DEF 14A of Monopar Therapeutics
Filed Apr 30, 2026 · FY20250001437749-26-014183
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Nicole Sweeny – Director Nominee
Nicole Sweeny – Director Nominee Ms. Sweeny has served as Chief Commercial Officer of KalVista Pharmaceuticals since July 2023. Prior to this, she served as the Chief Commercial Officer of Praxis Precision Medicines, Inc., a clinical-stage biopharmaceutical company, from August 2020 to April 2023. Ms. Sweeny served as Vice President, Franchise Head, Rare Diseases of Takeda Pharmaceutical Co. Ltd., or Takeda, a biopharmaceutical company, from February 2019 to July 2020. Prior to Takeda, she served in several roles at Shire plc, a biopharmaceutical company acquired by Takeda, from August 2010 to January 2019, including Vice President, Head of US Marketing from September 2017 to January 2019 and Vice President, Global Product Strategy Lead from December 2016 to August 2017. Prior to joining Shire, Ms. Sweeny served in commercial positions of increasing responsibility at AMAG Pharmaceuticals, Inc. and Sanofi Genzyme Corporation. Ms. Sweeny received her BS in marketing from Boston College. Ms. Sweeny is qualified to serve on our Board because of her experience and leadership in strategic planning, business operations and commercial development in the biopharmaceutical and biotechnology industries. If elected, the Board currently anticipates that Ms. Sweeny will be appointed to the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee.
Compensation Committee
| ● | to review and make recommendations to our Board with respect to non-employee director compensation including Board and committee fees and equity compensation; and |
PROPOSAL NO. 3 – APPROVAL OF THE 2026 STOCK INCENTIVE PLAN
PROPOSAL NO. 3 – APPROVAL OF THE 2026 STOCK INCENTIVE PLAN On April 27, 2026, the Board adopted the Monopar Therapeutics Inc. 2026 Stock Incentive Plan (the “2026 Plan”), subject to approval by our stockholders. The 2026 Plan will only become effective if it is approved by the Company’s stockholders at the Annual Meeting (the date of such approval being the “New Plan Effective Date”). The 2026 Plan will replace the Monopar Therapeutics Inc. 2016 Stock Incentive Plan, as amended (the “Prior Plan”), with respect to future awards, and no further awards will be granted under the Prior Plan following the New Plan Effective Date, although outstanding awards under the Prior Plan will remain in effect in accordance with their terms. The 2026 Plan provides for the issuance of shares of our common stock, including 600,000 new shares, as well as shares that remain available for issuance under the Prior Plan as of the New Plan Effective Date and, in certain cases, shares underlying awards under the Prior Plan that are forfeited, expire or are otherwise terminated without issuance. The primary purpose of the 2026 Plan is to ensure that a sufficient number of shares remain available for issuance to support our equity-based compensation program. The Board believes that equity-based compensation is an essential component of the Company’s overall compensation program and is critical to attracting, retaining and motivating employees, non-employee directors and consultants, as well as aligning their interests with those of our stockholders and encouraging a sense of proprietorship in the Company. In addition, as the Company continues to advance its lead product candidate, ALXN1840, and prepare for pre-commercialization and potential future commercialization activities, the Board believes it is important to maintain sufficient equity capacity to support the Company’s anticipated growth and operational needs. Equity incentives and awards under the 2026 Plan are integral to Monopar’s corporate strategy as the Company builds its infrastructure and engages new personnel to support the clinical, pre-commercial and commercial development of its drug product candidates. In setting the number of shares authorized for issuance under the 2026 Plan, we considered the 264,843 shares available for grant under the Prior Plan as of March 31, 2026, and the effect of adding 600,000 new shares of Common Stock to the available reserve, which will result in the shares available for new awards under the 2026 Plan representing 9.2% of the fully-diluted Common Stock outstanding as of March 31, 2026 (which includes, among other things, 1,843,303 pre-funded warrants outstanding as of such date). Based on current assumptions and anticipated growth and operational needs, we estimate that the additional 600,000 new shares of Common Stock added under the 2026 Plan will allow the Company to make equity-based awards through the next approximately four to five years.
