the Company and their ages and positions with the Company as of the Record Date.

  17. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position | | Richard J. Barry | 66 | President, Chief Executive Officer and Class II Director | | R. Christopher Cook | 61 | Sr.VP & General Counsel | | James W. Kupiec, M.D. | 72 | Chief Medical Officer | | Freda Nassif | 49 | Chief Business Officer | | Eric J. Schoen | 56 | Chief Financial Officer | | Robert Anderson, Jr. (1)(3)(4) | 59 | Class I Director | | Pierre Gravier (1)(4) | 40 | Class II Director | | Robert Z. Gussin, Ph.D. (1)(2)(4) | 87 | Class II Director | | Claude Nicaise, M.D. (2)(3)(4) | 73 | Chairman of the Board of Directors and Class II Director | | Michael J. O’Donnell, Esq. (4) | 66 | Class I Director | | Patrick J. Scannon, M.D., Ph.D. (4) | 77 | Class III Director |

  18. DIRECTORS AND EXECUTIVE OFFICERS

    _________

  19. DIRECTORS AND EXECUTIVE OFFICERS

    | (1) Member of Audit Committee. |

  20. DIRECTORS AND EXECUTIVE OFFICERS

    | (2) Member of Compensation Committee. |

  21. DIRECTORS AND EXECUTIVE OFFICERS

    | (3) Member of the Nominating and Governance Committee. |

  22. DIRECTORS AND EXECUTIVE OFFICERS

    | (4) Meets the definition of independence under the Nasdaq Stock Market LLC listing standards. |

  23. DIRECTORS AND EXECUTIVE OFFICERS

    The Board of Directors choose the executive officers, who then serve at the discretion of the Board of Directors. There is no family relationship between any director or executive officer of the Company. Richard (Rick) Barry has served as a Director since June 2021 and was appointed Chief Executive Officer in September 2024. Mr. Barry served as Executive Chairman of the Board beginning July 2024 until his appointment as Chief Executive Officer. Since June 2015, Mr. Barry has also served as Director of Sarepta Therapeutics, Inc., (Nasdaq: SRPT). Mr. Barry has extensive experience in the investment management business. He was a founding member of Eastbourne Capital Management LLC, and served as a Managing General Partner and Portfolio Manager from 1999 to its close in 2010. Prior to Eastbourne, Mr. Barry was a Portfolio Manager and Managing Director of Robertson Stephens Investment Management. Mr. Barry holds a Bachelor of Arts from Pennsylvania State University. R. Christopher Cook has served as Senior Vice President and General Counsel since October 2022. He previously served, since 2017, as the Global Head of Litigation and Government Investigations for Alcon, a publicly traded medical device and pharmaceutical company, and before that as the Vice President and division General Counsel for Walmart Central America in San Jose, Costa Rica. Mr. Cook also spent seventeen years at Jones Day, where he was a litigation partner in the firm’s Washington, DC and Chicago offices. Mr. Cook served as an Assistant United States Attorney in Chicago. Mr. Cook earned his BA in English from Emory University and his JD from Harvard Law School. James W. Kupiec, M.D. has served as our Chief Medical Officer since December 2022 and previously served as our Chief Clinical Development Officer from January 2021 to December 2022. Dr. Kupiec joined the Company after three decades of drug development experience at Pfizer, Sanofi and Ciba-Geigy. Dr. Kupiec previously served as Vice President, Global Clinical Leader for Parkinson’s Disease and Clinical Head of the Neuroscience Research Unit for Pfizer, Inc., in Cambridge, MA. He joined Pfizer in 2000 after seven years with Sanofi, and two years with Ciba-Geigy Pharmaceuticals. During his 17-year career at Pfizer, Dr. Kupiec had extensive governance, business development, alliance and leadership responsibilities. Dr. Kupiec earned his BS with Honors in Biochemistry at Stony Brook University and his MD from the Albert Einstein College of Medicine. He completed his residency training at the Strong Memorial Hospital, University of Rochester School of Medicine, and is certified by the American Board of Internal Medicine. He served as an investigator on many clinical trials before joining the pharmaceutical industry. Freda Nassif joined the Company in November 2024 and serves as our Chief Business Officer. Freda has 25 years of commercial expertise leading franchise teams at Pfizer, Novartis, Merck and Bristol-Meyers Squibb. Through the course of her career, she has become an expert at commercial strategy and business operations. More recently, Freda partnered with biotech startups and healthcare focused investment firms where she conducted pre and post investment diligence, asset viability and clinical assessments to identify business development opportunities and strategic alliances. She earned her MBA and Bachelor of Science from Drexel University. Eric Schoen has served as Chief Financial Officer since 2018. Prior to joining the Company, Mr. Schoen served in numerous financial leadership roles. Most recently, he served as Vice President, Senior Vice President, Finance and Chief Accounting Officer of Aspira Women’s Health Inc. (formerly Vermillion, Inc.), a publicly-held women’s health company, from 2011 to 2017. Mr. Schoen also began his career and spent nine years with PricewaterhouseCoopers in the audit and assurance, transaction services and global capital markets practices. Mr. Schoen received his B.S. in Finance from Santa Clara University. Robert Anderson, Jr. has served as a director since December 2023. Mr. Anderson has decades of operational experience in cybersecurity, counterintelligence, economic espionage and critical incident response and management. Mr. Anderson previously led more than 20,000 FBI employees as the bureau’s Executive Assistant Director of the Criminal, Cyber, Response and Services Branch— the No. 3 position in the organization. From January 2025 until March 2025, Mr. Anderson was a managing partner at Oak Truss Group (formerly Cyber Defense Labs), an advisory firm focused on cybersecurity, where he served as Chief Executive Officer (March 2019 – December 2024) and Chairman of the Board (January 2022 – December 2024). Mr. Anderson holds a Bachelor of Science and a Master in Public Administration from Wilmington University. Pierre Gravier has served as a director since December 2023. Since July 2023, Mr. Gravier has been the Chief Financial Officer of PTC Therapeutics, Inc., a publicly traded biotechnology company. From 2013 to July 2023, Mr. Gravier was previously Managing Director in the healthcare group of Perella Weinberg Partners, a leading global independent advisory firm that provides strategic, financial, and tactical advice in connection with executing mergers, acquisitions and other corporate strategies. Mr. Gravier holds a Master’s Degree in Finance from ESCP Business School and a Master of Science in Bioengineering from the University of Technology of Compiègne. Robert Z. Gussin, Ph.D. has served as a director since 2003. Dr. Gussin worked at Johnson & Johnson for 26 years, most recently as Chief Scientific Officer and Corporate Vice President, Science and Technology from 1986 through his retirement in 2000. Dr. Gussin served on the board of directors of Duquesne University and the advisory boards of the Duquesne University Pharmacy School and the University of Michigan Medical School Department of Pharmacology. Dr. Gussin received his B.S. and M.S. degrees and D.Sc. with honors from Duquesne University and his Ph.D. in Pharmacology from the University of Michigan, Ann Arbor. Claude Nicaise, M.D. has served as a director since December 2023. Since June 2015, Dr. Nicaise has also served as a director of Sarepta Therapeutics, Inc., (Nasdaq: SRPT). Since January 2021, Dr. Nicaise has served as a member of the board of directors of Gain Therapeutics. Since March 2021, Dr. Nicaise has served as a member of the board of directors of Chemomab Therapeutics Ltd. Dr. Nicaise has held clinical/regulatory leadership roles that have resulted in 14 new drug approvals in various diseases areas, including neuroscience. Dr. Nicaise is the founder of Clinical Regulatory Services, a company providing advice on clinical and regulatory matters to biotechnology companies. Dr. Nicaise served as Executive Vice President, Regulatory at Ovid Therapeutics Inc., a company that develops medicines for orphan diseases of the brain, from 2015 to March 2023. Dr. Nicaise was a Senior Vice President of Strategic Development and Global Regulatory Affairs at Alexion Pharmaceuticals from 2008 to 2014. From 1983 to 2008, Dr. Nicaise served in various positions of increasing responsibility at Bristol-Myers Squibb, including senior positions such as Vice President of Global Development and Vice-President of Worldwide Regulatory Science and Strategy. Dr. Nicaise received his M.D. from the Université Libre de Bruxelles in Belgium.

