DEF 14A of Puma Biotechnology, Inc.
Filed Apr 28, 2026 · FY20250001437749-26-013671
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Board Structure
Board Structure Under our fifth amended and restated bylaws (“Bylaws”), the number of directors shall be fixed from time to time by resolutions of the directors. Our Board has fixed the size of the Board at eight members, and we have eight current members of the Board. In evaluating the suitability of individual Board candidates and members, the Nominating and Corporate Governance Committee and Board consider many factors including experience, wisdom, integrity, skills (such as understanding of finance and marketing), educational and professional background, geography, culture, viewpoints, background and perspectives and willingness and ability to devote adequate time to Board duties. The Board has actively sought and appointed qualified female candidates and other diverse directors. For more information concerning the director recruitment and nominating process, please see “Nominating and Corporate Governance Committee” below.
Directors and Board Nominees
Directors and Board Nominees Based upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated Alan H. Auerbach, Alessandra Cesano, Allison Dorval, Michael P. Miller, Jay M. Moyes, Adrian M. Senderowicz, Brian Stuglik, and Troy E. Wilson for re-election as directors to the Board. If elected, each director will serve a one-year term expiring at the close of our next annual meeting in 2027, and until such director’s successor is elected and qualified, or until such director’s earlier resignation or removal. Each of Messrs. Auerbach, Miller, Moyes, and Stuglik, Ms. Dorval, and Drs. Cesano, Senderowicz and Wilson currently serve on our Board, and each has agreed to serve if re-elected. If any nominee should become unavailable for election prior to the annual meeting (an event that currently is not anticipated by the Board), the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or, alternatively, the authorized number of directors may be reduced accordingly by the Board. Set forth below is certain information with respect to the nominees as of the record date. Proxies cannot be voted for a greater number of nominees than the eight nominees set forth below.
Directors and Board Nominees
| Name | Age | Director Since | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Research and Development Committee | | Alan H. Auerbach | 56 | 2010 | | | | | | Alessandra Cesano, M.D., Ph.D. | 65 | 2022 | | | | M | | Allison Dorval | 50 | 2021 | M | | | | | Michael P. Miller | 69 | 2018 | | M | M | | | Jay M. Moyes* | 72 | 2012 | C | M | | | | Adrian M. Senderowicz, M.D. | 62 | 2015 | | | M | C | | Brian Stuglik, R.Ph. | 66 | 2020 | | C | | M | | Troy E. Wilson, Ph.D., J.D. | 57 | 2013 | M | | C | M |
Directors and Board Nominees
| * Lead Independent Director |
Directors and Board Nominees
| “C” | Current Chair |
Directors and Board Nominees
| “M” | Current Member |
Directors and Board Nominees
The average tenure of our Board is 9.2 years, comprised of two directors with less than five years of experience, two directors with 5-9 years of experience, and four directors with 10+ years of experience. Our directors possess a range of diverse skills, backgrounds, experience and viewpoints that we believe are integral to an effective board of directors. The experience matrix below identifies certain of our directors’ experiences, strengths and qualifications by person.
Directors and Board Nominees
| | Auerbach | Cesano | Dorval | Miller | Moyes | Senderowicz | Stuglik | Wilson | | Senior Executive Leadership | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Other Public Company Board | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | | Pharmaceutical/Biotechnology | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial/Accounting or Audit | ✔ | | ✔ | | ✔ | ✔ | ✔ | ✔ | | Commercialization/Sales/Marketing | ✔ | | | ✔ | | ✔ | ✔ | | | Research and Product Development | ✔ | ✔ | | | | ✔ | ✔ | ✔ | | Regulatory or Risk Management | ✔ | ✔ | | | | ✔ | | | | Advanced Education in Science | ✔ | ✔ | | | | ✔ | | ✔ |
Director Biographical Information
Director Biographical Information The following biographical information is furnished with respect to our current directors who are nominees for re-election at the annual meeting. Alan H. Auerbach. Mr. Auerbach has served as Chairman of our Board and as our President, Chief Executive Officer and Secretary since the Company’s inception in September 2010. Prior to founding the Company, Mr. Auerbach founded Cougar Biotechnology, Inc. (“Cougar”), a biotechnology company, in May 2003 and served as Chief Executive Officer, President and a member of its board of directors until July 2009, when Cougar was acquired by Johnson & Johnson. From July 2009 until January 2010, Mr. Auerbach served as Co-Chairman of the Integration Steering Committee at Cougar (as part of Johnson & Johnson) that provided leadership and oversight for the development and global commercialization of Cougar’s lead drug candidate, abiraterone acetate, for the treatment of advanced prostate cancer. Prior to founding Cougar, from June 1998 to April 2003, Mr. Auerbach was Vice President, Senior Research Analyst at Wells Fargo Securities, where he was responsible for research coverage of small- and middle-capitalization biotechnology companies, with a focus on companies in the field of oncology. Mr. Auerbach served as a director of Radius Health, Inc., a public pharmaceutical company focused on acquiring and developing new therapeutics for the treatment of osteoporosis and other women’s health conditions, from May 2011 to December 2017 and its predecessor entity from October 2010 to May 2011. Mr. Auerbach received a B.S. in Biomedical Engineering from Boston University and an M.S. in Biomedical Engineering from the University of Southern California. Mr. Auerbach was nominated to serve as a director because of his position as our President and Chief Executive Officer and his significant experience as an executive and research analyst in the biotechnology industry. Our employment agreement with Mr. Auerbach dated January 19, 2012 provides that Mr. Auerbach will be nominated for election to our Board if the term of his directorship expires during the term of the employment agreement. The original term of his employment agreement was through September 1, 2014, but is subject to successive automatic one-year renewal terms. Alessandra Cesano, M.D., Ph.D. has been a director since July 2022. Dr. Cesano has served as a member of the board of directors of Summit Therapeutics Inc., a public biopharmaceutical oncology company, since November 2022, and a member of the board of directors of Zymeworks, a public, clinical-stage biotechnology company, since February 2024. Dr. Cesano served as the Chief Medical Officer of ESSA Pharma Inc., a pharmaceutical company developing therapies for the treatment of prostate cancer, from July 2019, and as Executive Vice President from 2023, until May 2025. From July 2015 until June 2019, Dr. Cesano was the Chief Medical Officer of NanoString Inc., a biotechnology company that develops translational research tools, where she focused on the development of translational and diagnostic multi-plexed assays for the characterization and measurement of mechanisms of immune response/resistance. Prior to NanoString, Dr. Cesano was Chief Medical Officer at Cleave Biosciences, Inc., a biopharmaceutical company focusing on protein therapies for the treatment of cancer and neurodegenerative diseases, and before that she served as Chief Medical Officer and Chief Operations Officer at Nodality, Inc., where she built and led the Research & Development group, while providing the overall clinical vision for the organization. Between 1998 and 2008, Dr. Cesano held various management positions at Amgen Inc., Biogen Inc. (formerly Biogen Idec) and SmithKline Beecham Pharmaceuticals, where she helped to advance various oncology drugs through late stage development and FDA approvals. Early in her professional career, she spent 12 years conducting research in tumor immunology, including nine years at the Wistar Institute, an NCI Basic Cancer Center connected with the University of Pennsylvania. Dr. Cesano also holds membership in several professional and scientific societies including ASCO, ESMO, ASH, EHA, AACR and the Society of Immunotherapy of Cancer (“SITC”). In the latter, she has served as co-chair in the SITC Industry Committee and of the SITC Biomarker Working Group, and she currently serves as Associate Editor for the Biomarker section of the Journal for ImmunoTherapy of Cancer, co-chair of the Regulatory Committee, and as the elected At-Large Director of the SITC for the 2020-2023 term. Over her career, she has been an author on over 130 publications. Dr. Cesano received an M.D. summa cum laude, a Board Certification in Oncology and a Ph.D. in Tumor Immunology from the University of Turin. Dr. Cesano was selected as a director because of her extensive background in biotechnology research and development and her experience in the life sciences industry. Allison Dorval. Ms. Dorval has been a director since July 2021. Ms. Dorval has served as the Chief Financial Officer of AIRNA Corporation, a private biotechnology company, since September 2025. Previously, Ms. Dorval was the Chief Financial Officer for Verve Therapeutics, Inc. (“Verve”), a public biotechnology company, from November 2021 to July 2025. From November 2018 to November 2021, Ms. Dorval served as the Chief Financial Officer of Voyager Therapeutics, Inc. (“Voyager”), a public clinical stage gene therapy company, and as Voyager’s principal financial officer and principal accounting officer. Ms. Dorval joined Voyager as its Vice President of Finance from June 2017 to November 2018. Prior to joining Voyager, Ms. Dorval served as Vice President and Controller of Juniper Pharmaceuticals, Inc., a biopharmaceutical company, from August 2016 to June 2017, and as a consultant at Danforth Advisors, a life sciences consultancy focusing on accounting and financial matters, from September 2015 to August 2016. In connection with her role at Danforth, Ms. Dorval served as interim Chief Financial Officer of medical device companies 480 Biomedical, Inc. and Arsenal Medical, Inc. from December 2015 to August 2016. Prior to her time at Danforth, Ms. Dorval served in several roles at Insulet Corporation, a medical device company, from August 2008 to July 2015, including as Chief Financial Officer from November 2014 to May 2015 and as Vice President and Controller from August 2008 to November 2014. Earlier in her career, Ms. Dorval served in various financial and accounting capacities at iBasis, Inc., a telecommunications company; Digitas Inc., an advertising company; and PricewaterhouseCoopers LLP. She previously served on the board of directors of Aerovate Therapeutics Inc., a public biopharmaceutical company, from July 2021 through April 2025. Ms. Dorval received a B.S. in Business Administration, with a concentration in Accounting, from the University of Vermont and has completed a graduate-level certificate program in Taxation at Bentley University’s McCallum Graduate School of Business. Ms. Dorval is a Certified Public Accountant. Ms. Dorval was nominated to serve as a director because of her strong financial background and significant experience in the biopharmaceutical industry.
