DEF 14A of Filana Therapeutics, Inc.
Filed Apr 28, 2026 · FY20250001437749-26-013654
ELECTION OF THREE CLASS II DIRECTORS
ELECTION OF THREE CLASS II DIRECTORS
Rationale
| ● | Reflects best practices in corporate governance | | ● | Reflects appropriate governance since the Company's Non-employee Director Compensation Program which was originally approved by stockholders in 2023, expired on May 4, 2026 |
Rationale
| ● | Provides an objective framework for director compensation |
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.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position | | Richard J. Barry | 67 | President, Chief Executive Officer and Class II Director | | R. Christopher Cook | 62 | Chief Operating and Legal Officer | | Eric J. Schoen | 57 | Chief Financial Officer | | Robert Anderson, Jr. (1)(3)(4) | 60 | Class I Director | | Dawn C. Bir (2)(4) | 55 | Class I Director | | Pierre Gravier (1)(4) | 41 | Class II Director | | Robert Z. Gussin, Ph.D. (1)(2)(4) | 88 | Class II Director | | Claude Nicaise, M.D. (2)(3)(4) | 74 | Chairman of the Board and Class II Director | | Michael J. O’Donnell, Esq. (4) | 67 | Class I Director | | Patrick J. Scannon, M.D., Ph.D. (4) | 78 | Class III Director |
DIRECTORS AND EXECUTIVE OFFICERS
_________
DIRECTORS AND EXECUTIVE OFFICERS
| (1) Member of Audit Committee. |
DIRECTORS AND EXECUTIVE OFFICERS
| (2) Member of Compensation Committee. |
DIRECTORS AND EXECUTIVE OFFICERS
| (3) Member of the Nominating and Governance Committee. |
DIRECTORS AND EXECUTIVE OFFICERS
| (4) Meets the definition of independence under the Nasdaq Stock Market LLC listing standards. |
DIRECTORS AND EXECUTIVE OFFICERS
The Board chooses the executive officers, who then serve at the discretion of the Board. 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 (Chris) Cook was appointed Chief Operating and Legal Officer of the Company in April 2025. He joined the Company as Senior Vice President and General Counsel in 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. 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. Dawn Carter Bir has served as a Director since October 2025. Dawn brings over 30 years of leadership in biotechnology with emerging and established companies, and diverse experiences including clinical development, commercial, medical, strategic business planning, financial and operations. During 2025, she served as Interim President and CEO of Geron Corporation (Nasdaq: GERN), a commercial-stage biotechnology company. Before this role, Dawn was Executive Vice President and Chief Commercial Officer at Reata Pharmaceuticals, a commercial-stage biotechnology company, through the development and commercialization of their first drug and its $7.3 billion acquisition by Biogen in 2023. Previously, she was Vice President at Pharmacyclics, a commercial-stage biotechnology company, through the company's first drug approval, launch, and its $21 billion acquisition by AbbVie in 2015. She currently holds board positions at Geron Corporation and Soleno Therapeutics (Nasdaq: SLNO), both with a focus on treatments for rare and serious diseases. Dawn holds a Bachelor of Science in Biology from Binghamton University in New York. 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. Mr. Gravier was identified as a director candidate by our former chief executive officer prior to Mr. Gravier’s appointment to the Board in December 2023. 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. Dr. Gussin has announced his retirement from the Board in June 2026 and is not standing for re-election at this Annual Meeting. 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. Mr. Nicaise was identified as a director candidate by our current chief executive officer prior to Mr. Nicaise’s appointment to the Board in December 2023.
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. Mr. O’Donnell has notified the Board of Directors of his decision to resign from the Board, effective at the conclusion of this Annual Meeting. 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.
