DEF 14A of TG Therapeutics, Inc.
Filed Apr 30, 2026 · FY20250001437749-26-014233
Q: What percentage of our outstanding common stock do our directors and executive officers own?
Q: What percentage of our outstanding common stock do our directors and executive officers own? A. As of our Record Date of April 14, 2026, our directors and executive officers owned, or have the right to acquire, approximately 8.87% of our outstanding common stock. See the discussion under the heading “Stock Ownership of Our Directors, Executive Officers, and 5% Beneficial Owners” on page 45 for more details.
Our Board of Directors
Our Board of Directors Our Bylaws provide that the Board of Directors (the “Board”) shall consist of one or more members, as determined from time to time by resolution of the Board. Currently, our Board consists of six members. The following individuals are being nominated to serve on our Board (See “Proposal One: Election of Directors; Nominees”):
Our Board of Directors
| | | | Director | | Name | Age | Position | Since | | Michael S. Weiss | 60 | Chairman, Chief Executive Officer and President | 2011 | | Laurence N. Charney | 79 | Lead Independent Director | 2012 | | Yann Echelard | 62 | Director | 2012 | | Kenneth Hoberman | 61 | Director | 2014 | | Daniel Hume | 59 | Director | 2015 | | Sagar Lonial, MD | 59 | Director | 2020 |
Our Board of Directors
The Board does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chairman, as the Board believes that it is in the best interests of the Company to make that determination based on the direction of the Company and the current membership of the Board. The Board has determined that having a director who is an executive officer serve as the Chairman is in the best interest of the Company’s stockholders at this time. In addition, our Board has a Lead Independent Director who is responsible for presiding at regular executive sessions of the independent directors, leading annual independent director evaluations of the Chairman and Chief Executive Officer and serving as a liaison between the Chairman and Chief Executive Officer and the independent directors. TG has a risk management program overseen by Michael S. Weiss, our Chairman, Chief Executive Officer and President, and the Board. Mr. Weiss and management identify material risks and prioritize them for our Board. Our Board regularly reviews information regarding our credit, liquidity, operations, and compliance as well as the risks associated with each. The Board engaged an independent party to conduct a member and committee self-evaluation process, which will continue to be performed annually to evaluate the Board’s effectiveness, corporate governance policies and composition. The self-evaluation process includes interviews by the independent party with each member of the Board. Following the evaluation process, the Board engages in a discussion regarding recommendations made by members of the Board and/or the independent party to determine how to incorporate this feedback to enhance performance by the Board and its various committees. The following biographies set forth the names of our directors and director nominees, their ages, the year in which they first became directors, their positions with us, their principal occupations and employers for at least the past five years, any other directorships held by them during the past five years in companies that are subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), or any company registered as an investment company under the Investment Company Act of 1940, as well as additional information, all of which we believe sets forth each director nominee’s qualifications to serve on the Board. There is no family relationship between and among any of our executive officers or directors. There are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any of them are elected as an officer or director, except as disclosed below. TG adheres to the corporate governance standards adopted by The Nasdaq Stock Market (“Nasdaq”). Nasdaq rules require our Board to make an affirmative determination as to the independence of each director. Consistent with these rules, our Board undertook its annual review of director independence on April 24, 2026. During the review, our Board considered relationships and transactions during 2026 and during the past three fiscal years between each director or any member of his immediate family, on the one hand, and the Company and our subsidiaries and affiliates, on the other hand. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. Based on this review, our Board determined that Yann Echelard, Laurence Charney, Kenneth Hoberman, Daniel Hume and Dr. Sagar Lonial are independent under the criteria established by Nasdaq and our Board. Michael S. Weiss, 60, has served as TG’s Chairman, President and CEO since December 2011. Mr. Weiss is also currently a director of the Company. From 2002 to 2009, Mr. Weiss was the Chairman and Chief Executive Officer of Keryx Biopharmaceuticals, Inc. Mr. Weiss began his professional career as a lawyer with Cravath, Swaine & Moore LLP. He earned his J.D. from Columbia Law School and his B.S. in Finance from The University at Albany. Based on Mr. Weiss’s biotechnology and pharmaceutical industry experience, as well as his extensive management experience, the Board believes that Mr. Weiss has the appropriate set of skills to serve as a member of the Board. Mr. Weiss also serves as a Director and Executive Vice Chairman of Fortress Biotech, Inc., and as Chairman of the board of directors of Mustang Bio, Inc. Additionally, Mr. Weiss co-founded and served as Co-Portfolio Manager and Managing Partner of Opus Point Partners, LLC from 2009 to 2019. Laurence N. Charney, 79, has served on our Board since April 2012. Since 2007, Mr. Charney has served as a business strategist and financial advisor to Boards, CEOs and investors. Previously, from 1970 through June 2007, Mr. Charney was a senior audit partner at Ernst & Young, LLP, a registered public accounting firm, retiring as a practice leader in the Americas Quality and Risk Management Group. Mr. Charney currently serves as a director and