  24. DIRECTORS AND EXECUTIVE OFFICERS

    Michael J. O’Donnell, Esq. has served as a director since 1998. Mr. O’Donnell has been a partner in the law firm of Orrick, Herrington & Sutcliffe LLP since June 2021. Orrick, Herrington & Sutcliffe LLP has provided legal services to the Company. Previously, Mr. O’Donnell was a member of Morrison & Foerster LLP from 2011 to 2021. Mr. O’Donnell serves as corporate counsel to numerous public and private biopharmaceutical and life sciences companies. Previously, Mr. O’Donnell was a member of Wilson Sonsini Goodrich & Rosati. Mr. O’Donnell received his J.D., cum laude, from Harvard University and his B.A. from Bucknell University, summa cum laude. Patrick J. Scannon, M.D., Ph.D. has served as a director since 2007. Dr. Scannon is one of the founders of XOMA. From 2006 to 2016, Dr. Scannon was Executive Vice President, Chief Biotechnology Officer of XOMA. From 1993 to 2006, Dr. Scannon served as Chief Scientific and Medical Officer of XOMA. Dr. Scannon retired from XOMA and resigned from XOMA’s board of directors in 2016. Dr. Scannon received his Ph.D. in organic chemistry from the University of California, Berkeley and his M.D. from the Medical College of Georgia.

  25. How Compensation Decisions are Made

    How Compensation Decisions are Made Role of the Compensation Committee Each year, our Compensation Committee determines the amount and allocation of long-term and currently-paid compensation and cash and non-cash compensation for executive officers. The Compensation Committee relies on data from a number of sources, including a review of independent compensation consultant analyses; the experience and knowledge of members of the Compensation Committee, Board of Directors and senior management; and additional factors, such as recent market trends and general business conditions to arrive at such determinations. Survey data that we may use include compensation information regarding publicly-held companies in our industry that are similar in size, breadth, stage of development or complexity to us. While none of these sources of data is prescriptive, each source helps the Compensation Committee evaluate the appropriateness of total compensation for each executive at a particular point in the Company’s life cycle. We do not have a set policy for allocating long-term and currently-paid compensation. To assist the Compensation Committee with its responsibilities, we provide briefing materials prepared or summarized by management. Our Chief Executive Officer participates in the collection and dissemination of briefing materials and interacts with the Compensation Committee in reviewing some of the elements of yearly performance and compensation of the executive management team. The Compensation Committee believes that an appropriate level of input from our Chief Executive Officer provides a necessary and valuable perspective in helping the Compensation Committee formulate its own independent views on compensation. The Compensation Committee makes all final determinations as to compensation levels for executive officers, without any executive officers present. Role of Independent Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In August 2024, the Compensation Committee engaged Pearl Meyer to analyze the compensation for certain officers of the Company. The Compensation Committee concluded that the Pearl Meyer was an independent consultant after considering the factors relevant to the consultant’s independence from management, including the factors set forth by the SEC rules and Nasdaq listing standards regarding compensation consultant independence. The Company established a peer group, based on Pearl Meyer’s review and recommendation, of eighteen (18) publicly traded biotechnology companies based on (1) therapeutic area, (2) clinical stage, (3) market capitalization and (4) operating parameters such as headcount. The Company’s market capitalization was approximately at the 45th percentile of this peer group of companies at the time it was established. The peer group consists of the following companies:

  26. Elements of Executive Compensation

    | ● | competitive market data; and |

  27. Elements of Executive Compensation

    | ● | our total compensation expense. |

  28. Elements of Executive Compensation

    Changes to base salary vary according to individual contributions to our success and comparisons to similar positions at both the Company and comparable companies. Base Salary. Effective January 1, 2024, after reviewing each executive’s job responsibilities, individual performance, our corporate performance, and our total compensation expense, the annualized base salary of Mr. Barbier was increased by approximately 3% to $1,225,000 from $1,188,000; the annualized base salary of Dr. Kupiec was increased by approximately 3% to $449,000 from $435,000; and the annualized base salary of Mr. Schoen increased by approximately 3% to $475,000 from $460,000. In September 2024, Pearl Meyer prepared a compensation analysis for a prospective Chief Executive Officer. After Compensation Committee and Board review of the Pearl Meyer analysis, the Company entered into an employment agreement with Mr. Barry on September 30, 2024 with an initial base salary of $675,000, retroactive to July 15, 2024. See more information under Employment Agreement with Richard J. Barry below. After reviewing each executive’s job responsibilities, individual performance, our corporate performance, and our total compensation expense for 2024, the Compensation Committee determined there would be no changes to any base salaries for our named executive officers for 2025. Bonuses. Each executive officer is eligible for an annual cash bonus. We provide such bonuses to motivate executive officers to achieve corporate performance goals and to perform in their areas of responsibility. In its evaluation of performance in May 2024, the Compensation Committee considered overall corporate performance. As a result of this evaluation, the Compensation Committee determined that discretionary cash bonuses should be as follows:

  29. Elements of Executive Compensation

    | • | Mr. Barbier was awarded a 2024 bonus totaling $500,000; |

  30. Elements of Executive Compensation

    | • | Dr. Kupiec was awarded a 2024 bonus totaling $50,000; and |

  31. Elements of Executive Compensation

    | • | Mr. Schoen was awarded a 2024 bonus totaling $250,000. |

  32. Elements of Executive Compensation

    The Compensation Committee has historically not awarded bonuses on an annual basis. We did not pay bonuses to our executive officers in 2023. Prior to 2024, we did not have a policy of prospectively establishing annual target bonuses or bonus criteria. With the appointment of Mr. Barry as President and Chief Executive Officer in September 2024, the Company established annual performance criteria and corporate goals. Mr. Barry’s annual bonus target is 60% of base salary, prorated for 2024 upon his becoming Executive Chairman on July 15, 2024. No other named executive officer had an annual bonus target in 2024. During the fourth quarter of 2024, the Compensation Committee and Board established performance measures and goals related to Mr. Barry’s annual bonus, which include milestones and targets. The milestones and targets are formulated into specific metrics on which to measure performance and attainment of goals during the year. For fiscal year 2024, these goals, milestones and targets, which were designed to be challenging yet achievable with strong management performance, focused primarily on the following:

  33. Elements of Executive Compensation

    As a result of the evaluation of 2024 goals, milestones and targets, the Compensation Committee determined that the corporate goals for the fiscal year 2024 had been partially met. However, Mr. Barry declined to accept any cash bonus award for 2024. Therefore, no cash bonus was awarded to Mr. Barry for 2024 despite partial attainment of corporate goals. 2020 Cash Incentive Bonus Plan. In August 2020, the Board approved the 2020 Cash Incentive Bonus Plan (the “CIB Plan”). The CIB Plan was established to promote the long-term success of the Company by creating an “at-risk” cash bonus program that rewards CIB Plan participants with additional cash compensation in lockstep with significant increases in the Company’s market capitalization. The CIB Plan is considered “at-risk” because CIB Plan participants will not receive a cash bonus unless the Company’s market capitalization increases significantly and certain other conditions specified in the CIB Plan are met. Specifically, CIB Plan participants will not be paid any cash bonuses unless (1) the Company completes a merger or acquisition transaction that constitutes a sale of ownership of the Company or its assets (a “Merger Transaction”) or (2) the Compensation Committee determines the Company has sufficient cash on hand, as defined in the CIB Plan. CIB Plan participants will be paid all earned cash bonuses in the event of a Merger Transaction. On January 24, 2025, the Delaware Court of Chancery entered a Final Order and Judgment (the “Final Order”) approving a Stipulation and Agreement of Settlement, Compromise, and Release that resolved a shareholder derivative action relating to the CIB Plan. On March 6, 2025, the Company’s board of directors (the “Board”) amended and restated the CIB Plan to give effect to the amendments required by the Final Order (the “Amendments”). The CIB Plan triggers potential cash bonuses each time the Company’s market capitalization increases significantly, up to a maximum $5.0 billion in market capitalization, and remains at the increased level for no less than 20 consecutive trading days (the “Market Capitalization Conditions”). Pursuant to the Amendments, an additional Market Capitalization Condition was established with respect to any payments to the Chairman, President and CEO (assuming such person holds all three such offices), providing that, other than in connection with a Merger Transaction, no bonus payments will be made to such person unless and until the U.S. Food and Drug Administration has approved simufilam for any indication. In addition, the Amendments specify that upon the occurrence of a Merger Transaction, the Chairman, President and CEO (assuming such person holds all three such offices) will not be entitled to any payments in respect of any Market Capitalization Conditions, but will instead be entitled to receive a bonus payment based upon the Merger Transaction only. Cash bonuses to the Chairman, President and CEO (assuming such person holds all three offices) are not subject to discretionary allocation under the CIB Plan. No person currently holds all three offices of Chairman, President and CEO. Potential cash bonuses to participants other than the Chairman, President and CEO are allocated at the discretion of the Compensation Committee. On February 13, 2025, the Compensation Committee exercised its discretion to set all previously unallocated cash bonuses under the CIB Plan at zero dollars and to rescind and nullify the CIB Plan to the fullest extent permissible under the CIB Plan, as amended. No actual cash payments were authorized or made to participants under the Cash Incentive Plan through April 3, 2025. Stock-Related Compensation. Stock-related compensation includes both stock option grants and other types of equity awards within the terms of our 2008 Equity Incentive Plan and 2018 Omnibus Incentive Plan, as applicable. Each executive officer is eligible for stock option grants as well as share-based awards that vest upon achievement of certain performance criteria, or “Performance Awards”. Such grants are intended to link executive compensation with stockholder value over time. Only our Board of Directors and the Compensation Committee have authority to grant options or Performance Awards to our executive officers. We view stock options as one of the more important components of our long-term, performance-based compensation philosophy. We provide options through initial grants at or near the date of hire and through subsequent periodic grants. Options for executive officers are granted, vest and become exercisable at such time as determined by our Board of Directors. Generally, stock option grants vest over a three or four-year period and have an exercise price equal to the fair market value of our stock at the time of grant. Initial grants are based on ranges that take into consideration an executive’s job responsibilities and competitive market data. For subsequent periodic grants, the Compensation Committee evaluates performance based on each individual’s contribution to the long-term success and growth of the Company, the Company’s performance and the motivational value of additional incremental stock option grants. No stock options are granted in the absence of satisfactory performance. Stock option grants generally terminate shortly after an executive officer ceases providing services to the Company. We grant periodic additional stock options:

  34. Elements of Executive Compensation

    | ● | to provide a long-term incentive to achieve or exceed our financial goals. |

  35. Elements of Executive Compensation

    In granting stock options in the current year, we may consider the cumulative benefit of stock options granted in prior years. We have not re-priced any of our options and do not intend to re-price or otherwise adjust options in the event that fair market value of our Common Stock declines below an option grant price. In May 2024, after review of each individual’s contributions to the Company, and consideration of option grants provided in prior years: Mr. Barbier received options to purchase 50,000 shares of our Common Stock; Dr. Kupiec received options to purchase 10,000 shares of Common Stock and Mr. Schoen received options to purchase 25,000 shares of Common Stock. In September 2024, after review of the Pearl Meyer compensation analysis: Dr. Kupiec and Mr. Schoen received options to purchase 100,000 shares of Common Stock. In September 2024, Pearl Meyer prepared a compensation analysis for a prospectively hired Chief Executive Officer. After Compensation Committee and Board review of the Pearl Meyer analysis, Mr. Barry received options to purchase 600,000 shares of Common Stock on October 1, 2024 after his appointment as President and Chief Executive Officer. See more information under Employment Agreement with Richard J. Barry below. Any personal tax obligations resulting from equity awards are the responsibility of the award recipient. If we issue certain shares for equity awards net of applicable individual taxes, the number of shares issued would be reduced, without reducing the amount of taxable compensation to the award recipient. Policies and Practices Related to the Grant of Certain Equity Awards The Compensation Committee approves equity awards granted to the name executive officers on or before the grant date. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of such awards. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. As shown in the table below, in 2024, we awarded stock options to the named executive officers during certain periods beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