The 2026 Plan Conforms to Best Practices
| ● | It requires stock options and SARs be granted with an exercise price or grant price of at least 100% of the fair market value of the option shares on the grant date; |
The 2026 Plan Conforms to Best Practices
| ● | It provides that no dividend equivalents may be paid on stock options or SARs, and with respect to other awards, unless otherwise provided in an award agreement, if dividends or dividend equivalents are to be paid, they will only be paid if and when the award vests. |
Types of Awards
Types of Awards Options to purchase shares of Common Stock, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), other stock-based awards, or any other property (including cash) may be granted under the 2026 Plan. Options may be granted as incentive stock options under Section 422 of the Code or as non-qualified stock options.
Dividend and Dividend Equivalents
Dividend and Dividend Equivalents The Administrator may include provisions in stock awards for the payment or crediting of dividends or dividend equivalents upon vesting of the award. Notwithstanding the foregoing, dividends or dividend equivalents shall not be paid with respect to stock awards or other stock-based awards that, in either case, vest based on the achievement of performance goals prior to the date the performance goals are satisfied and the award is earned, and then shall be payable only with respect to the number of shares of Common Stock or stock units actually earned under the award. Dividends and dividend equivalents shall be subject to the same vesting, restriction, forfeiture and payment conditions as the underlying awards.
Merger or Change in Control
Merger or Change in Control In the event of a merger or change in control, each outstanding award will be treated as the Administrator determines without a participant’s consent, including, without limitation, that: (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares of Common Stock and prices; (ii) upon written notice to a participant, that the participant’s awards will terminate upon or immediately prior to the consummation of such merger or change in control (subject to the foregoing dissolution or liquidation provisions); (iii) outstanding awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an award will lapse, in whole or in part prior to or upon consummation of such merger or change in control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or change in control; (iv) (A) the termination of an award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction, or (B) the replacement of such award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the foregoing actions, the Administrator is not obligated to treat all awards, all awards held by a participant, or all awards of the same type, similarly. In the event that the successor corporation does not assume or substitute for the award (or portion thereof), the vesting of any unvested awards held by a participant will be determined in accordance with the terms of the applicable award agreement. The Administrator may provide that, upon a change in control, the participant’s vested interest in an award will be fully or partially accelerated.
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Director Compensation for the Year Ended December 31, 2025
Director Compensation for the Year Ended December 31, 2025 The following table sets forth the compensation of our non-employee directors during the year ended December 31, 2025.
Director Compensation for the Year Ended December 31, 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Christopher M. Starr, Ph.D. | 80,000 | - | 336,724 | 120,000 | 536,724 | | Michael J. Brown (3) | 31,000 | - | 46,457 | - | 77,457 | | Raymond W. Anderson | 72,500 | - | 336,724 | - | 409,224 | | Arthur J. Klausner | 64,500 | - | 336,724 | - | 401,224 | | Kim R. Tsuchimoto | 40,000 | - | 336,724 | 13,213 | 389,937 | | Lavina Talukdar (4) | 53,039 | - | 172,292 | - | 225,331 |
Director Compensation for the Year Ended December 31, 2025