audit committee chairman of Kenon Holdings Ltd. In addition, Mr. Charney previously served as a director and audit committee member of Pacific Drillings S.A, Marvel Entertainment, Inc., and other growth-oriented companies. In addition to his extensive experience on the boards of various corporate entities, Mr. Charney is also very active on the boards of several non-profit organizations. Mr. Charney graduated with a BBA degree from Hofstra University and currently serves on the advisory council for the University’s Zarb School of Business and completed the Executive MBA in Business program at Columbia University. Based on Mr. Charney’s financial industry experience and in-depth understanding of our business, the Board believes that Mr. Charney has the appropriate set of skills to serve as a member of the Board. Yann Echelard, 62, has served on our Board since November 2012. Dr. Echelard, current Operating Partner at Flagship Pioneering, has over 30 years of research and biopharmaceutical experience. Dr. Echelard holds a Ph.D. from Université de Montréal and has completed post-doctoral studies at Ludwig Institute of Cancer Research in Montreal (McGill University). As a visiting scientist at the Roche Institute and at Harvard University (Developmental Biology), he had a key role in the isolation and characterization of the Hedgehog genes, the first identified vertebrate morphogens. From 1994 to 2010, he progressed through various positions of increasing responsibility at Genzyme Transgenics Corporation and at GTC Biotherapeutics, including Vice President of Research and Development, Vice President of Corporate and Technology Development, and President. In 1998, he led the scientific team that first performed goat somatic cell nuclear transfer (cloning). In January of 2013, Dr. Echelard became the President and Chief Executive Officer of rEVO Biologics, Inc., the successor of GTC Biotherapeutics, Inc., a position he held until April 2018. Since joining Flagship Pioneering in 2018, Dr. Echelard has successively served as Founding President of Ring Therapeutics and Cellarity, as well as President and Co-Founder of Laronde (now Sail), ProFound Therapeutics, and Ampersand biomedicines. Based on Mr. Echelard’s biotechnology and pharmaceutical industry experience, as well as his extensive management experience, the Board believes that Mr. Echelard has the appropriate set of skills to serve as a member of the Board.
Our Board of Directors
Kenneth Hoberman, 61, has served on our Board since December 2014. Mr. Hoberman is currently the Chief Operating Officer and Corporate Secretary of Stemline Therapeutics, Inc. where he is a key member of the founding team. Mr. Hoberman was instrumental in the company’s financings from early private, including institutional, rounds through the IPO and subsequent follow-on offerings. Mr. Hoberman originated and lead the acquisition of Stemline Therapeutics, Inc. by The Menarini Group. He has extensive financial, accounting, investor relations, corporate governance and business development experience including M&A, strategic alliances and partnerships both domestic and international. Mr. Hoberman’s operational expertise includes regulatory and compliance oversight, human resources, manufacturing, quality assurance and clinical development. He was previously Vice President of Corporate and Business Development of Keryx Biopharmaceuticals, Inc., where he was instrumental in the success of the company. Mr. Hoberman helped to secure multiple sources of capital including over $200 million in equity investments through public and private offerings. He initiated and executed a $100 million strategic alliance and originated, negotiated and closed dozens of licensing and operational contracts, helping to grow the company’s market capitalization to over $1 billion. Mr. Hoberman also led the team that originated, in-licensed, and developed AuryxiaTM, which gained FDA approval in 2014. Mr. Hoberman is also very active on several boards, including Nuvectis Pharma (Nasdaq: NVCT), and Lirum Therapeutics, Inc. Mr. Hoberman received a B.S.B.A. in Finance from Boston University and completed post-baccalaureate studies at Columbia University. Based on Mr. Hoberman’s financial and pharmaceutical industry experience and in-depth understanding of our business, as well as his extensive management experience, the Board believes that Mr. Hoberman has the appropriate set of skills to serve as a member of the Board. Daniel Hume, 59, has served as a member of our Board since June 2015. Mr. Hume is currently a managing partner at Kirby McInerney, LLP. Mr. Hume’s law practice focuses on securities law regulation, structured finance, antitrust, and civil litigation. Mr. Hume is member of the board of directors of for Lirum Therapeutics, a private biopharmaceutical company, and Insight Digital Partners II (DYOR), which is a SPAC focused on merging with high-growth sectors of the digital economy. Mr. Hume was recently a member of the boards of directors of Stemline Therapeutics Inc. (Nasdaq: STML), a late clinical stage biopharmaceutical company, and National Holdings Corporation (Nasdaq: NHLD), a financial services company, until those companies’ successful acquisitions. Mr. Hume is admitted to the New York State Bar and federal courts around the country, including the United States Supreme Court. Mr. Hume received a B.A. in philosophy and graduated magna cum laude from the State University of New York at Albany, and earned a J.D. from the Columbia University Law School, where he served as Notes Editor for the Columbia Journal of Environmental Law. We believe that Mr. Hume is qualified to serve on our Board due to his substantial financial and legal experience as well as his experience on several other boards, some within the pharmaceutical industry. Sagar Lonial, MD, 59, was nominated to serve as a member of our Board in April 2020. Dr. Sagar Lonial earned his medical degree from the University of Louisville School of Medicine. He completed his internship and residency at Baylor College of Medicine in Houston, Texas, followed by a fellowship in hematology and oncology at Emory University School