  36. Elements of Executive Compensation

    (1) For completeness, all required Form 8-K filings during the covered periods have been assumed to include material non-public information. (2) Prior to his appointment as Chief Executive Officer, Mr. Barry received the standard annual stock option grant to non-employee directors on the date of our 2024 Annual Meeting of Stockholders on May 9, 2024. Material nonpublic information about the Company was disclosed on a Form 8-K filed on 5/10/2024, and the Company also filed a Form 10-Q on 5/10/2024. Additionally, the Company also filed Forms 8-K on each of 5/8/2024 and 5/13/2024. The percentage change reflected in the table above represents the change in the closing market price of the Company’s common stock from the trading day ending immediately prior to 5/10/2024 and the trading day beginning immediately following 5/10/2024. The percentage change in the closing market price of the Company’s common stock from the trading day ending immediately prior to 5/8/2024 and the trading day beginning immediately following 5/8/2024 was (3.3)%. The percentage change in the closing market price of the Company’s common stock from the trading day ending immediately prior to 5/13/2024 and the trading day beginning immediately following 5/13/2024 was 15.3%. (3) On 10/1/2024, the Company filed an amended Form 8-K disclosing the terms of Mr. Barry’s employment agreement, which included this option grant. (4) On 5/22/2024, the Company filed a Form 8-K disclosing the discretionary cash bonus awards and an employment agreement amendment for certain of our executive officers. (5) On 9/9/2024, the Company filed a Form 8-K announcing Mr. Barry’s appointment as Chief Executive Officer. Performance Awards No Performance Awards were granted in 2024. Other Compensation Pension or Retirement Plans. We do not offer any of our employees a pension plan, retirement plan or other forms of compensation or perquisites paid out upon retirement. Executive officers are eligible for other benefits, in each case, on generally the same basis as other employees, subject to applicable law. Employee Medical and Welfare Benefit Plans. Our employee medical and welfare benefit plans include medical, dental, life, disability and accidental death and dismemberment insurance. 2000 Employee Stock Purchase Plan. Our named executive officers are eligible to participate in our 2000 Employee Stock Purchase Plan (“ESPP”), but did not participate in the ESPP in 2024. We may terminate the ESPP at any time. 401(k) Plan. We maintain a 401(k) Plan that is a defined contribution plan intended to qualify under Section 401(a) of the IRS Code. We have not matched any pre-tax contributions to the 401(k) Plan. Paid Time Off. Our executive officers do not accrue vacation benefits available to our other employees, but do receive other paid time off benefits on the same basis as other employees. Post-Employment Obligations We have employment agreements with Messrs. Barbier, Barry and Schoen and Dr. Kupiec that provide for payments and benefits in connection with a termination of employment without cause. The primary basis for selecting termination without cause for triggering payment was that such terms are deemed necessary in attracting and retaining high-performing executive talent. For additional information on the specific terms and conditions of this employment arrangements, see the discussion in the section entitled “Executive Compensation and Other Matters – Employment and Severance Arrangements” of this Proxy Statement. Accounting and Tax Considerations Generally, the expense related to an option grant or award is established at the time of awards for purposes of financial reporting and recognized as appropriate over the period of time covered by the option grant or award. Our financial statements include more information regarding accounting for stock options. The tax deductions related to equity awards are generally determined in the future, usually at the time of exercise or sale of the underlying stock from stock options or at the time of vesting of other equity awards. These tax deductions may be more or less than the amount of the underlying expense recorded for financial reporting purposes. We cannot predict the amount of tax deductions we earn in the future, if any, because the deductions are based on the fair market value of Common Stock on the date when the tax deduction is earned. Section 162(m) generally imposes a $1 million limit on the amount a public company may deduct for compensation paid to certain current and former executive officers. Prior to 2018, this limitation did not apply to compensation that met Section 162(m)’s requirements for qualifying performance-based compensation. This performance-based compensation exemption was repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible, unless such compensation qualifies for transition relief applicable to certain arrangements that were in effect as of November 2, 2017 and are not materially modified thereafter. As in prior years, while deductibility of executive compensation for federal income tax purposes is among the factors we consider when structuring our executive compensation arrangements, it is not the sole or primary factor considered. We retain the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of the Company. Stock Ownership Guidelines We do not have any stock ownership guidelines, ownership goals or holding requirements. We have an insider trading policy that is designed to promote compliance with insider trading laws and that establishes certain restrictions on trading windows. Clawback Policy Effective October 2, 2023, we adopted an executive compensation clawback policy as required pursuant to the listing standards of Nasdaq, Section 10D of the Exchange Act and Rule 10D-1 under the Exchange Act (the “Dodd-Frank Clawback Policy”). The Dodd-Frank Clawback Policy generally provides that we will seek to recover, in the event of a required accounting restatement, reasonably promptly, excess incentive compensation received by covered officers where that compensation is based on erroneously reported financial information. Other Corporate Governance Policies and Practices The Company has adopted a Code of Ethics that applies to all its directors and employees, including its senior financial and principal executive officers. The Code of Ethics covers a variety of matters, such as acting with integrity and compliance with laws, including anti-corruption laws. Amendments to and waivers, if any, of the Code of Ethics as it pertains to the principal executive officer, principal financial officer, and principal accounting officer, if any, will be disclosed on our website. The Code of Business Conduct is available on the Company’s website at www.cassavasciences.com. The Company has also adopted Corporate Governance Guidelines that are available on the Company’s website at www.cassavasciences.com.

  37. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation for each of our named executive officers.

  38. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards (1) ($) | All Other Compen- sation ($) | Total ($) | | Richard J. Barry | 2024 | 309,375 | — | — | 16,410,050(4) | 10,000(3) | 16,729,425 | | President and Chief Executive Officer (2) | 2023 | — | — | — | 538,655(4) | 7,500(3) | 546,155 | | Remi Barbier | 2024 | 867,708 | 500,000 | — | 1,062,145 | 1,255,950(5) | 3,685,803 | | Former President and Chief Executive | 2023 | 1,188,000 | — | — | 5,065,650 | 9,388 | 6,263,038 | | Officer | | | | | | | | | James W. Kupiec, M.D. | 2024 | 449,000 | 50,000 | — | 2,807,128 | — | 3,306,128 | | Chief Medical Officer | 2023 | 435,000 | — | — | 2,532,825 | — | 2,967,825 | | Eric J. Schoen | 2024 | 475,000 | 250,000 | — | 3,125,772 | — | 3,850,772 | | Chief Financial Officer | 2023 | 460,000 | — | — | 2,532,825 | — | 2,992,825 |