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 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 2025, the Compensation Committee engaged Pearl Meyer to analyze the compensation for certain officers of the Company. The Compensation Committee concluded that 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 affirmed a peer group, based on Pearl Meyer’s review and recommendation, of nineteen (19) 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 40th percentile of this peer group of companies at the time it was established. The peer group consists of the following companies:
Elements of Executive Compensation
| ● | competitive market data; and |
Elements of Executive Compensation
In December 2025, the Compensation Committee assessed Company performance against the pre-established metrics. As a result of this evaluation of 2025 corporate goals, the Compensation Committee determined that the targets for 2025 had been met and recommended to the Board that actual bonus payouts be 100% of the aggregate bonus target amount for each named executive officer. Subsequently, Mr. Barry initiated a reallocation of $50,000 of the bonus awarded to him to be allocated $25,000 each to Mr. Schoen and Mr. Cook in personal recognition of their efforts and contributions to the Company in 2025. This reallocation did not result in any additional bonus amounts being paid by the Company. The Board approved the recommendation of the Compensation Committee and the payment of 2025 bonuses on December 12, 2025. The following table sets forth the final 2025 annual bonus payouts for each of our named executive officers:
Elements of Executive Compensation
| Name | Annual Bonus Award | | Richard J. Barry | $355,000 | | R. Christopher Cook | $215,000 | | Eric J. Schoen | $215,000 |
Elements of Executive Compensation
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 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 or Compensation Committee. 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, the motivational value of additional incremental stock option grants and comparative compensation data from our peer group. 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:
Elements of Executive Compensation
| ● | to provide a long-term incentive to achieve or exceed our financial goals. |
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. (Proposal 2 includes an explicit prohibition on re-pricing our stock option awards, if approved). In March 2025, and following the dramatic reduction in the Company's market capitalization, the Compensation Committee engaged Pearl Meyer to analyze the compensation for certain officers of the Company. The Company established a peer group, based on Pearl Meyer’s review and recommendation, of publicly traded biotechnology companies substantially similar to those discussed in Role of the Independent Compensation Consultant above. In April 2025, after review of each individual’s contributions to the Company, and consideration of the recommendations of Pearl Meyer: Mr. Barry received an option to purchase 350,000 shares of our Common Stock and Messrs. Cook and Schoen each received an option to purchase 100,000 shares of Common Stock. The Compensation Committee noted that the named executive officer awards awarded were approximately 50% of the amount recommended by Pearl Meyer due to the limited number of shares available in the 2018 Plan (See Proposal 2 to increase the number of shares available in the 2018 Plan). 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. 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 stockholder 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 21, 2026. Policies and Practices Related to the Grant of Certain Equity Awards The Compensation Committee approves equity awards granted to the named 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 2025, 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.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation for each of our named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards (1) ($) | All Other Compen- sation ($) | Total ($) | | Richard J. Barry | 2025 | 675,000 | 355,000 | — | 490,035 | — | 1,520,035 | | President and Chief Executive Officer | 2024 | 309,375 | — | — | 16,410,050 | 10,000 | 16,729,425 | | R. Christopher Cook | 2025 | 463,975 | 215,000 | — | 140,010 | — | 818,985 | | Chief Operating and Legal Officer(2) | 2024 | 438,000 | 50,000 | — | 2,807,128 | — | 3,295,128 | | Eric J. Schoen | 2025 | 475,000 | 215,000 | — | 140,010 | — | 830,010 | | Chief Financial Officer | 2024 | 475,000 | 250,000 | — | 3,125,772 | — | 3,850,772 |
Summary Compensation Table
| (1) Assumptions used in calculating the value of option awards are described in Notes 2 and 7 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025, incorporated herein by reference. The amounts reported for option awards are based on the aggregate grant date fair value computed in accordance with ASC Topic 718. |
Summary Compensation Table