| (1) Beginning in 2025, the Company shifted its practice with respect to option awards granted to non-employee directors to grant such option awards in December of the same fiscal year to better align the timing of such awards with director service. Prior to this change, option awards were granted periodically following the completion of the applicable service period. As a result of this transition, option awards granted in February or March 2025 (in respect of fiscal year 2024 service) and December 2025 (in respect of fiscal year 2025 service) are both reflected in 2025 director compensation, which may result in higher reported compensation for that year. In connection with this change, each director, other than Mr. Brown, received option awards in December 2025 with an aggregate grant date fair value of $7,830, with vesting commencing on January 1, 2026. Mr. Brown was not a member of the Board at the time of grant. | | (2) Commencing January 1, 2022, Dr. Starr executed a consulting agreement to provide us with advisory services in the areas of clinical development, regulatory strategy and manufacturing based upon his expertise in those areas at $10,000 per month. The agreement renews annually unless terminated by either party. | | In March 2025, Ms. Tsuchimoto provided five weeks of training to the incoming CFO as part of a limited consulting agreement. | | (3) Mr. Brown resigned from his position as a member of the Company’s Board of Directors effective February 19, 2025. | | (4) Ms. Talukdar commenced earning non-employee director fees on February 21, 2025. |
Director Compensation for the Year Ended December 31, 2025
As of December 31, 2025, our non-employee directors held the following number of stock options:
Director Compensation for the Year Ended December 31, 2025
| Name | Aggregate Number of Shares Subject to Stock Awards | Aggregate Number of Shares Subject to Stock Options (1) | | Christopher M. Starr, Ph.D. | - | 44,140 | | Raymond W. Anderson | - | 31,545 | | Arthur J. Klausner | - | 31,545 | | Kim R. Tsuchimoto | - | 49,278 | | Lavina Talukdar | - | 8,607 |
Director Compensation for the Year Ended December 31, 2025
| (1) Beginning in 2025, the Company shifted its practice with respect to option awards granted to non-employee directors to grant such option awards in December of the same fiscal year to better align the timing of such awards with director service. Prior to this change, option awards were granted periodically following the completion of the applicable service period. As a result of this transition, option awards granted in February or March 2025 (in respect of fiscal year 2024 service) and December 2025 (in respect of fiscal year 2025 service) are both reflected in 2025 director compensation, which may result in higher reported compensation for that year. In connection with this change, each director, other than Mr. Brown, received option awards to purchase 2,924 shares of the Company’s common stock in December 2025, with vesting commencing on January 1, 2026. Mr. Brown was not a member of the Board at the time of grant. |
Director Compensation for the Year Ended December 31, 2025
The table below reflects the non-equity fee schedule for non-employee directors for 2025. Long-term equity compensation is determined annually utilizing the Black-Scholes valuation model along with review of peer group companies.
Director Compensation for the Year Ended December 31, 2025
| Position | 2025 Annual Fees ($)* | | Board Member | | | Non-Employee Board Member Base Fee | 40,000 | | Additional Fee for Executive Chairman of the Board | 40,000 | | Committees (fees are in addition to the Non-Employee Board Member Base Fee) | | | Audit Committee | | | Audit Committee Chair | 15,000 | | Audit Committee Member | 10,000 | | Compensation Committee | | | Compensation Committee Chair | 12,500 | | Compensation Committee Member | 7,000 | | Corporate Governance and Nominating (CG&N) Committee | | | CG&N Committee Chair | 7,500 | | CG&N Committee Member | 5,000 |
Director Compensation for the Year Ended December 31, 2025
*Paid quarterly in arrears.
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the compensation earned during the years ended December 31, 2025 and 2024, for our named executive officers, which include our Chief Executive Officer and the two highest compensated executive officers whose compensation exceeded $100,000 during our last fiscal year. The Company historically determined and awarded its annual incentive compensation, including equity-based compensation, in the first quarter of the following fiscal year. Beginning in 2025, the Company shifted its practice to determine and award such compensation in December of the same fiscal year to better align performance and compensation. As a result of this transition, compensation awarded in March 2025 (in respect of fiscal year 2024 performance) and December 2025 (in respect of fiscal year 2025 performance) is both reflected in 2025 compensation, which may result in higher reported compensation for that year.