  39. Summary Compensation Table

    | (1) Assumptions used in calculating the value of option awards are described in Notes 2 and 7 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024, incorporated herein by reference. The amounts reported for option awards are based on the aggregate grant date fair value computed in accordance with ASC Topic 718. |

  40. Summary Compensation Table

    | (2) On July 15, 2024, Mr. Barry, an independent director at the time, was named by the Board as its Executive Chairman. On September 6, 2024, Mr. Barry was appointed President and Chief Executive Officer. |

  41. Summary Compensation Table

    | (3) Represents fees earned or paid in cash for service as a non-employee director. | | (4) Calendar 2023 represents option awards granted to Mr. Barry for service as a non-employee director. Calendar 2024 includes option awards granted to Mr. Barry, with a grant date fair value of $304,369, for service as a non-employee director. | | (5) Represents severance of $1,225,000 due to Mr. Barbier, including $357,292 paid in 2024, and life and health insurance premiums, including tax gross ups, of $30,950. |

  42. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding the outstanding equity awards at December 31, 2024 held by each of our executive officers named in the Summary Compensation Table.

  43. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards(1) | | | | | Name | Option/ Award Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Richard J. Barry | 5/4/23(5) | 10,555 | 9,445 | 22.34 | 5/4/33 | | | 5/4/23 | 5,000 | — | 22.34 | 5/4/33 | | | 5/9/24(2) | 8,750 | 6,250 | 21.11 | 5/9/34 | | | 10/1/24(3) | — | 600,000 | 27.42 | 10/1/34 | | Remi Barbier | 12/11/15 | 85,714 | — | 13.02 | 12/11/25 | | | 8/23/17 | 300,000 | — | 3.24 | 8/23/27 | | | 9/28/18 | 60,000 | — | 1.01 | 9/28/28 | | | 12/13/19 | 100,000 | — | 1.88 | 12/13/29 | | | 10/3/23(5) | 116,666 | 183,334 | 17.54 | 10/3/33 | | | 5/20/24(4) | 7,291 | 42,709 | 22.10 | 5/20/34 | | James W. Kupiec, M.D. | 10/3/23(5) | 58,333 | 91,667 | 17.54 | 10/3/33 | | | 5/20/24(4) | 1,458 | 8,542 | 22.10 | 5/20/34 | | | 9/6/2024(6) | — | 100,000 | 26.91 | 9/6/34 | | Eric J. Schoen | 10/3/23(5) | 58,333 | 91,667 | 17.54 | 10/3/33 | | | 5/20/24(4) | 3,645 | 21,355 | 22.10 | 5/20/34 | | | 9/6/2024(6) | — | 100,000 | 26.91 | 9/6/34 |

  44. Outstanding Equity Awards at Fiscal Year End

    (1) All of the outstanding equity awards were granted under our 2008 Equity Incentive Plan or 2018 Omnibus Incentive Plan. Option awards were granted with an exercise price equal to the fair market value of our common stock on the date of grant. (2) One twelfth of the shares subject to each such option vest and become exercisable one month after the vesting commencement date, and an additional one twelfth of the shares subject to such option vest each month thereafter. (3) Shares subject to each such option vest and become exercisable in four equal annual installments (25% each year) with the initial 25% vesting on July 15, 2025. (4) One forty-eighth of the shares subject to each such option vest and become exercisable one month after the vesting commencement date, and an additional one forty-eighth of the shares subject to such option vest each month thereafter. (5) One thirty-sixth of the shares subject to each such option vest and become exercisable one month after the vesting commencement date, and an additional one thirty-sixth of the shares subject to such option vest each month thereafter. (6) Shares subject to each such option vest and become exercisable over 2 years, with 50% cliff vesting 1-year after grant date and the remaining 50% cliff vesting 2-years after grant date.

  45. 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 and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Summary of Executive Compensation.”

  46. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 1 (Barbier)1 | Compensation Actually Paid to PEO 1 (Barbier)2 | Summary Compensation Table Total for PEO 2 (Barry)1 | Compensation Actually Paid to PEO 2 (Barry)2 | Average Summary Compensation Table Total for Non-PEO NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs4 | Value of Initial Fixed $100 Investment Based On: | Net Loss (thousands)6 | | | | | | | | | Total Shareholder Return5 | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (h) | | 2024 | $3,685,803 | $(1,008,439) | $16,729,425 | $1,776,953 | $3,578,450 | $(922,763) | $45 | $(24,342) | | 2023 | $6,263,038 | $7,562,818 | $- | $- | $2,409,975 | $2,362,737 | $433 | $(97,217) | | 2022 | $1,114,998 | $361,355 | $- | $- | $1,240,460 | $874,752 | $568 | $(76,246) | | 2021 | $1,741,120 | $8,938,255 | $- | $- | $671,837 | $2,636,522 | $840 | $(32,385) | | 2020 | $936,120 | $1,282,944 | $- | $- | $298,466 | $444,819 | $131 | $(6,334) |

  47. Pay Versus Performance

    (1)Summary Compensation Table Total for PEOs: The dollar amounts reported in column (b) are the amounts of total compensation reported for our former PEO, Mr. Barbier, and our current PEO, Mr. Barry, for each corresponding year in the “Total” column of the Summary Compensation Table. (2)Compensation Actually Paid to PEOs: The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Barbier and Mr. Barry, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Barbier and Mr. Barry during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Barbier’s and Mr. Barry’s total compensation to determine the compensation actually paid:

  48. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO 1 (Barbier) | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO 1 (Barbier) | | 2024 | $3,685,803 | $(1,062,145) | $(3,632,097) | $(1,008,439) | | Year | Reported Summary Compensation Table Total for PEO 2 (Barry) | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO 2 (Barry) | | 2024 | $16,729,425 | $(16,410,050) | $1,457,578 | $1,776,953 |

  49. Pay Versus Performance

    | (a) The grant date fair value of equity awards represents the total of any amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table. |

  50. Pay Versus Performance

    | (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following: |

  51. Pay Versus Performance

    (i) the year-end fair value (computed consistent with the methodology used for share-based payments under U.S. GAAP) of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  52. Pay Versus Performance

    | Year | (i)Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (Barbier) | (ii)Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (iii)Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv)Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (v)Fair Value at the end of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments (Barbier) | | 2024 | $86,521 | $(3,593,300) | $162,623 | $(287,941) | $- | $(3,632,097) | | Year | (i)Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (Barry) | (ii)Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (iii)Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv)Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (v)Fair Value at the end of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments (Barry) | | 2024 | $1,308,946 | $7,299 | $- | $141,333 | $- | $1,457,578 |

  53. Pay Versus Performance

    (3)Average Summary Compensation Table Total for Non-PEO NEOs: The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Barbier for all years presented and Mr. Barry for 2024) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Barbier and Mr. Barry) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Dr. Kupiec and Mr. Schoen (ii) for 2023, Mssrs. Cook and Schoen, and Dr. Kupiec; (iii) for 2022, Mssrs. Cook and Schoen, and Drs. Friedmann and Kupiec; (iv) for 2021, Mr. Schoen and Drs. Friedmann and Kupiec; and (v) for 2020, Mr. Schoen and Dr. Friedmann. Dr. Nadav Friedmann was a Director and our Chief Medical Officer who passed away in December 2022 following a brief journey with cancer. (4) Average Compensation Actually Paid to Non-PEO NEOs: The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Barbier and Mr. Barry), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Barbier and Mr. Barry) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Barbier and Mr. Barry) to determine the compensation actually paid, using the same methodology described above in Note 2:

  54. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $3,578,450 | $(2,966,450) | $(1,534,763) | $(922,763) |

  55. Pay Versus Performance

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  56. Pay Versus Performance

    | Year | (i)Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | (ii)Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | | (iii)Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv)Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | (v)Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Average Equity Award Adjustments | | 2024 | $270,745 | ($ | 1,794,028) | $129,333 | ($ | 140,814) | $- | $(1,534,763) |

  57. Pay Versus Performance

    (5) Total Shareholder Return: Cumulative TSR is calculated based upon a fixed investment of $100 on the last trading day of calendar 2019 through and including the last trading day of calendar 2024. Pursuant to applicable Securities and Exchange Commission rules, all values assume reinvestment of the full amount of all dividends, however no cash dividends have been declared on our Common Stock to date. The stockholder returns shown on the graph below are based on historical results and are not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns. (6)Net Loss: The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

  58. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Summary of Executive Compensation,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes various performance measures to align executive compensation with Company performance, few of those Company measures are presented in the Pay versus Performance table as progress of clinical development of our product candidates is non-financial in nature. 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 Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, 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 amount of compensation actually paid to our former PEO, Mr. Barbier, our current PEO, Mr. Barry, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Barbier and Mr. Barry) is aligned with the Company’s cumulative TSR over the five years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Mr. Barbier, Mr. Barry and to the other NEOs is comprised of equity awards. Thus, compensation actually paid decreased consistent with the decrease in stock price in 2024. Compensation Actually Paid and Net Loss The amount of compensation actually paid to our former PEO, Mr. Barbier, our current PEO, Mr. Barry, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Barbier and Mr. Barry) is generally not aligned with the Company’s net loss over the five years presented in the table. In general, companies seek to generate net income rather than a net loss. However, for a clinical stage company such as Cassava, an increasing net loss may be linked to and indicative of progress in clinical trials, which are larger and more expensive in later stages trials.

  59. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control

  60. Director Compensation

    Director Compensation The following table sets forth all director compensation for 2024 for all directors who are not named executive officers.

  61. Director Compensation

    | Name | Fees earned or paid in cash($)(1) | Option Awards ($)(2) | Total ($) | | Robert Anderson, Jr. | 10,000 | 202,913 | 212,913 | | Pierre Gravier | 10,000 | 202,913 | 212,913 | | Robert C. Gussin, Ph.D. | 10,000 | 304,369 | 314,369 | | Claude Nicaise, M.D. | 10,000 | 202,913 | 212,913 | | Michael J. O’Donnell, Esq. | 10,000 | 202,913 | 212,913 | | Sanford R. Robertson (3) | 7,500 | 304,369 | 311,869 | | Patrick J. Scannon, M.D., Ph.D. | 10,000 | 202,913 | 212,913 |

  62. Director Compensation

    | (1) Non-employee directors are each eligible for a $10,000 annual cash retainer, payable in arrears for each 12-month period of service. | | (2) Assumptions used in calculating the value of option awards are described in Notes 2 and 7 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024, incorporated herein by reference. The amounts reported for option awards are based on the aggregate grant date fair value computed in accordance with ASC Topic 718. Total stock options outstanding at December 31, 2024 for non-employee directors were as follows: Mr. Anderson - 30,000; Mr. Gravier - 30,000; Dr. Gussin - 158,210; Dr. Nicaise - 30,000; Mr. O’Donnell - 101,426; and Mr. Scannon - 105,426. | | (3) Sanford “Sandy” Robertson, an esteemed long-term member of the Board, passed away on August 3, 2024. He is included as a director for SEC disclosure purposes as he was a Company director during 2024. |