Director Biographical Information
Michael P. Miller. Mr. Miller has been a director since February 2018. Since January 2022, Mr. Miller has served on the board of directors for BioXcel, a public biotechnology company. Additionally, Mr. Miller has served on the board of directors of Rigel Pharmaceuticals, Inc., a public biotechnology company, since February 2026 where he previously served as a strategic advisor since 2022. Since 2022, Mr. Miller has also served as a strategic advisor to Celcuity, a public biotechnology company, Concarlo Therapeutics, a private biotechnology company, and Heathyr, a private diagnostic company. Mr. Miller served as the Executive Vice President U.S. Commercial of Jazz Pharmaceuticals plc, a public biopharmaceutical company from April 2014 until his retirement in September 2020. From April 2010 to January 2014, Mr. Miller was Senior Vice President and Chief Commercial Officer of Vivus, Inc., a public biopharmaceutical company. From 2006 to 2010, Mr. Miller served as Vice President, leading the HER Family Oncology Franchise, of Genentech, Inc., a biotechnology company and wholly owned subsidiary of Roche Holding Ltd. From 2003 to 2005, Mr. Miller served as the Senior Vice President, Chief Commercial Officer of Connetics Corporation, a specialty pharmaceutical company acquired by Stiefel Laboratories, Inc. (GSK). Previously, from 1997 to 2001, Mr. Miller served as Vice President of the Urology Business Unit of ALZA Corporation, a pharmaceutical company acquired by Johnson & Johnson. Prior to 1997, Mr. Miller served 13 years in various sales and marketing positions at Syntex Corporation, a pharmaceutical company acquired by Roche Holding Ltd. Mr. Miller received a B.S. in Business Administration and Finance from the University of San Francisco and an M.B.A. in Information and Computer Systems from San Francisco State University. Mr. Miller was nominated to serve as a director because of his significant commercialization experience and background in the life sciences industry. Jay M. Moyes. Mr. Moyes has been a director since April 2012. Mr. Moyes has been a member of the board of directors of SINTX Technologies (formerly Amedica Corporation), a public orthopedic implant company, since April 2025, where he previously served as Chief Financial Officer from October 2013 to August 2014 and as a member of the board of directors from November 2012 to August 2014. Mr. Moyes has also been a member of the board of directors of Biocardia, Inc., a public cardiovascular regenerative medicine company, since January 2011. Mr. Moyes served as the Chief Financial Officer of Sera Prognostics, Inc., a public commercial-stage biotechnology company focused on improving maternal and neonatal health through innovative biomarker approaches, from March 2020 to June 2023. Mr. Moyes previously served as a member of the board of directors of Achieve Life Sciences, Inc., a public specialty pharmaceutical company, from August 2017 to May 2023; Predictive Technology Group, Inc., a public molecular diagnostics and regenerative medicine company, from February 2019 to December 2019; Osiris Therapeutics, Inc., a public bio-surgery company, from May 2006 until December 2017. He served as Chief Financial Officer of Amedica from October 2013 to August 2014. From May 2008 through July 2009, Mr. Moyes served as Chief Financial Officer of XDx (now CareDx), Inc., a privately held molecular diagnostics company. Prior to that, Mr. Moyes served as Chief Financial Officer of Myriad Genetics, Inc., a public healthcare diagnostics company, from June 1996 until November 2007, and as its Vice President of Finance from July 1993 until June 1996. From 1991 to 1993, Mr. Moyes served as Vice President of Finance and Chief Financial Officer of Genmark, Inc., a privately held genetics company. Mr. Moyes held various positions with the accounting firm of KPMG LLP from 1979 through 1991, most recently as a Senior Manager. He holds an M.B.A. from the University of Utah, a B.A. in economics from Weber State University, and is formerly a Certified Public Accountant. Mr. Moyes also served as a member of the Board of Trustees of the Utah Life Science Association from 1999 through 2006. Mr. Moyes was nominated to serve as a director because his extensive background in finance and accounting and his experience in the life sciences industry enable him to make significant contributions to the Board. Adrian M. Senderowicz. Dr. Senderowicz has been a director since August 2015. Dr. Senderowicz has been Senior Advisor of Constellation Pharmaceuticals, Inc., a public clinical-stage biopharmaceutical company focusing on the development of novel tumor-targeted and immuno-oncology therapies, since June 2020 and served as its Senior Vice President and Chief Medical Officer from July 2017 until June 2020. Dr. Senderowicz served as Senior Vice President and Chief Medical Officer of Cerulean Pharma Inc., a public clinical-stage company developing nano-particle conjugates, from September 2015 until June 2017. Dr. Senderowicz served as the Chief Medical Officer and Senior Vice President, Clinical Development and Regulatory Affairs from August 2014 to February 2015, and Clinical and Regulatory Strategy Officer from February 2015 to March 2015 of Ignyta, Inc., a public precision oncology biotechnology company. Prior to joining Ignyta, Dr. Senderowicz was Vice President, Global Regulatory Oncology at Sanofi, a global pharmaceutical company based in France, a position he held from September 2013 to August 2014. Prior to Sanofi, Dr. Senderowicz was Chief Medical Officer and Vice President, Medical Development at Tokai Pharmaceuticals, Inc. from August 2012 to March 2013. From August 2008 to March 2012, Dr. Senderowicz held positions of increasing responsibility, including Senior Medical Director, Oncology Clinical Development at AstraZeneca, a global biopharmaceutical company. Before his tenure at AstraZeneca, Dr. Senderowicz spent almost four years in a variety of leadership positions at the U.S. Food and Drug Administration(“FDA”) Division of Oncology Drug Products in the Center for Drug Evaluation and Research. Prior to his work with the FDA, Dr. Senderowicz held a variety of clinical and research positions, including Coordinator of the Prostate Cancer Drug Development Clinic and Investigator and Chief, Molecular Therapeutics Unit, with the National Cancer Institute/National Institutes of Health. Dr. Senderowicz holds both an M.D. and an Instructor of Pharmacology degree from the School of Medicine at the Universidad de Buenos Aires in Argentina. Dr. Senderowicz was nominated to serve as a director because of his extensive clinical and regulatory background and his significant experience in the life sciences industry. Brian Stuglik. Mr. Stuglik has been a director since July 2020. Since January 2016, Mr. Stuglik has served as consultant and founder of Proventus Health Solutions, a consulting company for pharmaceutical and biotechnology companies, focusing on U.S. and international pharmaceutical development, product strategy, and commercialization. Mr. Stuglik has been a member of the board of directors of Verastem, Inc., a public biopharmaceutical company, since September 2017, where he served as Chief Executive Officer from July 2019 to July 2023. Mr. Stuglik also serves as a member of the board of directors of Oncopeptides AB, a public biotechnology company based in Sweden, since May 2018. Prior to founding Proventus Health Solutions, Mr. Stuglik served as Vice President and Chief Marketing Officer for the oncology division of Eli Lilly and Company, a global pharmaceutical company, from 2009 to December 2015. Mr. Stuglik received a B.S. in Pharmacy from Purdue University. Mr. Stuglik was nominated to serve as a director because of his significant experience and background in the life sciences industry and, in particular, product strategy and commercialization of pharmaceutical therapies.