of Medicine in Atlanta, Georgia. His previous laboratory work has focused on evaluating the impact of purified dendritic cell subsets on the nature of immune responses against antigen, and he has completed several trials evaluating the impact of cytokines on dendritic cell content and post-transplant immune recovery. More recently, Dr. Lonial has focused on combinations of novel agents as therapy for myeloma, genomics, and immune status during and after therapy. Dr. Lonial is involved in numerous professional organizations, including the American Society of Clinical Oncology, American Society of Hematology, and the International Myeloma Society, and the Society of Hematology Oncology (SOHO). He has been past president of the SOHO and is currently chair of the education committee and Treasurer. He serves as co Chair of the NCI Myeloma Committee and as Myeloma editor for Clinical Lymphoma, Myeloma and Leukemia. He has received the Celgene Young Investigator Award , Indo American Cancer Association (IACA) Life Time Achievement Award, the COMY Multiple Myeloma Excellence Award for Clinical Science, and the Giants of Cancer Care inductee, The Jean Luc Harrouseau Award, the Robert Kyle Lifetime Achievement Award, and currently holds the Anne and Bernard Gray Family Chair in Cancer. Based on Dr. Lonial’s medical background and significant experience in oncology drug development, the Board believes that Dr. Lonial has the appropriate set of skills to serve as a member of the Board. During 2025, our Board held five meetings. Each incumbent director who served their full term and are standing for election attended at least 75% of the meetings of the Board and the meetings of those committees on which each incumbent director served, in each case during the period that such person was a director. The permanent committees established by our Board are the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, descriptions of which are set forth in more detail below. Our directors are expected to attend each Annual Meeting of Stockholders, and it is our expectation that all of the directors standing for election will attend this year’s Annual Meeting. Last year, all of our directors attended the 2025 Annual Meeting of Stockholders.
Executive Compensation Highlights
| ● | Strong Pay-for-Performance Alignment: Annual incentive payouts were directly tied to the achievement of pre-established corporate goals, resulting in a 131% payout level that reflects strong Company performance. No discretionary adjustments were applied. | | ● | Significant At-Risk Compensation: A substantial majority of executive compensation was delivered in the form of variable, at-risk pay, including annual incentives and long-term equity awards. | | ● | Emphasis on Long-Term Performance: Long-term equity awards, including performance-based awards tied to total shareholder return, align executive compensation with long-term stockholder value creation. | | ● | Independent Oversight and Market Alignment: The Compensation Committee, with the assistance of its independent compensation consultant, evaluates compensation relative to a peer group of companies and market practices. | | ● | Ongoing Evaluation and Governance: The Compensation Committee continues to evaluate the Company’s compensation program in light of Company performance, market practices, and stockholder feedback. |
Compensation Outcomes and Pay-for-Performance Alignment
Compensation Outcomes and Pay-for-Performance Alignment The Compensation Committee believes that 2025 compensation outcomes were strongly aligned with Company performance. The Company’s significant commercial growth, advancement of its clinical pipeline, and achievement of key operational objectives resulted in above-target performance against pre-established corporate goals. The Company’s performance resulted in overall achievement of corporate goals and objectives at 131% for purposes of our annual cash incentive program, and the Compensation Committee approved annual cash incentive payouts at this level. No discretionary adjustments were applied to increase payouts, reinforcing the direct link between performance and compensation outcomes. In addition, a substantial portion of executive compensation continues to be delivered through long-term equity awards, including performance-based awards tied to total shareholder return, further aligning executive compensation with long-term stockholder value creation.
Consideration of Prior Advisory Stockholder Vote on Executive Compensation
Consideration of Prior Advisory Stockholder Vote on Executive Compensation We hold an annual advisory vote on the compensation of our NEOs to provide our stockholders with an opportunity to express their views on our executive compensation program. Our Board and Compensation Committee value this feedback and consider the results of these votes when making compensation decisions. At the 2025 Annual Meeting of Stockholders, approximately 54.3% of the shares represented and entitled to vote at the annual meeting voted to approve the compensation of the Company’s NEOs, as disclosed in our 2025 Proxy Statement. The Compensation Committee recognizes that the 2025 say-on-pay vote received majority stockholder support, reflecting meaningful stockholder interest in the Company’s executive compensation program. The Compensation Committee undertook a review of the Company's executive compensation program, including pay levels, program design, peer group and alignment with shareholder interests. In connection with this review and its ongoing compensation governance process, the Compensation Committee and Board engaged Compensia as its independent compensation consultant (the “Compensation Consultant”) in 2025. The Compensation Consultant assisted the Compensation Committee with peer group selection and benchmarking analyses for 2025. Prior to 2025, the Compensation Committee engaged Arthur J. Gallagher & Co. as its independent compensation consultant from 2022 through 2024. The Compensation Committee will continue to consider the outcome of future say-on-pay votes and ongoing stockholder feedback in making compensation decisions.