Summary Compensation Table
| Name and Positions | Fiscal Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2)(3) | Option Awards ($) (2)(3) | Non-Equity Incentive Plan ($) (4) | All Other Compensation ($) (5) | Total ($) | | Chandler D. Robinson, MD | 2025 | 700,000 | 550,000 | 6,263,958 | 2,703,862 | 420,000 | - | 10,637,821 | | Chief Executive Officer and Director | 2024 | 603,200 | 300,000 | - | - | 241,280 | - | 1,144,480 | | Quan Vu (6) | 2025 | 305,000 | 100,000 | 746,186 | 795,061 | 137,250 | 17,816 | 2,101,314 | | Chief Financial Officer, Secretary, and Treasurer | 2024 | - | - | - | - | - | - | - | | Andrew Cittadine | 2025 | 440,000 | 325,000 | 2,343,427 | 1,378,004 | 220,000 | - | 4,706,431 | | Chief Operating Officer | 2024 | 384,800 | 50,000 | - | 12,252 | 107,744 | - | 554,796 |
Summary Compensation Table
| (1) The amounts reported for 2025 represent discretionary cash bonuses paid by the Company based on our named executive officers’ performance during such fiscal year. |
Summary Compensation Table
| (2) The amounts in these columns represent the aggregate grant date fair value of restricted stock units (“RSUs”) and stock options awarded, respectively, during the applicable year to the named executive officers, computed in accordance with FASB ASC Topic 718. The fair value of restricted stock units reflected in the Stock Awards column is based upon the closing price on the date of grant. The fair value of stock options in the Option Awards column is estimated on the date of grant using the Black-Scholes option pricing model. For a discussion of valuation assumptions, see Note 2 to our consolidated financial statements in our Annual Report on Form 10-K. |
Summary Compensation Table
| (3) In December 2025, Dr. Robinson, Mr. Vu. and Mr. Cittadine were granted stock options to purchase up to 16,753, 7,135 and 8,969 shares of our common stock, respectively, at an exercise price of $75.94 per share, as discussed below in the section “Outstanding Equity Awards at December 31, 2025.” Based upon the Black-Scholes valuation model for stock option compensation expense, the value of Dr. Robinson’s, Mr. Vu’s and Mr. Cittadine’s stock options was $171,061, $72,854 and $91,581, respectively. The stock options vest 6/48ths on June 30, 2026, and 1/48th per month thereafter. In December 2025, Dr. Robinson, Mr. Vu and Mr. Cittadine were granted 49,133, 9,826 and 13,919 RSUs, respectively, which vest 6/48ths on June 30, 2026, and 3/48ths per quarter thereafter. Based upon the closing price on the date of grant, the value of Dr. Robinson’s, Mr. Vu’s and Mr. Cittadine’s RSUs was $3,731,160, $746,186 and $1,057,009, respectively. In March 2025, Dr. Robinson, Mr. Vu and Mr. Cittadine were granted stock options to purchase up to 85,759, 25,000 and 43,445 shares of our common stock, respectively, at an exercise price of $31.70, $30.93 and $31.70, respectively, as discussed below in the section “Outstanding Equity Awards at December 31, 2025.” Based upon the Black-Scholes valuation model for stock option compensation expense, the value of Dr. Robinson’s, Mr. Vu’s and Mr. Cittadine’s stock options was $2,532,801, $722,208 and $1,286,424, respectively. For Dr. Robinson, 6,647 options vested on the grant date and the remainder of the options vest 6/48ths on June 30, 2025, and 1/48th per month thereafter. For Mr. Vu, the stock options vest 6/48ths on September 2, 2025, and 1/48th per month thereafter. For Mr. Cittadine, the stock options vest 6/48ths on June 30, 2025, and 1/48th per month thereafter. In March 2025, Dr. Robinson and Mr. Cittadine were granted 79,899 and 40,581 RSUs, respectively. For Dr. Robinson, 6,002 RSUs vested on the grant date and the remainder of the RSUs vest 6/48ths on June 30, 2025, and 3/48ths per quarter thereafter. For Mr. Cittadine, RSUs vest 6/48ths on June 30, 2025, and 3/48ths per quarter thereafter. Based upon the closing price on the date of grant, the value of Dr. Robinson’s and Mr. Cittadine’s RSUs was $2,532,798 and $1,286,418, respectively. In 2024, Mr. Cittadine was granted stock options to purchase up to 5,001 shares of our common stock at an exercise price of $3.07 per share as discussed below in the section “Outstanding Equity Awards at December 31, 2025.” Based upon the Black-Scholes valuation model for stock option compensation expense, the value of Mr. Cittadine’s stock options was $12,252. For Mr. Cittadine, the stock options vested 6/48ths on November 21, 2024, and 1/48th per month thereafter. |
Summary Compensation Table