Director Biographical Information
Troy E. Wilson. Dr. Wilson has been a director since October 2013. Dr. Wilson has been President and Chief Executive Officer and Chairman of the board of directors of Kura Oncology, Inc., a public clinical-stage biopharmaceutical company that discovers and develops personalized therapeutics for the treatment of solid tumors and blood cancers, since August 2014. Dr. Wilson also serves as a member of the board of directors of Avidity Biosciences, a public biotechnology company, since November 2012. He served as President and Chief Executive Officer of Avidity Biosciences, Inc., a public biopharmaceutical company, from November 2012 to February 2019 and as President and Chief Executive Officer of Wellspring Biosciences, Inc., a private biopharmaceutical company, and its parent company Araxes Pharma LLC, a private biopharmaceutical company, from July 2012 to March 2019. Dr. Wilson served as President and Chief Executive Officer and a member of the board of directors of Intellikine, Inc., a private biopharmaceutical company, from April 2007 to January 2012 and from August 2007 to January 2012, respectively. He holds a J.D. from New York University and graduated with a Ph.D. in bioorganic chemistry and a B.A. in biophysics from the University of California, Berkeley. Dr. Wilson was nominated to serve as a director because of his executive leadership experience, his background in finance and accounting and his extensive experience in the life sciences industry. Except as indicated herein with respect to Mr. Auerbach, no arrangements or understandings exist between any director or person nominated for election as a director and any other person pursuant to whom such person is to be selected as a director or nominee for election as a director.
Compensation of Directors
Compensation of Directors Our Board has approved a compensation program for our non-employee directors (the “Director Compensation Program”), which governed their compensation for 2025. The Director Compensation Program is intended to fairly compensate our directors for the time and effort necessary to serve on the Board. Periodically, the Compensation Committee engages Compensia to perform an assessment of the Director Compensation Program relative to its then peer group of companies. In early 2025, Compensia provided their assessment to Company management and the Board and no changes to our Director Compensation Program were made during 2025 following this review. In February 2026, following an assessment completed by Compensia, and a review by our Compensation Committee, the Director Compensation Program was amended to increase the annual cash retainer for the chair of the Nominating and Corporate Governance Committee to $12,500 and for the committee members of the Nominating and Corporate Governance Committee to $6,250, in each case, effective April 1, 2026.
Director Compensation Program
Director Compensation Program Under the Director Compensation Program, each non-employee director receives an annual cash retainer for service on the Board, and for service on each committee of which the non-employee director is a member, paid in four equal installments at the beginning of each calendar quarter. All cash fees are payable on a pro-rated basis for non-employee directors who are initially elected or appointed in the middle of a calendar quarter. The fees paid to non-employee directors for service on the Board under the Director Compensation Program as in effect during 2025 are as follows:
Director Compensation Program
| Cash Compensation | | | Board Annual Retainer | $50,000 | | Committee Chair Annual Retainer | | | Audit | $20,000 | | Compensation | $15,000 | | Nominating and Corporate Governance | $10,000 | | Research and Development | $15,000 | | Committee Member (Non-Chair) Annual Retainer | | | Audit | $10,000 | | Compensation | $7,500 | | Nominating and Corporate Governance | $5,000 | | Research and Development | $7,500 |
Director Compensation Program
In addition, under the Director Compensation Program, each of our non-employee directors receives an annual RSU award with a value of up to $300,000 (determined using the trailing 30-calendar day average stock price through and including the grant date) (the “Annual RSU Award”), up to a maximum of 27,000 shares. The 27,000 share limit has resulted in less than $300,000 of equity award value being granted for the past four years. The Annual RSU Award is granted automatically on the date of the annual stockholders’ meeting and vests in full on the earlier of the one-year anniversary of the grant date and the date of the annual meeting following the date of grant, subject to the non-employee director’s continued service through the applicable vesting date. Upon initial appointment or election to the Board, under the Director Compensation Program, each new non-employee director receives a stock option to purchase a number of shares of common stock under the 2011 Plan with a value of up to $700,000 (determined using a Black-Scholes option value based on a trailing 30-calendar day average stock price), up to a maximum of 100,000 shares. The stock options which vest and become exercisable with respect to one-third of the shares on the first anniversary of the grant date, and with respect to an additional 1/36th of the shares on each monthly anniversary thereafter, subject to the non-employee director’s continued service through the applicable vesting date (the “Initial Option Award”). Each Initial Option Award has an exercise price per share of common stock equal to the fair market value on the date of grant. Pursuant to the terms of our 2011 Plan, any compensation payable to our non-employee directors is limited such that the maximum aggregate value of cash compensation and equity-based awards granted to any non-employee director during any calendar year is $1,000,000. The following table sets forth information regarding the compensation earned by our non-employee directors for the year ended December 31, 2025. Mr. Auerbach, who served as our President and Chief Executive Officer during the year ended December 31, 2025, and continues to serve in that capacity, does not receive additional compensation for his service as a director, and therefore is not included in the Director Compensation table below. All compensation paid to Mr. Auerbach is reported in the Summary Compensation Table included under “Executive Compensation.”
Director Compensation Table
Director Compensation Table
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Alessandra Cesano M.D., Ph.D. | 57,500 | 95,580 | 153,080 | | Allison Dorval | 60,000 | 95,580 | 155,580 | | Michael P. Miller | 62,500 | 95,580 | 158,080 | | Jay M. Moyes | 77,500 | 95,580 | 173,080 | | Adrian M. Senderowicz, M.D. | 70,000 | 95,580 | 165,580 | | Brian Stuglik, R.Ph. | 72,500 | 95,580 | 168,080 | | Troy E. Wilson, Ph.D., J.D. | 77,500 | 95,580 | 173,080 |
Director Compensation Table
| (1) Represents the grant date fair value of 27,000 RSUs granted on June 11, 2025 determined in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”). For a discussion of valuation assumptions for RSU awards, see Note 10 to our 2025 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 and filed on February 26, 2026. The closing stock price on the June 11, 2025 date of grant was $3.54. The RSUs granted in 2025 had a value that was less than the annual $300,000 grant value as a result of the 27,000 shares cap on the number of shares that could be subject to the award. As of December 31, 2025, each of our non-employee directors held 27,000 unvested RSUs. As of December 31, 2025, our non-employee directors held the following outstanding vested and unvested stock options: Dr. Cesano – 100,000; Ms. Dorval – 108,721; Mr. Miller – 17,626; Mr. Moyes – 17,604; Dr. Senderowicz – 27,604; Dr. Stuglik – 93,953; Dr. Wilson – 17,604. |
2025 Executive Compensation Highlights
| • | Achievement of 2025 Corporate Performance Goals – Above Target Payout for Annual Short-Term Incentive Compensation Program . The portion of our 2025 annual short-term incentive compensation program for our Named Executive Officers, which was based on pre-established corporate performance goals approved by our Compensation Committee related to total bottles of NERLYNX sold, royalty revenue, cash management, alisertib 4201 enrollment and alisertib 1201 enrollment, which resulted in an overall 169.7% weighted attainment of the corporate performance portion of each Named Executive Officer’s target annual short-term incentive compensation award opportunity (the “target bonus opportunity”). The financial goals were based on the Board-approved budget for 2025, which reflected amongst many factors, US demand expectations at the beginning of the year and was inclusive of the required quarterly principal payments on our debt that commenced in 2024. In 2025, we grew U.S. demand for the first time in over six years, increased investments in our clinical programs while growing our net income from operations compared to 2024. Also, our debt balance was reduced by $44.5 million. On the clinical side, our trials enrolled patients faster than forecasted as a result of optimized clinical execution. Mr. Auerbach’s bonus opportunity was based 100% on our corporate performance and, therefore his 2025 annual short-term incentive compensation award was equal to 169.7% of his target bonus opportunity. For our other Named Executive Officers, after taking into account the Compensation Committee’s assessment of each executive’s individual performance and the performance of the operations for which the executive was responsible, which represent 50% of target bonus opportunity, the 2025 annual short-term incentive compensation awards for Messrs. Nougues and Hunt were 142.85% and 147.35%, respectively, of each executive’s target bonus opportunity, based on individual performance assessed at 116% and 125%, respectively. Target bonus opportunities as a percentage of base salary are 65% for our Chief Executive Officer and 40% for our other Named Executive Officers, reflecting approximate market median percentages among our peer group. |
2025 Executive Compensation Highlights
| • | Reduced 2025 Equity Award Values Based on 2024 Company Performance and Competitive Market Analysis. The equity awards granted to our Named Executive Officers, other than Mr. Ludwig, for 2025 were significantly lower than the 2024 award grant values. Mr. Ludwig’s 2025 equity award value was higher than in 2024 due to his performance in 2025. The Compensation Committee’s general approach in determining annual equity grant value is based on the market median equity award value granted by our peer group for the similar position modified by our actual performance measured against the corporate performance goals for our prior year's annual short-term incentive compensation program. In addition, the impact on value vested per year as a result of our shorter six-month vesting periods over two years, which results in greater than median equity award value granted, is taken into consideration. Thus, in 2025 the primary factors that impacted the value of long-term equity-based incentive awards granted was our 159.7% performance against corporate goals for 2024 under our annual short-term incentive compensation program and the 50th percentile of the long-term equity values of our 2025 peer group, which decreased from the long-term equity values of our 2024 peer group, and the number of shares subject to awards granted in 2024 as well as the available shares under our 2011 Plan. |