Compensation Philosophy, Objectives and Design
| ● | to recognize individual contributions while promoting accountability and shared performance goals; and |
Compensation Philosophy, Objectives and Design
| ● | to support a “pay for performance” framework that emphasizes long-term value creation. |
What We Do
| ● | Engage an independent compensation consultant to advise on compensation levels and program design |
What We Do
| ● | Emphasize variable, at-risk compensation, including annual incentives and long-term equity awards, to align pay with performance and stockholder outcomes | | ● | In 2025, 100% of the equity awards awarded to our Chief Executive Officer were subject to the achievement of specified performance goals |
What We Do
| ● | Annually review our peer group companies and market data in evaluating our compensation program |
What We Do
| ● | Prohibit the repricing of stock options without stockholder approval |
What We Don’t Do
| ● | Do not guarantee bonuses or salary increases |
Determining Executive Compensation
Determining Executive Compensation Role of the Compensation Committee The Compensation Committee oversees our executive compensation programs, including approving incentive programs, granting equity awards, and determining appropriate levels of compensation for our NEOs. While the Compensation Committee draws on a number of resources, including input from the Board and the Chief Executive Officer, to make decisions regarding our executive compensation program, ultimate decision-making authority rests with the Compensation Committee. The Compensation Committee oversees and approves all compensation arrangements and actions for our NEOs. The Compensation Committee relies upon the judgment of its members in making compensation decisions, after reviewing our corporate performance and carefully evaluating an executive’s performance during the year against established goals, operational performance, and business responsibilities. In addition, the Compensation Committee utilizes discretion in the assessment process to respond to and adjust to a dynamic business environment. Information about the Compensation Committee and its composition and responsibilities can be found on page 8 under the caption “Compensation Committee.” Role of the Compensation Consultant The Compensation Committee has engaged compensation consultants to provide advice on the annual compensation for the Company’s Chief Executive Officer, Chief Financial Officer, and non-employee directors. From 2022 through 2024, the Compensation Committee engaged Arthur J. Gallagher & Co. as its independent compensation consultant. During 2024, Arthur J. Gallagher & Co. assisted the Compensation Committee with peer group selection, compiling and analyzing the compensation of the Company’s named executive officers and non-employee directors relative to the peer group, and evaluating the Company’s compensation programs and practices. In 2025, the Compensation Committee engaged Compensia, Inc. as its independent compensation consultant. Compensia reports directly to the Compensation Committee and provides advice on executive and director compensation matters, including peer group selection and market benchmarking. Each compensation consultant engaged by the Compensation Committee reported directly to the Compensation Committee and did not provide any other services to the Company. The Compensation Committee reviews the independence and objectivity of its compensation consultants, and in 2025, considered the specific independence factors adopted by the Commission and the NASDAQ Capital Market and determined that the Compensation Consultant was independent and that its work did not raise any conflicts of interest. Role of the Chief Executive Officer Our Chief Executive Officer develops recommendations regarding the compensation levels for our Chief Financial Officer based upon a subjective assessment of his individual performance during the prior year, the overall performance of the Company achieving its goals and objectives, and overall trends in the marketplace. In addition, each year, management delivers a set of proposed corporate goals and objectives that management believes are essential to the achievement of the Company’s mission and long-term goals and objectives. The Board works with the Compensation Committee to review these recommendations and proposals and to make any modifications deemed appropriate, and the Compensation Committee approves the final compensation levels and goals and objectives for the NEOs.