| (2) On April 18, 2025, Mr. Cook, previously our Senior Vice President and General Counsel, was appointed Chief Operating and Legal Officer of the Company. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding the outstanding equity awards at December 31, 2025 held by each of our executive officers named in the Summary Compensation Table.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards(1) | | | | | Name | Option/ Award Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Richard J. Barry | 5/4/23(4) | 17,222 | 2,778 | 22.34 | 5/4/33 | | | 5/4/23 | 5,000 | — | 22.34 | 5/4/33 | | | 5/9/24 | 15,000 | — | 21.11 | 5/9/34 | | | 10/1/24(2) | 150,000 | 450,000 | 27.42 | 10/1/34 | | | 4/17/25(6) | — | 350,000 | 1.44 | 4/17/35 | | R. Christopher Cook | 10/28/22(3) | 79,166 | 20,834 | 36.76 | | | | 10/3/23(4) | 36,111 | 13,889 | 17.54 | 10/3/33 | | | 5/20/24(3) | 3,958 | 6,042 | 22.10 | 5/20/34 | | | 9/6/2024(5) | 50,000 | 50,000 | 26.91 | 9/6/34 | | | 4/17/25(6) | — | 100,000 | 1.44 | 4/17/35 | | Eric J. Schoen | 10/3/23(4) | 108,333 | 41,667 | 17.54 | 10/3/33 | | | 5/20/24(3) | 9,895 | 15,105 | 22.10 | 5/20/34 | | | 9/6/2024(5) | 50,000 | 50,000 | 26.91 | 9/6/34 | | | 4/17/25(6) | — | 100,000 | 1.44 | 4/17/35 |
Outstanding Equity Awards at Fiscal Year End
(1) All of the outstanding equity awards were granted under our 2018 Omnibus Incentive Plan, as amended. Option awards were granted with an exercise price equal to the fair market value of our common stock on the date of grant. (2) 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. (3) 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. (4) 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. (5) 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. (6) Shares subject to each such option vest and become exercisable in four equal annual installments (25% each year).
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.”
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 NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | Net Loss (thousands)(6) | | | | | | | | | Total Stockholder Return(5) | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (h) | | 2025 | $- | $- | $1,520,035 | $1,334,641 | $824,498 | $781,795 | $6.70 | $(90,973) | | 2024 | $3,685,803 | $(1,008,439) | $16,729,425 | $1,776,953 | $3,578,450 | $(922,763) | $7.99 | $(24,342) | | 2023 | $6,263,038 | $7,562,818 | $- | $- | $2,409,975 | $2,362,737 | $76.20 | $(97,217) |
Pay Versus Performance
(1)Summary Compensation Table Total for PEO: 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. Mr. Barry was appointed President and Chief Executive on September 6, 2024. (2)Compensation Actually Paid to PEO: 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. Barry’s total compensation to determine the compensation actually paid:
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2025 | $1,520,035 | $(490,035) | $304,641 | $1,334,641 |
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. |
Pay Versus Performance
| (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following: |
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:
Pay Versus Performance
| Year | (i)Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | (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 | | 2025 | $661,110 | $(290,247) | $- | $(66,222) | $- | $304,641 |
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 our PEO for all years presented) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Mr. Cook and Mr. Schoen (ii) for 2024, Dr. Kupiec and Mr. Schoen (iii) for 2023, Messrs. Cook and Schoen, and Dr. Kupiec. (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 our PEO, 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. 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. Barry) to determine the compensation actually paid, using the same methodology described above in Note 2:
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 | | 2025 | $824,498 | $(140,010) | $97,308 | $781,795 |
Pay Versus Performance
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
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 | | 2025 | $188,888 | $(114,906) | $- | $23,326 | $- | $97,308 |
Pay Versus Performance
(5) Total Stockholder Return: Cumulative TSR is calculated based upon a fixed investment of $100 on the last trading day of calendar 2022 through and including the last trading day of calendar 2025. 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.
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 current PEO, Mr. Barry, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Barry) is aligned with the Company’s cumulative TSR over the three years presented in the table. The compensation actually paid aligns with the Company’s cumulative TSR over the period presented because a significant portion of the compensation actually paid to Mr. Barry and to the other NEOs is comprised of equity awards. Thus, compensation actually paid generally decreased consistent with the decrease in stock price over the three-year period presented. Compensation Actually Paid and Net Loss The amount of compensation actually paid to our current PEO, Mr. Barry, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Barry) is generally not aligned with the Company’s net loss over the three 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 Filana, an increasing net loss may be linked to and indicative of progress in clinical trials, which become larger and more expensive in later stages trials.
Potential Payments upon Termination or Change-in-Control
Potential Payments upon Termination or Change-in-Control
Director Compensation
Director Compensation The following table sets forth all director compensation for 2025 for all directors who are not named executive officers.