Chief Executive Officer Realized Compensation
| (1) For purposes of this graph, total direct compensation realized includes Mr. Auerbach’s base salary and benefits and other perquisites, short-term incentive compensation for the applicable year, the value of any RSUs that vested, and any stock options exercised in the applicable year. |
Sound Governance and Compensation Practices
| | What We Do | | What We Do Not Do | | ✓ | Multi-Year Vesting. The equity awards granted to our executive officers generally vest over multi-year periods, which we believe is consistent with current market practice, our retention objectives and our pay for performance philosophy. | ✕ | No “Single-Trigger” Arrangements. We offer no “single-trigger” cash severance, equity acceleration or other arrangements in connection with a change in control; instead, payments and benefits require a qualifying termination of employment in connection with the change in control. | | ✓ | Stock Ownership Guidelines. We maintain stock ownership guidelines for our executive officers. | ✕ | No Repricing without Stockholder Approval. Our equity plan prohibits repricing of out-of-the-money stock options to a lower exercise price without approval of our stockholders. | | ✓ | Clawback Policy. We maintain a clawback policy to recoup erroneously paid cash and equity compensation from our executive officers in the event of a financial restatement. | ✕ | Hedging and Pledging Prohibited. We prohibit our executive officers and the non-employee members of our Board from hedging or pledging our securities. | | ✓ | Long-Term Incentive Awards. The majority of our executive officers' compensation is granted in the form of long-term equity awards, which we believe aligns their interests with those of our stockholders. | | | | ✓ | Limited Perquisites. We provide only limited perquisites or other personal benefits to our executive officers, such as Company-paid long-term disability insurance and annual physicals. | | | | ✓ | Independent Compensation Committee. The Compensation Committee is comprised solely of independent directors. | | | | ✓ | Independent Compensation Advisor. The Compensation Committee engages an independent compensation consultant to provide independent analysis, advice and guidance on executive compensation. | | |
Compensation-Setting Process
| • | Base salary: fixed compensation for ongoing services throughout the year. | | • | Annual short-term incentive compensation awards: variable to recognize and reward achievement of short-term corporate and individual performance goals. | | • | Long-term equity incentive awards: variable compensation to provide an incentive to our Named Executive Officers to successfully drive our long-term performance and to manage us from the perspective of an owner with an equity stake in the business. | | • | The market data used for Compensia’s competitive market analysis is drawn from publicly available sources for the companies in our compensation peer group (updated as described below) and also from the Radford Global Life Science Survey. |
Compensation-Setting Process
To aid the Compensation Committee in making its determination, our Chief Executive Officer provides recommendations annually to the Compensation Committee regarding the target total direct compensation opportunity and each individual compensation element for our executive officers (other than himself) based on his assessment of the overall corporate achievements during the prior year and his knowledge of the individual contributions to our success by each of the Named Executive Officers. The overall performance of our Named Executive Officers as a team is reviewed annually by the Compensation Committee. The Compensation Committee sets the annual base salary and annual short-term incentive compensation opportunities structures and any grants of stock options or RSUs based on its members’ collective understanding of compensation practices in the biotechnology and pharmaceutical industry and such members’ experiences as seasoned executives, consultants, board and compensation committee members, or investors in similar biotechnology and specialty pharmaceutical industry companies. The Compensation Committee reviewed and updated our compensation peer group, following an analysis of our peer group prepared by Compensia, for use as a reference when setting our 2025 executive compensation levels. The market data used for Compensia’s comparative analysis was drawn from publicly available sources and also from the Radford Global Life Science Survey. The 2025 peer group was developed with primary consideration given to companies with similar market capitalization to the 2024 peer group, and companies more similar to ours with respect to development phase, revenue, market capitalization and employee headcount. Based on the peer analysis performed by Compensia in November 2024 for the purpose of selecting our 2025 peer group, 6 companies were added to the 2025 peer group (as noted below) and the following 7 companies were removed: Alimera Sciences, Inc.; BioXcel Therapeutics, Inc.; Eagle Pharmaceuticals; Y-mAbs Therapeutics; Eiger BioPharmaceuticals, Inc.; G1 Therapeutics, Inc.; and Intercept Pharmaceuticals. In general, the removed peer companies no longer fit the selection criteria. In developing a proposed compensation peer group, Compensia considered the following criteria:
Compensation-Setting Process
We believe these characteristics are relevant because their similarity captures the similarity in the labor market for executives. In November 2024, the Compensation Committee reviewed and revised the composition of our peer group, employing an assessment of our peer group prepared by, and after consideration of the advice of, Compensia, for use as a reference when setting our 2025 executive compensation levels, resulting in the following 18 peer group companies (the “2025 peer group”):
Compensation-Setting Process
| (1) Peer company was added in 2025. |
Compensation-Setting Process
In November 2025, the Compensation Committee reviewed and revised the composition of our peer group, employing an assessment of our peer group prepared by, and after consideration of the advice of, Compensia, for use as a reference when setting our 2026 executive compensation levels, resulting in the following 16 peer group companies (the “2026 peer group”):
Compensation-Setting Process
The market data used for Compensia’s comparative analysis was drawn from publicly available sources and also from the Radford Global Life Science Survey. The 2026 peer group was developed with primary consideration given to companies with similar market capitalization to the 2025 peer group, and companies more similar to ours with respect to development phase, revenue, market capitalization and employee headcount. Based on the peer analysis performed by Compensia in November 2025 for the purpose of selecting our 2026 peer group, no company was added to the 2026 peer group and the following 2 companies were removed: OptiNose, Inc. and Xeris Biopharma Holdings. In general, the removed peer companies no longer fit the selection criteria, while the additions reflect companies with financial and industry characteristics more similar to our company. In assessing our peer group, Compensia prepared for the Compensation Committee a peer group using the following criteria:
Compensation-Setting Process
| • | Biotechnology companies with a therapeutic focus and that are in a pipeline stage; | | • | Peer companies with revenues ranging from $17 to $430 million (with Puma revenues at $238 million or the 77th percentile), market capitalization ranging from $57 million to $822 million (with Puma market capitalization at $244 million or the 47th percentile); and | | • | Peer companies headquartered in the United States and other similar characteristics such as revenue, market cap, one-year and three-year total shareholder return and employee headcount. |
Elements of Executive Compensation
The actual base salaries paid to our Named Executive Officers during 2025 are set forth in the “Summary Compensation Table” below. Short-term Incentive Compensation Our annual short-term incentive compensation program is intended to provide cash incentives to drive company-wide performance. Each of our Named Executive Officers receives a target bonus opportunity (expressed as a percentage of annual base salary). For 2025, as in prior years, Messrs. Auerbach, Nougues, Ludwig and Hunt were eligible to earn an annual short-term incentive compensation award targeted at 65%, 40%, 40%, and 40%, respectively, of their annual base salary in effect at the end of 2025. Mr. Ludwig's employment was terminated in May 2025 and he did not earn his annual short-term incentive compensation in 2025. The Company’s 2025 annual short-term incentive compensation program was based in part on the achievement of pre-established corporate financial and clinical performance goals, which represented 100% of the target bonus opportunity for Mr. Auerbach, while such pre-established corporate financial and clinical performance goals represented 50% of the target bonus opportunity and individual performance represented the remaining 50% of the target bonus opportunity for the other Named Executive Officers. For 2025, the financial goal of revenues (40% weighting) under the 2024 incentive plan was replaced by bottles of NERLYNX sold (35% weighting) and royalty revenues (5% weighting) to put focus on two separate metrics that drive the company's financial performance, and this includes product revenues, net, primarily driven by domestic NERLYNX bottle sales and our international product sales which drive our royalty revenues. Our performance resulted in an overall 169.7% weighted attainment of the corporate performance portion of each Named Executive Officer’s target annual short-term incentive compensation award opportunity (the “Corporate Performance Portion”). The relative weightings with respect to each goal, actual achievement as a percentage of target performance and the weighted performance against the goals under the Corporate Performance Portion are set forth in the table below. Straight-line interpolation was used to calculate payouts associated with actual results falling between threshold and target goals (0-100%), and target and maximum goals (100-200%).