  63. Director Compensation

    Each non-employee director is eligible to receive compensation for service consisting of annual cash retainers and equity awards under our Non-employee Director Compensation Program, which was adopted by our Board of Directors in March 2023 and became effective upon approval by stockholder vote at our 2023 Annual Meeting of Stockholders on May 4, 2023. Our Board has approved an amendment to our Non-employee Director Compensation Program to help attract and retain highly qualified directors, which amendment is subject to stockholder approval. We encourage you to review and vote for Proposal Two in this Proxy. We believe highly qualified directors are critical to the Company’s success. In order to attract, motivate, retain and reward non-employee directors to the Company’s Board of Directors, we believe that an amendment to our compensation program for non-employee directors is in the best interests of the Company and its stockholders.

  64. Existing Non-employee Director Compensation Program

    Existing Non-employee Director Compensation Program The Non-employee Director Compensation Program provides for a $10,000 annual cash retainer, payable in arrears to each non-employee director of the Company’s Board of Directors for each 12-month period of service during the 36-month period following the May 2023 stockholder approval, pro-rated for partial periods of service based on the number of quarters in which the non-employee director provides at least one day of service. The Non-employee Director Compensation Program also provides for the following automatic grants of stock options to the non-employee members of the Company’s Board of Directors:

  65. Existing Non-employee Director Compensation Program

    | ● | An initial nonqualified stock option grant on the date of the 2023 Annual Meeting of Stockholders for the right to purchase 20,000 shares of the Company’s Common Stock, vesting monthly over 36 months; |

  66. Existing Non-employee Director Compensation Program

    | ● | An annual nonqualified stock option grant on the date of the Company’s annual meeting of stockholders in 2025 for the right to purchase 10,000 shares of the Company’s Common Stock, vesting monthly over 12 months; and |

  67. Existing Non-employee Director Compensation Program

    | ● | An additional nonqualified stock option grant on the date of the Company’s annual meeting of stockholders in 2025 for the right to purchase 2,500 shares of the Company’s Common Stock for service on one standing committee of the Board of Directors or 5,000 shares of the Company’s Common Stock for service on two or more standing committees of the Board of Directors, vesting monthly over 12 months. |

  68. Existing Non-employee Director Compensation Program

    Newly appointed or elected members of the Board of Directors qualify to receive a nonqualified stock option grant for the right to purchase 20,000 shares of the Company’s Common Stock, vesting monthly over 36 months, and thereafter receive benefits in the same manner as other non-employee directors under the Non-employee Director Compensation Program. All stock options are granted pursuant to the Company’s 2018 Omnibus Incentive Plan. Stock options have an exercise price per share equal to the fair market value of a share of the Company’s Common Stock at the time of grant and will have a maximum ten-year term.

  69. Indemnification of Directors and Officers

    Indemnification of Directors and Officers The Company has entered into indemnification agreements with each of our directors and officers, which require the Company to indemnify its directors and officers to the fullest extent permitted by Delaware law.

  70. AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (Adopted and approved effective May 423, 20232025) Each member of the Board of Directors (the “Board”) of Cassava Sciences, Inc. (the “Company”), who is not an employee of the Company (each such member, a “Non-employee Director”), will receive the compensation described in this amended Director Compensation Program (the “Amended Director Compensation Program”) for his or her Board service upon and following the date set forth above (the “Effective Date”), subject to the approval of this Amended Director Compensation Program by the stockholders of the Company at the Company’s 20232025 Annual Meeting of Stockholders. The Amended Director Compensation Program will be effective as of the Effective Date and supersedes all prior arrangements with respect to the subject matter hereof. Stock option grants awarded prior to the Effective Date shall not be affected in any way by this Amended Director Compensation Program. As set forth in this Amended Director Compensation Program, each person who is a Non-employee Director on the Effective Date shall be eligible to receive the following compensation:

  71. AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ● | Annual Cash Retainer: $10,00040,000; |

  72. AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ● | 2023 Initial Stock Option Grant: 20,000 stock options (vesting over 36 months);Additional Annual Cash Retainer to Board Chair: $30,000; |

  73. AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ● | Annual Stock Option Grant in 2024 and 2025: 10,000 stock options (vesting over 12 months);Additional Annual Cash Fees to Chairs of the Audit, Compensation, and Nominating & Governance Committees: $15,000, $10,000, and $8,000, respectively; |

  74. AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ● | Additional Annual Cash Fees to non-Chair Members of the Audit, Compensation, and Nominating & Governance Committees: $7,500, $5,000, and $4,000, respectively; and |

  75. AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ● | Additional Committee Grant: 2,500Annual Stock Option Grant: 26,500 stock options for service on one standing Board committee or 5,000 options for service on two or more standing Board committees (vesting over 12 months). |

  76. AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    Non-employee Directors elected or appointed to the Board after the Effective Date shall be eligible to receive a stock option grant of 20,00053,000 stock options on the start date of their service to the Company, as set forth below, and shall participate in the Amended Director Compensation Program as described below. 6801 N Capital of Texas Highway, Building 1; Suite 300, Austin, TX 78731 Phone: 512-501-2444 Fax: 512-614-0414