Benchmarking and Role of Peer Group
Benchmarking and Role of Peer Group On an annual basis, our Compensation Committee analyzes our NEO compensation against competitive market data based on the companies in our peer group. In connection with this annual review, our Compensation Committee also reviews the Company’s peer group and determines whether changes are necessary. While we do not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. In general, our Compensation Committee, in consultation with the Compensation Consultant, establishes a peer group of public companies based on a balance of the following criteria:
Benchmarking and Role of Peer Group
| ● | companies whose number of employees, stage of development, area of therapeutic focus, and various financial metrics including but not limited to market capitalization similar to ours; |
Benchmarking and Role of Peer Group
| ● | companies with similar executive positions to ours; |
Benchmarking and Role of Peer Group
| ● | companies against which we believe we compete for talent; and |
Benchmarking and Role of Peer Group
| ● | companies whose compensation and financial data are publicly available. |
Benchmarking and Role of Peer Group
2025 Compensation – Benchmarking and Peer Group Based on the above criteria, for the purposes of evaluating 2025 base salaries, target bonuses and target long-term compensation of our NEOs, in December 2024 our Compensation Committee reviewed our prior peer group and established our “2024 Peer Group” as disclosed in our proxy statement for the fiscal year ended December 31, 2024, as filed with the SEC on April 30, 2025. We believe that the compensation practices of our 2024 Peer Group provided the appropriate benchmarks for evaluating the compensation of our NEOs for 2025. At the time that we selected our 2024 Peer Group, we ranked in the 46th percentile in terms of revenue, and 44th percentile in terms of market capitalization. Our Compensation Committee recognizes the importance of having a peer group that has been determined by evaluating both qualitative and quantitative factors. 2026 Compensation – Benchmarking and Peer Group In 2025, following the engagement of Compensia as the Compensation Committee’s independent compensation consultant, the Compensation Committee undertook a comprehensive review of its peer group and established a new peer group (the “2025 Peer Group), intended to serve as a long-term, stable benchmark that more closely reflects the Company’s current profile and stage of development. This review was informed by (i) changes in the Company’s profile, including increased commercialization scale, market capitalization, headcount, and stage of development, and (ii) changes within the prior peer group, including the acquisitions of certain prior peer group companies. As a result, the 2025 Peer Group places greater emphasis on commercial-stage biopharmaceutical companies with comparable revenue profiles, market capitalizations, and operational complexity. The Compensation Committee believes that these changes improve the comparability and relevance of the peer group as a benchmarking reference. At the time that we selected our 2025 Peer Group, we ranked approximately at the 32nd percentile in terms of revenue, and the 57th percentile in market capitalization. The 2025 peer group was utilized for the purposes of evaluating 2026 base salaries, target bonuses, and target long-term compensation of our NEOs. Our “2025 Peer Group” is comprised of the following 17 publicly traded companies:
Benchmarking and Role of Peer Group
| Acadia Pharmaceuticals, Inc. | BridgeBio Pharma* | Madrigal Pharmaceuticals, Inc. | | ADMA Biologics* | Corcept Therapeutics* | Neurocrine Biosciences* | | Amicus Therapeutics, Inc. | Halozyme Therapeutics* | SpringWorks Therapeutics* | | Apellis Pharmaceuticals, Inc. | Insmed* | Ultragenyx Pharmaceutical, Inc. | | Axsome Therapeutics * | Ionis Pharmaceuticals* | Vericel Corporation | | Blueprint Medicines Corporation | Krystal Biotech | |
Benchmarking and Role of Peer Group
*Denotes companies that are new to the 2025 peer group +The following companies were removed from our 2024 Peer Group: Agios Pharmaceuticals, Inc., CRISPR Therapeutics AG, Deciphera Pharmaceuticals, Inc., Denali Therapeutics, Inc., Geron Corporation, Iovance Biotherapeutics, Inc., PTC Therapeutics, Inc., Rhythm Pharmaceuticals, Inc., Twist BioScience Corporation, Xenocor, Inc.
Elements of Compensation
| Compensation Element | Purpose | | Base Salary | Base salary represents the fixed portion of an executive’s annual compensation and is intended to recognize the executive’s value to the Company based on skills and experience relative to the responsibilities of his or her position. | | Annual cash incentive awards | Annual cash incentive awards represent the portion of an executive’s compensation that is intended to vary as a direct reflection of Company and individual performance for the year. | | Long-term equity awards | Long-term equity awards are intended to reward performance over a multi-year period, link the interests of executives to those of the stockholders, and encourage retention. Restricted stock awards or stock options generally are issued based upon achievement of corporate goals and objectives in the prior year. | | Health and welfare plans and retirement plan | We provide competitive levels of medical and disability coverage, and retirement benefits under our 401(k) plan. Our executives participate in the same programs offered to all of our eligible employees. | | Severance benefits | Our NEOs have employment agreements that provide for severance benefits in certain circumstances. |
Elements of Compensation
| ● | Our annual cash incentive awards and our annual equity awards are based principally upon the Company’s performance against pre-set corporate goals and objectives and partially upon the Compensation Committee’s assessment of each individual executive’s contribution to the Company’s performance. |
Elements of Compensation
| ● | In 2025, 100% of the annual equity award granted to our Chief Executive Officer is subject to vesting based on the achievement of pre-set performance goals. |
Elements of Compensation
| ● | The ultimate realized value of our equity awards (stock options and restricted stock awards) is tied to our stock price, in alignment with the interests of our stockholders. |
2025 Executive Compensation