Director Compensation
| Name | Fees earned or paid in cash($)(1) | Option Awards ($)(2) | Total ($) | | Robert Anderson, Jr. | 44,125 | 54,367 | 98,492 | | Dawn C. Bir | 11,250 | 201,861 | 213,111 | | Pierre Gravier | 43,750 | 54,367 | 98,117 | | Robert Z. Gussin, Ph.D. | 41,875 | 54,367 | 96,242 | | Claude Nicaise, M.D. | 65,500 | 54,367 | 119,867 | | Michael J. O’Donnell, Esq. | 32,500 | 54,367 | 86,867 | | Patrick J. Scannon, M.D., Ph.D. | 32,500 | 54,367 | 86,867 |
Director Compensation
| (1) Non-employee directors were each eligible for a $10,000 annual cash retainer, payable in arrears for each 12-month period of service, through May 23, 2025 when the amended Non-Employee Director Compensation Plan was adopted by shareholders, after which the annual cash retainer increased to $40,000. Additional annual Cash Retainer to Board Chair was $30,000. Additional annual Cash Fees to Chairs of the Audit, Compensation, and Nominating & Governance Committees were $15,000, $10,000, and $8,000, respectively. Additional annual Cash Fees to non-Chair Members of the Audit, Compensation, and Nominating & Governance Committees were $7,500, $5,000, and $4,000, respectively. A summary of the amended Non-employee Director Compensation Program is included below. | | (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, 2025, 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, 2025 for non-employee directors were as follows: Mr. Anderson - 56,500; Ms. Bir - 53,000; Mr. Gravier - 56,500; Dr. Gussin - 175,426; Dr. Nicaise - 56,500; Mr. O’Donnell - 120,784; and Mr. Scannon - 124,784. The intrinsic value of all stock options held by Directors was $42,000 based upon the closing price of our common stock of $1.98 at December 31, 2025. |
Director Compensation
Each non-employee director is eligible to receive compensation for service consisting of annual cash retainers and equity awards under our amended Non-employee Director Compensation Program, which was adopted by our Board and became effective upon approval by stockholder vote at our 2025 Annual Meeting of Stockholders on May 23, 2025. This formal program document expires on May 4, 2026 in accordance with the original terms of the Non-employee Director Compensation Program. Going forward, the Board and Compensation Committee will exercise discretion to approve director compensation within the parameters of the Amended 2018 Plan, if approved, which is described in Proposal No. 2. 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, we believe that an amendment to our compensation program for non-employee directors is in the best interests of the Company and its stockholders.
Non-employee Director Compensation Program
Non-employee Director Compensation Program As set forth in the Amended Director Compensation Program (which is set to expire on May 4, 2026), each person who is a Non-employee Director on the Effective Date shall be eligible to receive the following compensation:
Non-employee Director Compensation Program
| ● | Annual Cash Retainer: $40,000; |
Non-employee Director Compensation Program
| ● | Additional Annual Cash Retainer to Board Chair: $30,000; |
Non-employee Director Compensation Program
| ● | Additional Annual Cash Fees to Chairs of the Audit, Compensation, and Nominating & Governance Committees: $15,000, $10,000, and $8,000, respectively; |
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 |
Non-employee Director Compensation Program
| ● | Annual Stock Option Grant: 26,500 stock options (vesting over 12 months). |
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 53,000 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 above. All annual cash compensation will be paid for twelve (12) months of continuous service on the Board, with each twelve (12) month period measured from the Effective Date for this purpose. All annual cash compensation amounts will be payable in arrears, in one payment on the applicable anniversary of the Effective Date. In the event that a new Non-employee Director is appointed to the Board, that a Non-employee Director ceases to be a Non-employee Director, that a Non-employee Director is appointed to a chair or committee position, or that a Non-employee Director ceases to be a chair or committee member during such a twelve (12) month period, then any amount payable for a partial year of service will be paid pro-rata based on the number of quarters in which the Non-employee Director served as a member and/or chair of the Board or committee for at least one day during the applicable twelve (12) month period and shall be payable, in the case of a departing Non-employee Director, within thirty (30) days of such Non-employee Director’s separation from service (within the meaning of IRS Code Section 409A). 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.
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.