Elements of Executive Compensation
| FINANCIAL PERFORMANCE METRIC | TARGET 100% PAYOUT | WEIGHTING | ATTAINMENT FACTOR | WEIGHTED PERFORMANCE EARNED | | Bottles of NERLYNX Sold (180 unit equiv) | 10,290 | 35% | 187.8% | 65.7% | | Royalty Revenue | $23.8 million | 5% | 119.8% | 6% | | Cash Management. | $(17.9) million | 30% | 146.8% | 44% | | CLINICAL PERFORMANCE METRIC | | | | | | Alisertib study 4201 enrollment during 2025. | 60 enrollments | 15% | 160% | 24% | | Alisertib study 1201 enrollment during 2025. | 65 enrollments | 15% | 200% | 30% | | APPROVED 2025 PERFORMANCE LEVEL | | 100% | | 169.70% |
Elements of Executive Compensation
The Company set threshold, target, and maximum corporate performance bonus goals for 2025 for our executive officers based on forecasted operational results and established budgets for the 2025 calendar year. The financial goals were based on the Board-approved budget for 2025, which reflected among many factors, US demand expectations at the beginning of the year and were inclusive of the required quarterly principal payments on our debt that commenced in 2025. Our clinical trials enrollment goals were set using the industry standard expectations. The cash management performance metric was measured as the improvement (or decline) from December 31st of the prior fiscal year to December 31st of the then current fiscal year in total cash and cash equivalents, plus marketable securities, less adjustments for (i) significant one-time cash outflows related to lawsuit settlements or asset acquisitions and (ii) capital raises. The Compensation Committee approved an adjustment of $6.8 million to reduce the cash performance attained in 2025 to account for a delayed invoice from a vendor as to not benefit from an administrative delay. There were no other adjustments to the cash management performance metric. For our Named Executive Officers, other than Mr. Auerbach, target bonus opportunities also contained a discretionary element based on the Compensation Committee’s assessment of the executive’s individual performance (the “Individual Performance Portion”), weighted 50% and the Corporate Performance Portion weighted 50%. In assessing these Named Executive Officers’ individual performance for 2025, the Compensation Committee considered their efforts with respect to the commercial performance of NERLYNX both within and outside of the United States, as well as clinical, financial, and working capital achievements. Among those achievements were:
Elements of Executive Compensation
Also considered was the decline in net revenue. Based on our Compensation Committee’s consideration of each Named Executive Officer’s individual performance for 2025, supplemented by input from our Chief Executive Officer, Messrs. Nougues and Hunt received 116 % and 125%, respectively, of the discretionary portion of their 2025 target bonus opportunity, given the contributions each person made in the achievement of the Company’s overall results described above. Each Named Executive Officer’s blended performance for 2025 was as follows: Messrs. Nougues and Hunt received 142.85% and 147.35%, respectively, of their applicable target bonus opportunity. The following table sets forth the annual short-term incentive compensation awards received by each Named Executive Officer for 2025.
Elements of Executive Compensation
| Name | 2025 Award ($) | Actual Award Paid (% of Target Bonus Opportunity) ($) | | Alan H. Auerbach | 1,027,307 | 169.70% | | Maximo F. Nougues | 321,676 | 142.85% | | Douglas Hunt, B.Sc. (Hons) | 288,252 | 147.35% |
Elements of Executive Compensation
Long-Term Equity Awards The goal of our long-term incentive compensation program is to align the interests of our Named Executive Officers with the interests of our stockholders. Because the equity awards are granted subject to vesting based on continued service, our equity awards also encourage the retention of our Named Executive Officers during the award vesting period. In determining the size of the equity awards to be granted to our Named Executive Officers, the Compensation Committee considers several factors, including our corporate performance, compensation peer group practices, a competitive market analysis prepared by Compensia, relative job scope, the value of their existing stockholdings in the Company and their outstanding equity awards and their retentive hold, the recommendations of the Chief Executive Officer (except with respect to his own equity award) and individual performance history. To reward and retain our Named Executive Officers in a manner that aligns their interests with stockholders’ interests, we have used stock options as one of the primary incentive vehicles for our long-term incentive compensation opportunities. Because an optionee realizes value from stock options only if our stock price increases relative to the stock option’s exercise price, we believe stock options provide meaningful incentives to achieve increases in the value of our common stock over time. Additionally, we also grant our Named Executive Officers RSUs, as they serve as an important retention tool. The Compensation Committee, when determining the 2025 aggregate dollar-denominated values of equity awards for our Named Executive Officers, aligned the target aggregate dollar-denominated values of the awards with the 50th percentile of the long-term incentive compensation values reported by the companies in our 2025 compensation peer group, adjusted to reflect our achievement of the following 2024 corporate performance goals under our 2024 annual short-term incentive compensation program, which the Compensation Committee determined had been attained at 159.7%. In addition, the impact on equity award valuation as a result of our shorter six-month vesting periods over two years is taken into consideration, which results in greater than median equity award value granted. In approving the 2025 equity award values, the Compensation Committee reviewed and considered the competitive market analysis of the equity award values reported by the companies in our 2025 compensation peer group that reflected a decrease in equity award values at the 50th percentile, as well as the recommendations of our Chief Executive Officer for an adjustment in grant value for the other Named Executive Officers, individual performance by each of the Named Executive Officers, and the number of shares granted in the prior year and the number of shares available for grant under our 2011 Plan. A decrease in stock price at the time of the 2025 grants and limited shares in our stock pool contributed to a significantly lesser award grant value of Mr. Auerbach’s 2025 equity award than his 2024 equity award grant value. Additionally, consistent with prior years, due to stock price volatility, the Compensation Committee determined the number of stock options and RSUs to be granted to our Named Executive Officers in February 2025 based on our 30-calendar day average closing stock price prior to the date of grant of $3.12. The grant date closing price on February 7, 2025 was $2.78, which was lower than our 30-calendar day average closing stock price, resulting in a lower reported grant date fair value of the awards in the Summary Compensation Table than the dollar-denominated values determined by the Compensation Committee. The 2025 equity awards were granted in the form of stock options and RSUs, with each representing approximately 50% of the aggregate value of the award. The following table sets forth the 2025 equity award values as approved by our Compensation Committee.
Elements of Executive Compensation
| (1) Amounts reflect the aggregate dollar-denominated values of the approved 2024 annual equity awards as approved by the Compensation Committee based on our 30-calendar day average closing stock price prior to the date of grant of $5.08. The aggregate grant date fair values, computed in accordance with ASC 718, are $2,110,902, $550,825, $344,265 and $481,971 for Messrs. Auerbach, Nougues and Ludwig and Hunt, respectively, which are higher than the aggregate dollar-denominated values due to the increase in our stock price on the day of grant (February 12, 2024) of $6.36 per share. | | (2) Amounts reflect the aggregate dollar-denominated values of the approved 2025 annual equity awards as approved by the Compensation Committee based on our 30-calendar day average closing stock price prior to the date of grant of $3.12. The aggregate grant date fair values, computed in accordance with ASC 718, are $1,087,062, $336,729, $262,129 and $263,643 for Messrs. Auerbach, Nougues, Ludwig and Hunt, which are higher than the aggregate dollar-denominated values due to the decrease in our stock price on the day of grant (February 7, 2025) of $2.78 per share. |
Elements of Executive Compensation
The equity awards granted in February 2025 vest over a two-year period, in six month increments, as follows (subject to continued service, or for Mr. Auerbach, continued employment, through the applicable vesting date): one-fourth (1/4th) of the RSUs on each of July 1, 2025, January 1, 2026, July 1, 2026 and January 1, 2027. The Compensation Committee believes that the shorter vesting period in six-month increments over two years, instead of annual increments over three years that were in place prior to February 2024, continues to appropriately encourage continued service or employment, as applicable, with the Company while allowing our Named Executive Officers to realize compensation consistent with the value they have created for our stockholders. During 2025, the Compensation Committee granted the following annual stock options to our Named Executive Officers, representing approximately 50% of the aggregate equity award value:
Elements of Executive Compensation
| Name | 2025 Stock Options (# of Shares) | | Alan H. Auerbach | 274,622 | | Maximo F. Nougues | 85,067 | | Jeff J. Ludwig | 66,221 | | Douglas Hunt, B.Sc. (Hons) | 66,604 |
Elements of Executive Compensation
| Name | 2025 RSUs (# of Units) | | Alan H. Auerbach | 198,399 | | Maximo F. Nougues | 61,456 | | Jeff J. Ludwig | 47,841 | | Douglas Hunt, B.Sc. (Hons) | 48,117 |
Elements of Executive Compensation
Severance and Change in Control Arrangements Mr. Auerbach’s employment agreement and Messrs. Nougues’ and Ludwig’s employment letters provide that they are eligible to receive severance payments and benefits upon a qualifying involuntary termination of employment, including in connection with a change in control of our Company (as opposed to solely upon a “single-trigger” change in control). On May 8, 2025, Mr. Ludwig was terminated from the Company without cause and received the severance payments and benefits pursuant to his employment letter. We believe that these protections serve to encourage continued attention and dedication to duties without distraction arising from the possibility of a change in control and provide the business with a smooth transition in the event of such a termination of employment in connection with a transaction. These post-employment compensation arrangements are designed to retain certain of our Named Executive Officers in these key positions as we compete for talented executives in the marketplace where such protections are commonly offered. For a detailed description of the post-employment compensation arrangements contained in Mr. Auerbach’s employment agreement and Mr. Nougues’ employment letter, as well as the severance benefits and payments paid to Mr. Ludwig in connection with his termination of employment without cause, see “Potential Payments Upon Termination or Change in Control” below. Health and Welfare Benefits and Perquisites We provide our executive officers, including our Named Executive Officers, with long-term disability and long-term care insurance, and we reimburse them for physical examinations. All of our full-time employees in the United States, including our Named Executive Officers, are eligible to participate in our 401(k) plan. Pursuant to our 401(k) plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit, which was $23,500 in 2025, or $31,000 for employees age 50 and older, and to have the amount of this reduction contributed to our 401(k) plan. In addition, all of our full-time employees, including our Named Executive Officers, are eligible to participate in our health and welfare plans.