We have not disclosed the specific performance metrics applicable to the 2025 corporate goals and objectives because such metrics contain confidential trade secrets and/or confidential commercial or financial information, the disclosure of which would result in competitive harm. Michael S. Weiss. Effective as of June 30, 2021, Mr. Weiss and the Company entered into an amended employment agreement pursuant to which Mr. Weiss’ target annual cash incentive was set at 100% of his base salary. Mr. Weiss’ target annual cash incentive remained unchanged in 2022 through 2024, and the Compensation Committee determined to make no changes to Mr. Weiss’ target annual cash incentive in 2025. Sean A. Power. The Compensation Committee determined to set Mr. Power’s target annual cash incentive for 2025 at 50% of his base salary, which was unchanged from the prior year. As noted above, the level of payment with respect to each executive’s annual cash incentive awards was based upon the Company’s performance against the pre-established corporate goals and objectives noted above (with payout eligible to exceed 100% of the target incentive for performance exceeding the pre-established corporate goals, and with a maximum payout at 150% of the target incentive). In December 2025, the Compensation Committee assessed our overall 2025 performance against the achievement of the corporate goals to determine a total percentage of achievement between 0% and 150%. The Compensation Committee considered the Company’s performance against this goal, as well as the weighting, in assessing overall performance for the 2025 fiscal year. The following represents the major categories of performance goals and the material individual goals within each of those categories:
2025 Executive Compensation
In assessing performance against these goals, the Compensation Committee reviewed each goal and determined whether or not it was achieved. The Compensation Committee then determined an overall percentage of achievement for all goals combined, which resulted in 131% achievement for fiscal year 2025. The above-target payout was primarily driven by strong performance in the Company’s commercial and clinical development objectives, which represented the most heavily weighted components of the annual incentive program. The Compensation Committee also considered the 2025 peer group analysis prepared by the Compensation Consultant in December 2025 when determining the final annual incentive payouts for the NEOs relating to 2025 performance. To reflect the Compensation Committee’s commitment to pay-for-performance, the Compensation Committee approved final annual incentive payout amounts directly tied to the 131% achievement level noted above, which corresponded directly to the Company's strong performance against its pre-established corporate goals. While the Compensation Committee can exercise discretion to increase the size of an annual incentive award based on an assessment of individual performance or other factors, no such discretion was utilized with respect to determining 2025 annual cash incentive payouts. The actual amounts paid to the executives pursuant to their annual cash incentive awards are reported in the “Summary Compensation Table” as non-equity incentive plan compensation. Long-Term Equity Incentive Awards We view equity-based compensation as a critical component of our balanced total executive compensation program, which establishes a performance-oriented culture at the Company for all levels of employees, including our executives. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interest of our executives with those of our stockholders. We rely on these long-term equity awards to attract, motivate, and retain an outstanding executive team and to ensure a strong connection between our executive compensation program and the long-term interests of our stockholders. Michael S. Weiss. Pursuant to Mr. Weiss’ amended employment agreement, beginning in 2022 and for each subsequent year during the term of his employment agreement, the Company will grant Mr. Weiss a number of restricted shares of the Company’s common stock, having a grant date value equal to ten times the sum of Mr. Weiss’ salary and annual cash bonus earned for the prior year, with 100% of such restricted share grant being subject to performance-based vesting conditions based on the Company’s total shareholder return relative to the Nasdaq Biotechnology Index and with Mr. Weiss being required to remain in continuous service with us through the first anniversary of such performance-based condition being satisfied in order for the restricted share grant to become vested. In addition, before granting Mr. Weiss’ 2025 annual long-term equity incentive award, the Compensation Committee considered the following factors:
2025 Executive Compensation
| ● | Mr. Weiss’ unique depth of understanding of the Company, strength of leadership capability and vision to drive the long-term corporate strategy and continued success of the Company; |
2025 Executive Compensation
Following such review, and with Mr. Weiss’ consent, the Compensation Committee granted Mr. Weiss an award of 750,000 shares of restricted stock, which had a grant date fair value of approximately $23.6 million. The shares of restricted stock will vest and become non-forfeitable based on the Company's total shareholder return exceeding the total shareholder return of the Nasdaq Biotechnology Index at the earliest to occur of a three, five, seven or nine year period, and subject further to Mr. Weiss remaining in continuous service with us through the first anniversary of the achievement date. The Compensation Committee believes the total shareholder return-based performance goals applicable to the restricted share award appropriately aligns the interests of Mr. Weiss with those of our stockholders by focusing on long-term stockholder value creation. The terms of the award also serves to promote the retention of Mr. Weiss by requiring him to remain employed through the first anniversary of the performance goal achievement date in order for the award to vest. Sean A. Power. After consideration of the report of the Compensation Consultant, and the level of our achievement of 2024 goals and objectives, in January 2025 the Compensation Committee granted Mr. Power an award of 87,500 shares of restricted stock, with the grant date fair value of such annual long-term incentive award placing Mr. Power between the median and 75th percentile amongst CFOs in the 2024 Peer Group. These shares of restricted stock will vest according to the following schedule: 50% on January 1, 2027, 25% on January 1, 2028, and 25% on January 1, 2029, subject to Mr. Power’s continuous service with us through each applicable vesting date, which serves to align Mr. Power’s interests with that of our stockholders, as the value of his award will grow as our stock price grows, and to promote the retention of Mr. Power by requiring him to remain employed through the applicable vesting dates in order for the award to vest. For additional information regarding our NEOs stock grants, see the “Summary Compensation Table,” the “Grants of Plan-Based Awards Table” and the “Outstanding Equity Awards at 2025 Fiscal Year End” table.