| (4) In 2025 and 2024, Non-equity Incentive Plan represents payments based on partial fulfillment of pre-set 2025 and 2024 corporate goals, respectively. | | (5) Mr. Vu’s payment of $17,816 pertains to reimbursements in connection with his relocation expense and medical benefits. | | (6) Mr. Vu commenced employment on March 3, 2025. |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table sets forth outstanding stock option awards held by named executive officers as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (10) | | Chandler D. Robinson, M.D., | -(1) | 16,735(1) | $75.94 | December 2, 2035 | | | | Chief Executive Officer and Director | 26,425(2) | 59,334(2) | $31.70 | March 4, 2035 | | | | | 33,276(5) | 11,092(5) | $15.80 | February 1, 2033 | | | | | 42,204(6) | -(6) | $14.00 | February 2, 2032 | | | | | 14,001(7) | -(7) | $34.05 | January 26, 2031 | | | | | 14,001(8) | -(8) | $71.75 | January 31, 2030 | | | | | 29,100(9) | -(9) | $30.00 | August 9, 2028 | | | | | | | | | 113,007 | 7,379,357 | | Quan A. Vu, | - | 7,135(1) | $75.94 | December 2, 2035 | | | | Chief Financial Officer, Secretary, and Treasurer | 4,688(3) | 20,312(3) | $30.93 | March 3, 2035 | | | | | | | | | 9,826 | 641,638 | | Andrew J. Cittadine | -(1) | 8,969(1) | $75.94 | December 2, 2035 | | | | Chief Operating Officer | 10,861(2) | 32,584(2) | $31.70 | March 4, 2035 | | | | | 1,980(4) | 3,021(4) | $3.07 | May 22, 2034 | | | | | 15,404(5) | 5,135(5) | $15.80 | February 1, 2033 | | | | | 17,001(6) | -(6) | $14.00 | February 2, 2032 | | | | | 6,000(11) | -(11) | $29.45 | June 30, 2031 | | | | | 14,001(12) | -(12) | $28.80 | June 1, 2031 | | | | | | | | | 48,266 | 3,151,770 |
Outstanding Equity Awards at December 31, 2025
| (1) Dr. Robinson, Mr. Vu and Mr. Cittadine were granted stock option awards on December 2, 2025, which commenced vesting on January 1, 2026, and vest 6/48ths on the six-month anniversary of vesting commencement date (June 30, 2026), and 1/48th per month thereafter. | | (2) Dr. Robinson and Mr. Cittadine were granted stock option awards on March 4, 2025, which commenced vesting on January 1, 2025, and vest 6/48th on the six-month anniversary of vesting commencement date (June 30, 2025), and 1/48th per month thereafter. | | (3) Mr. Vu was granted stock option awards on March 3, 2025, which commenced vesting on March 3, 2025, and vest 6/48ths on the six-month anniversary of vesting commencement date (September 2, 2025), and 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2025
| (4) Mr. Cittadine was granted stock option awards on May 22, 2024, which commenced vesting on May 22, 2024, and vest 6/48ths on the six-month anniversary of vesting commencement date (November 21, 2024), and 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2025
| (5) Dr. Robinson and Mr. Cittadine were granted stock option awards on February 1, 2023, which commenced vesting on January 1, 2023, and vest 6/48ths on the six-month anniversary of vesting commencement date (June 30, 2023), and 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2025
| (6) Dr. Robinson and Mr. Cittadine were granted stock option awards on February 2, 2022, which commenced vesting on January 1, 2022, and vested 6/48ths on the six-month anniversary of vesting commencement date (June 30, 2022), and 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2025
| (7) Dr. Robinson was granted stock option awards on January 26, 2021, which commenced vesting on January 1, 2021, and vested 6/48ths on the six-month anniversary of vesting commencement date (June 30, 2021), and 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2025
| (8) Dr. Robinson was granted stock option awards on January 31, 2020, which commenced vesting on January 1, 2020, and vested 6/48ths on the six-month anniversary of vesting commencement date (June 30, 2020), and 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2025
| (9) Dr. Robinson was granted stock option awards on August 9, 2018, which commenced vesting on October 1, 2018, and vested 6/51 on the six-month anniversary of vesting commencement date (March 31, 2019) and 1/51 per month thereafter. |
Outstanding Equity Awards at December 31, 2025
| (10) The value of RSUs shown in the table that have not yet vested was calculated using $65.30, the closing price of our common stock on December 31, 2025. |
Outstanding Equity Awards at December 31, 2025
In December 2025, Dr. Robinson, Mr. Vu and Mr. Cittadine were granted 49,133, 9,826 and 13,919 RSUs, respectively, which vest 6/48ths on June 30, 2026, and 3/48ths per quarter thereafter. In March 2025, Dr. Robinson and Mr. Cittadine were granted 79,899 and 40,581 RSUs, respectively. For Dr. Robinson, 6,002 RSUs vested on the grant date and the remainder of the RSUs vest 6/48ths on June 30, 2025, and 3/48ths per quarter thereafter. For Mr. Cittadine, RSUs vest 6/48ths on June 30, 2025, and 3/48ths per quarter thereafter. In 2023, Dr. Robinson and Mr. Cittadine were granted 33,803 and 15,647 RSUs which vest 6/48ths on June 30, 2023, and 3/48ths per quarter thereafter.