Clawback Policy
Clawback Policy We maintain a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023 in the event the Company is required to prepare a financial restatement, as defined, as required by the SEC rules and NASDAQ listing standards implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of incentive compensation).
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation earned by our Named Executive Officers for the years ended December 31, 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Alan H. Auerbach | 2025 | 931,333 | — | 551,549 | 535,513 | 1,027,307 | 16,635 | 3,062,337 | | President and Chief Executive Officer | 2024 | 904,207 | — | 1,055,548 | 1,055,354 | 938,612 | 16,210 | 3,969,931 | | | 2023 | 877,871 | — | 818,309 | 821,842 | 407,991 | 18,735 | 2,944,748 | | Maximo F. Nougues | 2025 | 562,961 | 130,607 | 170,848 | 165,881 | 191,069 | 19,849 | 1,241,215 | | Chief Financial Officer | 2024 | 538,719 | 123,905 | 275,433 | 275,392 | 172,067 | 19,462 | 1,404,978 | | | 2023 | 515,521 | 108,259 | 257,258 | 258,366 | 73,720 | 18,702 | 1,231,826 | | Jeff J. Ludwig (6) | 2025 | 264,880 | — | 132,998 | 129,131 | — | 949,159 | 1,476,167 | | Chief Commercial Officer | 2024 | 608,499 | 60,850 | 172,146 | 172,119 | 194,355 | 20,320 | 1,228,288 | | | 2023 | 596,568 | 77,554 | 294,007 | 295,277 | 85,309 | 33,134 | 1,381,848 | | Douglas Hunt, B.Sc. (Hons) | 2025 | 489,060 | 122,265 | 133,765 | 129,878 | 165,987 | 20,445 | 1,061,400 | | Chief Regulatory Affairs, Medical Affairs, | 2024 | 461,892 | 106,235 | 241,006 | 240,965 | 147,528 | 19,875 | 1,217,501 | | and Pharmacovigilance Officer | 2023 | 428,026 | 89,885 | 211,317 | 212,231 | 61,208 | 18,886 | 1,021,553 |
Summary Compensation Table
| (1) Reflects the discretionary portion of the annual short-term incentive compensation paid to the Named Executive Officers based on individual achievement during the applicable fiscal year. | | (2) Represents the grant date fair values of RSUs granted during the applicable year determined in accordance with ASC 718, excluding the effect of estimated forfeitures. The closing stock price of our common stock on the February 7, 2025 date of grant was $2.78. For a discussion of valuation assumptions for the stock awards granted to the Named Executive Officers, see Note 10 to our 2025 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. There can be no assurance that this value will be realized upon any vesting, or that the awards will vest (if an award does not vest, no value will be realized by the individual). | | (3) Represents the grant date fair values of stock options granted during the applicable year determined in accordance with ASC 718, excluding the effect of estimated forfeitures. The closing stock price of our common stock on the February 7, 2025 date of grant was $2.78. For a discussion of valuation assumptions for the stock option grants, see Note 10 to our 2025 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. There can be no assurance that awards will vest or will be exercised (if they are not exercised, no value will be realized by the individual), or that the value upon exercise will approximate the aggregate grant date fair value determined under ASC 718. | | (4) Reflects a portion of the annual short-term incentive compensation award payments for the applicable year earned under the Corporate Performance Portion of our annual short-term incentive compensation program. | | (5) For Messrs. Auerbach, Nougues, Ludwig and Hunt, represents long-term disability and long-term care insurance premiums paid by us in the amounts of $1,735, $1,697, $1075, and $2,245, respectively, for 2025. For Messrs. Auerbach, Nougues, Ludwig, and Hunt, represents matching contributions to our 401(k) plan made by us in 2025 the amount of $14,000 for each of the Named Executive Officers. For Messrs. Auerbach, Nougues, and Hunt, represents allowances for work-from-home expenses paid by us in the amount of $900 each, for 2025, and $300 paid by us to Mr. Ludwig. For Messrs. Nougues and Hunt, represents annual physicals paid by us in the amounts of $3,252 and $3,300, respectively, for 2025. For Mr. Ludwig, includes a severance payment of $868,937 plus continued healthcare coverage at our cost of $64,847 in connection with his termination of employment without cause pursuant to the terms of his employment letter. | | (6) Mr. Ludwig’s employment terminated May 8, 2025. All equity awards granted in 2025 were forfeited in connection with his termination. See footnote 5 for severance payments and benefits made in connection with his termination. |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table sets forth information regarding grants of plan-based awards made to our Named Executive Officers during the year ended December 31, 2025.
Grants of Plan-Based Awards in 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Stock Awards: Number of | Option Awards: Number of Shares | Exercise or Base Price of Option | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Shares or Units (#) (2) | Underlying Options (#) (3) | Awards Per Share ($) | and Option Awards ($)(4) | | Alan H. Auerbach | 2/7/2025 | — | — | — | — | 274,622 | 2.78 | 535,513 | | | 2/7/2025 | — | — | — | 198,399 | — | — | 551,549 | | | | (1) | 605,366 | 1,210,733 | — | — | — | — | | Maximo F. Nougues | 2/7/2025 | — | — | — | — | 85,067 | 2.78 | 165,881 | | | 2/7/2025 | — | — | — | 61,456 | — | — | 170,848 | | | | (1) | 112,592 | 225,184 | — | — | — | — | | Jeff J. Ludwig | 2/7/2025 | — | — | — | — | 66,221 | 2.78 | 129,131 | | | 2/7/2025 | — | — | — | 47,841 | — | — | 132,998 | | | | (1) | 124,134 | 248,268 | — | — | — | — | | Douglas Hunt, B.Sc. (Hons) | 2/7/2025 | — | — | — | — | 66,604 | 2.78 | 129,878 | | | 2/7/2025 | — | — | — | 48,117 | — | — | 133,765 | | | | (1) | 97,812 | 195,624 | — | — | — | — |
Grants of Plan-Based Awards in 2025
| (1) The amounts in these columns represent the range of potential payouts under the Corporate Performance Portion of our 2025 annual short-term incentive compensation program based on achievement of pre-established performance goals. For Mr. Auerbach, 100% of his entire target bonus opportunity was based on the Corporate Performance Portion of our annual short-term incentive compensation program. For our other Named Executive Officers, 50% of each Named Executive Officer’s entire target bonus opportunity was based on the Corporate Performance Portion of our annual short-term incentive compensation program, and 50% was based on the Compensation Committee discretion based on individual performance and thus is not reflected in this table. Achievement at or below threshold of financial goals results in no payout, and achievement below at threshold for non-financial goals results in 50% payout, achievement at target results in 100% payout and at maximum results in 200% payout, with straight line interpolation between goals. | | (2) Amounts reflect the number of RSUs granted in 2025 with 25% of the RSUs covered by the award vesting on each of July 1, 2025, January 1, 2026, July 1, 2026 and January 1, 2027, subject to continued service, or for Mr. Auerbach, continued employment, through the applicable vesting date. | | (3) Amounts reflect the number of stock options granted in 2025 with 25% of the shares underlying the option vesting on each of July 1, 2025, January 1, 2026, July 1, 2026 and January 1, 2027, subject to continued service, or for Mr. Auerbach, continued employment, through the applicable vesting date. | | (4) Represents the grant date fair values of equity awards granted during 2025 determined in accordance with ASC 718. The closing stock price of our common stock on the February 7, 2025 date of grant was $2.78. For a discussion of valuation assumptions for the equity awards, see Note 10 to our 2025 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth summary information regarding the outstanding equity awards held by our Named Executive Officers at December 31, 2025. Due to his employment termination on May 8, 2025, Mr. Ludwig did not hold any outstanding equity awards at December 31, 2025. Except as indicated below, stock awards and options were granted pursuant to our 2011 Plan.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Unvested Shares or Units of Stock that Have Not Vested(1) ($) | | Alan H. Auerbach | 2,116,250(2) | — | 16.00 | 10/4/2026 | — | — | | | 66,667 | — | 35.61 | 5/22/2026 | — | — | | | 70,000 | — | 37.35 | 2/16/2027 | — | — | | | 56,940 | — | 60.85 | 2/11/2028 | — | — | | | 62,634 | — | 27.76 | 2/6/2029 | — | — | | | 161,649 | — | 12.34 | 2/11/2030 | — | — | | | 210,944 | — | 12.02 | 2/17/2031 | — | — | | | 241,176 | — | 2.33 | 3/3/2032 | — | — | | | 258,924 | — | 4.39 | 2/10/2033 | — | — | | | 166,929 | 55,644(3) | 6.36 | 2/12/2034 | 40,199(4) | 239,184 | | | 6,785 | 2,262(5) | 5.00 | 3/15/2034 | 1,645(6) | 9,788 | | | 68,655 | 205,967(7) | 2.78 | 2/7/2035 | 148,800(8) | 885,360 | | Maximo F. Nougues | 90,000 | — | 23.37 | 11/11/2028 | — | — | | | 15,567 | — | 12.34 | 2/11/2030 | — | — | | | 78,209 | — | 12.02 | 2/17/2031 | — | — | | | 88,824 | — | 2.33 | 3/3/2032 | — | — | | | 81,399 | — | 4.39 | 2/10/2033 | — | — | | | 44,959 | 14,987(3) | 6.36 | 2/12/2034 | 10,827(4) | 64,421 | | | 21,266 | 63,801(7) | 2.78 | 2/7/2035 | 46,092(8) | 274,247 | | Douglas Hunt, B.Sc. (Hons) | 90,000 | — | 90.85 | 1/16/2028 | — | — | | | 15,400 | — | 27.76 | 2/6/2029 | — | — | | | 54,842 | — | 12.34 | 2/11/2030 | — | — | | | 27,793 | — | 12.02 | 2/17/2031 | — | — | | | 32,353 | — | 2.33 | 3/3/2032 | — | — | | | 66,864 | — | 4.39 | 2/10/2033 | — | — | | | 39,339 | 13,113(3) | 6.36 | 2/12/2034 | 9,474(4) | 56,370 | | | 16,651 | 49,953(7) | 2.78 | 2/7/2035 | 36,088(8) | 214,724 |
Outstanding Equity Awards at Fiscal Year End