Severance Benefits
Severance Benefits We have employment agreements with our NEOs that provide, among other things, payment and benefits upon certain terminations of employment or a change in control of the Company. These agreements are in line with customary practices with respect to executive level employees at our peer companies. We believe the severance benefits components of these agreements are an important component to recruiting and retaining high quality executive officers. The Compensation Committee also believes change in control benefits serve to minimize the distractions to the executive, reduce the risk that the executive will depart the Company before an acquisition is consummated, and allow the executive to focus on continuing normal business operations and the success of a potential transaction, rather than worrying about how business decisions that may be in our best interest and the interests of our stockholders will impact their own financial security. For more information on Mr. Weiss’ and Mr. Power’s employment agreements see the “Potential Payments upon Termination or Change in Control” section beginning on page 34 of this proxy statement.
Tax and Accounting Considerations
Tax and Accounting Considerations Section 409A of the Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code. Section 280G of the Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans, including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our NEOs in the future, the Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. The terms of each NEO’s employment agreement provides that if payments and benefits provided to the NEO would constitute an “excess parachute payment” for purposes of Section 280G of the Code, the NEO will either have his payments and benefits reduced to the highest amount that could be paid without triggering Section 280G or receive the after-tax amount of his payment and benefits, whichever results in the greater after-tax benefit, taking into account the excise tax imposed under Section 4999 of the Code and any applicable federal, state, and local taxes. Section 162(m) of the Code Section 162(m) of the Code generally sets a limit of $1 million on the amount of compensation that we may deduct for federal income tax purposes in any given year with respect to the compensation of certain executives, including each of our NEOs. Historically, compensation that qualified as “performance-based compensation” under Section 162(m) of the Code could be excluded from this $1 million limit. This exception was repealed with the Tax Cuts and Jobs Act of 2017, effective for taxable years beginning after 2017. While the Compensation Committee may consider the deductibility of compensation as a factor in determining executive compensation, the Compensation Committee retains the discretion to award and pay compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives, without regard to the deductibility of compensation. Accounting Standards ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of RSUs and performance units under our equity incentive award plans will be accounted for under ASC Topic 718. The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.
Responsible Equity Grant Practices
Responsible Equity Grant Practices Our equity grant practices ensure all grants are made on fixed grant dates and at exercise prices or grant prices equal to the fair market value of our common stock on such dates. Equity grants are awarded under our stockholder approved plan, and we do not backdate, reprice or grant equity awards retroactively. Our stockholder approved equity plan prohibits repricing of awards or exchanges of underwater options for cash or other securities without stockholder approval. In response to Item 402(x)(1), we do not currently grant stock options, stock appreciation rights, or similar option-like instruments to our NEOs or other employees or service providers. If in the future we anticipate granting stock options, stock appreciation rights, or similar option-like instruments, we will establish a policy regarding how our Board determines when to grant such awards and how our Board or the Compensation Committee will take material nonpublic information into account when determining the timing and terms of such awards.
Summary Compensation Table
Summary Compensation Table The following table sets forth the cash and other compensation that we paid to our current NEOs or that was otherwise earned by our NEOs for their services in all capacities during 2023, 2024, and 2025. The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table was paid or awarded, are described above under “Compensation Discussion and Analysis.”