Outstanding Equity Awards at December 31, 2025
| (11) Mr. Cittadine was granted stock option awards on June 30, 2021, which vested 6/48ths on the six-month anniversary of employment commencement (November 30, 2021), and 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2025
| (12) Mr. Cittadine was granted stock option awards on June 1, 2021, which vested 6/48ths on the six-month anniversary of grant date (November 30, 2021), and 1/48th per month thereafter. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Each of Dr. Robinson’s, Mr. Vu’s and Mr. Cittadine’s employment agreements provides that upon execution and effectiveness of a release of claims, Dr. Robinson, Mr. Vu and Mr. Cittadine will be entitled to severance payments if their employment with us terminates under certain circumstances. If we terminate their employment without “cause,” or if Dr. Robinson resigns for “good reason,” in each case absent a “change in control,” Dr. Robinson would receive (1) base salary continuation for 12 months, (2) any vested equity awards will continue to be exercisable for 12 months, and (3) payment of or reimbursement for healthcare continuation coverage until the earlier of 12 months following termination or the date the executive becomes eligible for coverage under an employer’s plan. Mr. Vu and Mr. Cittadine would receive (1) base salary continuation for 3 months, (2) any vested equity awards will continue to be exercisable for 6 months, and (3) payment of or reimbursement for healthcare continuation coverage until the earlier of 6 months following termination or the date the executive become eligible for coverage under an employer’s plan. If Dr. Robinson’s employment is terminated without cause or for good reason within 12 months following a change in control, he would be entitled to (1) a lump sum payment in an amount equal to 1.5 times his respective base salary plus target annual bonus for the year in which the termination occurs, (2) payment of or reimbursement for healthcare continuation coverage until the earlier of 18 months following termination or the date the executive becomes eligible for coverage under an employer’s plan, and (3) full vesting acceleration of all outstanding equity awards. If Dr. Robinson’s employment is terminated because of death or permanent disability, we will be obligated to provide base salary continuation and healthcare payment or reimbursement for a period of three months. If Mr. Cittadine’s employment is terminated without cause or for good reason within 12 months following a change in control, he would be entitled to (1) a lump sum payment in an amount equal to 0.75 times his base salary for the year in which the termination occurs, (2) payment of or reimbursement for healthcare continuation coverage until the earlier of six months following termination or the date the executive becomes eligible for coverage under an employer’s plan, and (3) full vesting acceleration of all outstanding equity awards. If Mr. Cittadine’s employment is terminated because of death or permanent disability, we will be obligated to provide base salary continuation and healthcare payment or reimbursement for a period of three months. If Mr. Vu’s employment is terminated without cause or for good reason within 12 months following a change of control, he would be entitled to (1) a lump sum payment in an amount equal to 0.25 times his base salary plus target annual bonus for the year in which the termination occurs, (2) payment of or reimbursement for healthcare continuation coverage until the earlier of three months following termination or the date the executive becomes eligible for coverage under an employer’s plan, and (3) full vesting acceleration of all outstanding equity awards. If Mr. Vu’s employment is terminated because of death or permanent disability, we will be obligated to provide base salary continuation and healthcare payment or reimbursement for a period of three months. Upon any termination of employment, Dr. Robinson, Mr. Vu and Mr. Cittadine are entitled to receive any accrued but unpaid base salary and any earned but unpaid annual bonus. The employment agreements with Dr. Robinson, Mr. Vu and Mr. Cittadine provide that, in the event that any payments the executives received in connection with a change in control of our Company are subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, such payments will be reduced to the greatest amount payable that would not result in no such tax owed, but only if it is determined that such reduction would cause the executive to be better off, on a net after-tax basis, than without such reduction and payment of the excise tax under Section 4999 of the Code.