| (1) Market value is determined based on the closing price of our common stock on December 31, 2025 (the last trading day of the calendar year) of $5.95 per share. | | (2) Reflects the Auerbach Warrant. See Proposal 3 regarding stockholder approval of the proposed Auerbach Warrant Amendment that will extend the term of the Auerbach Warrant until October 4, 2028. | | (3) One-fourth of the granted option vested on July 1, 2024, January 1, 2025, and July 1, 2025, with this last unvested increment vesting on January 1, 2026, subject to continued service, or for Mr. Auerbach, continued employment, through the applicable vesting date. In addition, for Messrs. Auerbach and Nougues, this option may accelerate and vest under certain circumstances described more fully under “Potential Payments Upon a Termination or Change in Control” below. | | (4) One-fourth of the granted RSU award vested on July 1, 2024, January 1, 2025, and July 1, 2025, with this last unvested increment vesting on January 1, 2026, subject to continued service, or for Mr. Auerbach, continued employment, through the applicable vesting date. In addition, for Messrs. Auerbach and Nougues the RSUs may accelerate and vest under certain circumstances described more fully under “Potential Payments Upon a Termination or Change in Control” below. | | (5) One-fourth of the granted option vested on July 1, 2024, January 1, 2025, and July 1, 2025, with this last unvested increment vesting on January 1, 2026, subject to continued employment, through the applicable vesting date. In addition, this option may accelerate and vest under certain circumstances described more fully under “Potential Payments Upon a Termination or Change in Control” below. | | (6) One-fourth of the granted RSU award vested on July 1, 2024, January 1, 2025 and July 1, 2025 with this last unvested increment vesting on January 1, 2026, subject to continued employment through the applicable vesting date. The RSUs may accelerate and vest under certain circumstances described more fully under “Potential Payments Upon a Termination or Change in Control” below. | | (7) One-fourth of the granted option vested on July 1, 2025, and these remaining unvested options will vest in one-fourth increments on each of January 1, 2026, July 1, 2026 and January 1, 2027, subject to continued service, or for Mr. Auerbach, continued employment, through the applicable vesting date. In addition, for Messrs. Auerbach and Nougues this option may accelerate and vest under certain circumstances described more fully under “Potential Payments Upon a Termination or Change in Control” below. | | (8) One-fourth of the granted RSU award vested on July 1, 2025, and these remaining unvested RSUs will vest in one-fourth increments on each of January 1, 2026, July 1, 2026, and January 1, 2027, subject to continued service, or for Mr. Auerbach, continued employment, through the applicable vesting date. In addition, for Messrs. Auerbach and Nougues the RSUs may accelerate and vest under certain circumstances described more fully under “Potential Payments Upon a Termination or Change in Control” below. |
Options Exercised and Stock Vested
Options Exercised and Stock Vested The following table shows the number of shares of common stock acquired by each Named Executive Officer during 2025 upon the vesting of RSUs and the exercise of stock options, in each case, during 2025.
Options Exercised and Stock Vested
| | | Stock Options | | Stock Awards | | | | | Number of | Value | Number of | Value | | | | shares | realized on | Shares | Realized on | | | | acquired on | exercise(1) | Acquired on | Vesting(2) | | Name | Grant Type | exercise (#) | ($) | Vesting (#) | ($) | | Alan H. Auerbach | RSU | — | — | 179,886 | 598,031 | | Maximo F. Nougues | RSU | — | — | 51,669 | 171,734 | | Jeff J. Ludwig | RSU | — | — | 23,510 | 71,706 | | | Option | 55,882 | 61,107 | — | — | | Douglas Hunt, B.Sc. (Hons) | RSU | — | — | 43,010 | 142,792 | | (1) Represents the difference between the fair market value of our stock underlying the options on the date of exercise and the exercise price of the option. | | | | | | | (2) Represents the amounts realized based on the fair market value of our stock on the vesting date. | | | | | |
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation During the fiscal year ended December 31, 2025, we did not have any plans in place for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax qualified deferred contribution plans and nonqualified deferred contribution plans. We do maintain a 401(k) plan for our employees, including our Named Executive Officers
Potential Payments Upon a Termination or Change in Control
Potential Payments Upon a Termination or Change in Control Alan H. Auerbach. On January 19, 2012, we entered into an employment agreement with Alan H. Auerbach, our President and Chief Executive Officer. Pursuant to the employment agreement, in the event Mr. Auerbach’s employment is terminated by us without “cause” or by Mr. Auerbach for “good reason” within 60 days prior to, or 18 months following, a “change in control” (each as defined in the employment agreement and described below), he will be entitled to receive, in addition to any accrued but unpaid compensation and benefits:
Potential Payments Upon a Termination or Change in Control
| • | A lump sum payment equal to two times the sum of his annual base salary and the maximum amount payable under our annual short-term incentive compensation program to which he would be eligible to receive for the year in which the termination occurs; | | • | all unvested equity-based incentive awards will immediately vest in connection with such termination of employment on the later of the change in control and the termination date, and will remain exercisable (as applicable) for a period of up to 12 months from the date of the termination; and | | • | up to 18 months continuation of healthcare benefits to him and his dependents. |
Potential Payments Upon a Termination or Change in Control
In the event a change in control occurs and an excise tax would be imposed as a result of any compensatory payments made to Mr. Auerbach in connection with such change in control, we will either (i) reduce the payments made to Mr. Auerbach such that the excise tax will not be imposed or (ii) if such reduction would not result in a greater net after-tax benefit to Mr. Auerbach than receiving the full amount of such payments, pay the entire (unreduced) payments and also pay or reimburse Mr. Auerbach an amount equal to any such excise tax plus any taxes resulting from such payments. In the event Mr. Auerbach’s employment is terminated without “cause” or by Mr. Auerbach for “good reason,” in each case outside of the change in control context described above, then Mr. Auerbach will be entitled to receive, in addition to any accrued but unpaid compensation and benefits:
Potential Payments Upon a Termination or Change in Control
| • | An amount equal to the sum of his annual base salary and the maximum amount under our annual short-term cash incentive compensation program to which he would be eligible to receive for the year in which the termination occurs, payable over a period of one year following such termination in substantially equal installments; and | | • | up to 18 months continuation of healthcare benefits to him and his dependents. |
Potential Payments Upon a Termination or Change in Control
All severance payments and benefits are contingent upon Mr. Auerbach’s execution and non-revocation of a general release of claims in favor of us. Under the terms of Mr. Auerbach’s employment agreement:
Potential Payments Upon a Termination or Change in Control
| • | “Cause” is generally defined as (i) the willful failure, disregard or refusal by the executive to perform his duties; (ii) any willful, intentional or grossly negligent act by the executive that injures in a material way our business or reputation; (iii) willful misconduct by the executive in respect of his duties or obligations; (iv) the executive’s commission of any felony or a misdemeanor involving moral turpitude (including entry of a nolo contendere plea to any such charge); (v) the determination by us, after a reasonable and good-faith investigation following a written allegation by another employee of us that the executive engaged in some form of harassment prohibited by law, unless the executive’s actions were specifically directed by the board; (vi) any misappropriation or embezzlement of our property; (vii) breach by the executive of his obligations with respect to confidentiality, non-solicitation and non-disparagement or of any of his representations or warranties under the employment agreement; and (viii) material breach by the executive of any other provision of the employment agreement which is not cured within a specified timeframe. | | • | “Good reason” is generally defined as: (i) a material diminution in the executive’s base salary, excluding any reduction applicable equally to all of our executive officers following a material decline in our earnings, public image, or performance; (ii) a material diminution in the executive’s authority, duties or responsibilities; (iii) a change in the geographic location at which the executive must perform services to a location that is greater than 25 miles from our principal place of business as of the date of the employment agreement; (iv) a direction to the executive to take any action that violates any applicable legal or regulatory requirement; or (v) any other action or inaction that constitutes a material breach by us of our obligations under the employment agreement. |
Potential Payments Upon a Termination or Change in Control
| • | A “change in control” is generally defined as: (i) the consummation of a transaction where any persons become the beneficial owners of Company securities representing more than 50% of the total combined voting power of our securities after such acquisition; (ii) a change in the composition of the board such that during any period of two consecutive years, individuals who originally formed our board, together with certain new directors, at the beginning of such period cease for any reason to constitute a majority of the board; (iii) us merging, consolidating, reorganizing or combining with another corporation or entity or a sale or other disposition of all or substantially all of our assets or an acquisition of assets or stock of another entity, in each case, where our stockholders prior to the transaction own less than 50% of the outstanding voting securities of the surviving corporation or entity; or (iv) our stockholders approving a liquidation or dissolution of us. |
Potential Payments Upon a Termination or Change in Control