Pension Benefits
Pension Benefits We do not have a defined benefit pension plan. Our named executive officers did not participate in, or otherwise receive any special benefits under, any pension or defined benefit retirement plan sponsored by us during the year ended December 31, 2025.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation During the year ended December 31, 2025, our named executive officers did not contribute to, or earn any amount with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
| | Summary Compensation Table (“SCT”) Total for Principal Executive Officer (“PEO”) (1) | Compensation Actually Paid (“CAP”) to PEO (2) | Average SCT Total for Non-PEO NEOs (3) | CAP for Non-PEO NEOs (4) | Value of Fixed $100 Investment Based on Total Shareholder Return (“TSR”) | Net Income (Loss) (in thousands) | | 2025 | $10,637,821 | $17,379,663 | $2,323,094 | $4,870,270 | $3,838.92 | $(13,717) | | 2024 | $1,144,480 | $2,356,913 | $437,478 | $1,440,152 | $185.65 | $(15,586) | | 2023 | $1,778,667 | $(166,177) | $879,812 | $13,507 | $14.35 | $(8,402) |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported represent the amount of total compensation reported for our Chief Executive Officer Chandler D. Robinson for each corresponding covered fiscal year in the “Total” column of the Summary Compensation Table. | | (2) The CAP to our PEO in the table below reflects the adjustments required by applicable SEC rules from total compensation reported in the SCT. | | (3) The dollar amounts reported represent the average of the amounts of total compensation reported for our NEOs as a group (excluding our PEO) for each covered fiscal year in the “Total” column of the SCT. The NEOs (excluding our PEO) for fiscal year 2025 is Quan Vu from March 3, 2025, through December 31, 2025. The NEOs (excluding our PEO) for fiscal year 2024 are Karthik Radhakrishnan from July 1, 2024, through December 31, 2024, and Andrew Cittadine. The NEOs (excluding our PEO) for fiscal year 2023 are Kim R. Tsuchimoto and Andrew Cittadine. | | (4) The CAP to our NEOs on average in the table below reflects the adjustments required by applicable SEC rules from total compensation reported in the SCT. |
PAY VERSUS PERFORMANCE
| | 2025 | | 2024 | | 2023 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Total compensation in SCT | 10,637,821 | 2,323,094 | 1,144,480 | 437,478 | 1,778,667 | 879,812 | | Subtract grant date fair value of awards granted during covered year and shown in SCT | (8,967,821) | (1,754,226) | - | (43,070) | (1,068,167) | (494,461) | | Add the fair value as of the end of the covered year of all awards granted during the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | 11,409,695 | 2,350,590 | - | 229,272 | 86,418 | 40,003 | | Add the amount equal to the change as of the end of the covered year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that were outstanding and unvested as of the end of the covered year | 798,444 | 168,908 | 1,036,489 | 248,198 | (400,876) | (191,639) | | Add, for awards that are granted and vest in the same covered year, the fair value as of the vesting date | 2,326,874 | 429,511 | - | 33,486 | 57,268 | 26,510 | | Add the amount equal to the change as of the vesting date (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the covered year | 1,174,649 | 200,595 | 260,850 | 53,751 | (151,818) | (48,989) | | Subtract, for any awards granted in any prior year that fail to meet the applicable vesting conditions during the covered year, the amount equal to the fair value at the end of the prior fiscal year | - | (121,789) | (84,907) | (20,300) | (467,669) | (197,729) | | Total Adjustment | $6,741,843 | $1,273,588 | $1,212,433 | $501,337 | $(1,944,844) | $(866,305) |
Compensation Actually Paid versus Company Net Income
Compensation Actually Paid versus Company Net Income As shown in the chart above, the Company’s net loss in 2025 was $13.7 million and the PEO CAP was $17.4 million. The 2025 non-PEO CAP was $4.9 million. The Company’s net loss in 2024 was $15.6 million and the PEO CAP was $2.4 million. The 2024 non-PEO CAP was $1.4 million. The Company’s net loss in 2023 was $8.4 million and the PEO CAP was $(0.2) million. The 2023 non-PEO CAP was $0.01 million. The Company does not use net income/loss as a primary metric to determine compensation levels or incentive plan payout.