Maximo F. Nougues and Jeff J. Ludwig. On November 5, 2018, we entered into an employment letter agreement with Maximo F. Nougues, our Chief Financial Officer, and on March 16, 2020, we entered into an employment letter agreement with Jeff J. Ludwig, our former Chief Commercial Officer. In connection with Mr. Ludwig's termination, his employment letter agreement is no longer in effect. Pursuant to the employment letter agreements, in the event the Named Executive Officer’s employment is terminated by us without “cause” or by him for “good reason” (each as defined in the applicable employment letter and described below), he will be entitled to receive, in addition to any accrued but unpaid compensation and benefits:
Potential Payments Upon a Termination or Change in Control
| • | 12 months base salary, and for Mr. Ludwig, the target amount payable under our annual short-term incentive compensation program, to be paid in substantially equal installments in accordance with the Company’s standard payroll policies; | | • | up to 12 months continuation of healthcare benefits to him and his dependents; and | | • | if the termination occurs on or within the 18 months following a “change in control” (as defined in the employment letter and described below), all unvested equity-based incentive awards will immediately vest on the termination date. |
Potential Payments Upon a Termination or Change in Control
All severance payments and benefits are contingent upon the Named Executive Officer’s execution and non-revocation of a general release of claims in favor of us. Under the terms of each Named Executive Officer’s employment letter:
Potential Payments Upon a Termination or Change in Control
| • | “Cause” is generally defined as (i) the unauthorized use or disclosure of confidential information or trade secrets of the Company or any other material breach of a written agreement between the executive and the Company, including without limitation a material breach of any employment or confidentiality agreement; (ii) the executive’s indictment for, or the entry of a plea of guilty or nolo contendere by the executive to, a felony under the laws of the United States or any state thereof or other foreign jurisdiction or any crime involving dishonesty or moral turpitude; (iii) the executive’s gross negligence or willful misconduct or the executive’s willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement, material misappropriation or dishonesty committed by the executive against the Company; or (v) any acts, omissions or statements by an executive which the Company reasonably determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company. | | • | “Good reason” is generally defined as (i) a material diminution in the executive’s base salary, excluding any reduction applicable equally to all of our executive officers following a material decline in our earnings, public image, or performance; (ii) a material diminution in the executive’s authority, duties or responsibilities; and (iii) a change in the geographic location at which the executive must perform services to a location that is greater than 25 miles from our principal place of business as of the date of the employment letter. |
Potential Payments Upon a Termination or Change in Control
| • | A “change in control” is generally defined as: (i) the consummation of a transaction where any persons become the beneficial owners of Company securities representing more than 50% of the total combined voting power of our securities after such acquisition; (ii) a change in the composition of the board such that during any period of two consecutive years, individuals who originally formed our board, together with certain new directors, at the beginning of such period cease for any reason to constitute a majority of the board; (iii) us merging, consolidating, reorganizing or combining with another corporation or entity or a sale or other disposition of all or substantially all of our assets or an acquisition of assets or stock of another entity, in each case, where our stockholders prior to the transaction own less than 50% of the outstanding voting securities of the surviving corporation or entity; or (iv) our stockholders approving a liquidation or dissolution of us. |
Potential Payments Upon a Termination or Change in Control
On May 8, 2025, Mr. Ludwig was terminated by the Company without cause. Pursuant to the terms of his employment letter, as described above, Mr. Ludwig will receive cash severance payments totaling $868,937, representing 12 months of base salary and target amount payable under our annual short-term incentive compensation plan, plus approximately $64,847, representing the cost of 12 months of continued healthcare benefits to him and his dependents. In consideration for his separation benefits, Mr. Ludwig executed a release of claims in our favor. Terms of Equity Awards. Under the terms of the 2011 Plan, if, in the event of a change in control (as defined above), the successor corporation does not assume or substitute the then outstanding equity awards, such equity awards will immediately vest or become exercisable and be deemed exercised immediately prior to the change in control, as applicable.
Summary of Potential Payments
Summary of Potential Payments The following table summarizes the payments that would have been made to Messrs. Auerbach and Nougues upon the occurrence of a qualifying termination of employment (whether or not in connection with a change in control), assuming that the Named Executive Officer’s termination of employment with our Company occurred on December 31, 2025. Amounts shown do not include (i) accrued but unpaid salary through the date of termination, and (ii) other benefits earned or accrued by the Named Executive Officer during employment that are available to all salaried employees, such as accrued vacation. With respect to Mr. Ludwig, the payments and benefits described below reflect the actual amounts provided to Mr. Ludwig in connection with his termination of employment by us without cause on May 8, 2025, as described above. In addition, the following table does not include Mr. Hunt because he would not be entitled to any payments and/or benefits pursuant to any plan or agreement upon a termination of employment and/or change in control occurring on December 31, 2025. The following table also assumes that a successor corporation would assume or provide substitute equity awards in a change in control.
Summary of Potential Payments
| Name | Termination Without Cause or With Good Reason (Not in Connection with Change in Control) ($) | Termination Without Cause or With Good Reason (In Connection with Change in Control) ($) | | Alan H. Auerbach | | | | Cash Severance (1) | 2,142,066 | 4,284,132 | | Continued Health Benefits | 31,339 | 31,339 | | Acceleration of Equity Awards | — | 1,789,396(2) | | 280G Excise Tax Gross-Up | — | —(3) | | Total | 2,173,405 | 6,104,867 | | Maximo F. Nougues | | | | Cash Severance (4) | 562,961 | 562,961 | | Continued Health Benefits | 52,705 | 52,705 | | Acceleration of Equity Awards | — | 540,917(2) | | Total | 615,666 | 1,156,583 | | Jeff J. Ludwig | | | | Cash Severance (4) | 868,937 | — | | Continued Health Benefits | 64,847 | — | | Acceleration of Equity Awards | — | — | | Total | 933,784 | — |
Summary of Potential Payments
| (1) In accordance with the terms of his agreement, Mr. Auerbach’s cash severance includes annual salary plus the maximum award amount payable under our short-term incentive compensation program for the year of termination, and in the case of a termination in connection with a change in control, these amounts are multiplied by two. | | (2) Represents the sum of the values attributable to the accelerated vesting of the unvested portion of all outstanding stock options and RSUs held by the executive officers as of December 31, 2025. The value of the accelerated equity awards was calculated based on the closing price of our common stock on December 31, 2025 (the last trading day of the year) of $5.95 per share. | | (3) No gross-up for excise taxes would be payable to Mr. Auerbach, or adjustments to his severance amounts, under his employment agreement if he had been terminated in connection with a change in control on December 31, 2025. | | (4) In accordance with the terms of their agreements, cash severance includes annual salary, and for Mr. Ludwig, the target award amount payable under our short-term incentive compensation program for the year of termination. |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of the individual identified as our median paid employee to the annual total compensation of Mr. Auerbach, our President and Chief Executive Officer (our “CEO”). We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year:
Pay Ratio Disclosure
| • | The annual total compensation of the employee who was identified as our median compensated employee (other than our CEO) was $273,504; and | | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $3,062,337. |
Pay Ratio Disclosure
Based on this information, for 2025 the ratio of CEO annual total compensation to that of the median identified employee is 11:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Methodology for Determining Our Median Employee The Company used our employee population data as of December 31, 2025 as the reference date for identifying our median employee. To identify the median employee from our employee population, we calculated each employee’s 2025 base salary, actual amount paid under our annual short-term incentive compensation program and commission earned in 2025 and grant-date fair value of equity awards granted in 2025. In identifying the median employee, we annualized the compensation of all full-time employees who were new hires in 2025 or were on a leave of absence in a portion of 2025. Annual Total Compensation With respect to the annual total compensation of the employee who represents our median compensated employee, we calculated such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We used the amount reported in the “Total” column for 2025 of our Summary Compensation Table included in this Proxy Statement for the annual total compensation of our CEO.