Summary Compensation Table
| | | | | | Non-Equity | | | | Name and | | | | Option | Incentive Plan | All Other | | | Principal | | | Stock | Awards | Compensation | Compensation | | | Position | Year | Salary ($) | Awards ($)(1) | ($)(1) | ($)(2) | ($) | Total ($) | | Michael S. Weiss | 2025 | 875,000 | 23,550,000(3) | - | 1,146,250 | - | 25,571,250 | | Chief Executive | 2024 | 875,000 | 16,781,959(4) | - | 1,095,938 | - | 18,752,897 | | Officer and President | 2023 | 875,000 | 16,498,750(5) | - | 1,093,759 | - | 18,467,509 | | Sean A. Power | 2025 | 500,000 | 2,919,875 | - | 327,500 | 21,000(6) | 3,768,375 | | Chief Financial Officer, Treasurer | 2024 | 480,000 | 1,473,750 | - | 300,600 | - | 2,254,350 | | and Corporate Secretary | 2023 | 445,578 | 1,196,800 | - | 225,000 | - | 1,867,378 |
Summary Compensation Table
| (1) Reflects the aggregate grant date fair value of stock and option awards granted by the Company as computed under FASB ASC Topic 718. The grant date fair value of the time-based restricted stock awards is based on the fair market value of the underlying shares on the date of grant and does not take into account any estimated forfeitures. The grant date value for the milestone-based restricted stock awards reflected in the table is based on the fair market value of the shares on the date the milestones were established and does not take into account any potential forfeitures. The grant date fair value for equity awards containing a market condition are valued using advanced option-pricing models, such as Monte Carlo simulation. The effect of a market condition is reflected in the award’s fair value on the grant date. |
Summary Compensation Table
| (2) Amounts for a fiscal year represent annual cash bonuses earned in that fiscal year under our annual cash incentive program and paid in the subsequent fiscal year based on the achievement of certain performance goals and objectives under our annual incentive program. | | (3) Reflects the grant date fair value of the grant to Mr. Weiss of 750,000 shares of restricted stock in 2025. This grant will vest on the first anniversary of the date on which the first of any of the following occur, subject to Mr. Weiss remaining in continuous service with us through such first anniversary: (i) the Company's TSR exceeds the TSR of the Nasdaq Biotechnology Index (NBI) over a 3-year period; (ii) the Company's TSR exceeds the TSR of the NBI over a 5-year period; (iii) the Company's TSR exceeds the TSR of the NBI over a 7-year period; or (iv) the Company's TSR exceeds the TSR of the NBI over a 9-year period. |
Summary Compensation Table
| (4) Reflects the grant date fair value of the grant to Mr. Weiss of 1,001,908 shares of restricted stock in 2024. This grant will vest on the first anniversary of the date on which the first of any of the following occur, subject to Mr. Weiss remaining in continuous service with us through such first anniversary: (i) the Company's TSR exceeds the TSR of the Nasdaq Biotechnology Index (NBI) over a 3-year period; (ii) the Company's TSR exceeds the TSR of the NBI over a 5-year period; (iii) the Company's TSR exceeds the TSR of the NBI over a 7-year period; or (iv) the Company's TSR exceeds the TSR of the NBI over a 9-year period. |
Summary Compensation Table
| (5) Reflects the grant date fair value of the grant to Mr. Weiss of 985,000 shares of restricted stock in 2023. This grant will vest on the first anniversary of the date on which the first of any of the following occur, subject to Mr. Weiss remaining in continuous service with us through such first anniversary: (i) the Company's TSR exceeds the TSR of the NBI over a 3-year period; (ii) the Company's TSR exceeds the TSR of the NBI over a 5-year period; (iii) the Company's TSR exceeds the TSR of the NBI over a 7-year period; or (iv) the Company's TSR exceeds the TSR of the NBI over a 9-year period. |
Summary Compensation Table
| (6) Includes company contributions under the 401(k) match program consistent with those provided to all of our employees. |
Grants of Plan-Based Awards For Fiscal Year 2025
Grants of Plan-Based Awards For Fiscal Year 2025 The following table below sets forth the individual grants of awards made to each of our NEOs during 2025. For a description of the individual amounts indicated below, please see our Compensation Discussion and Analysis beginning on page 14 of this proxy statement.
Grants of Plan-Based Awards For Fiscal Year 2025
| | | | | | All other | All other | | | | | | | | | Stock | Option | | | | | | | | | Awards: | Awards: | Exercise | | | | | | | | Number of | Number of | or | | | | | | | | Shares | Securities | Base Price | | | | Estimated Future Payouts Under | | | | of Stock | Underlying | of Options | Grant Date | | | Non-Equity Incentive Plan Awards(1) | | | | or Units | Options | Awards | Fair Value of | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | (#)(2) | (#) | ($/sh) | Awards ($)(3) | | Mr. Weiss | 01/29/25 | - | 875,000 | 1,312,500 | 750,000 | - | - | 23,550,000 | | Mr. Power | 01/29/25 | - | 250,000 | 375,000 | 87,500 | - | - | 2,919,875 |
Grants of Plan-Based Awards For Fiscal Year 2025
| (1) Represents target payout values for 2025 cash performance awards, assuming 100% achievement of corporate goals and objectives and a maximum payout based on full achievement of allotment of goals and objectives approved for 2025 (150%). The actual amount earned by each NEO in 2025 is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table on page 27 of this proxy statement. |
Grants of Plan-Based Awards For Fiscal Year 2025
| (2) Award of time and/or milestone based vesting restricted stock under the 2022 Incentive Plan. |
Grants of Plan-Based Awards For Fiscal Year 2025
| (3) Reflects the aggregate grant date fair value of stock and option awards granted by the Company as computed under FASB ASC Topic 718. The grant date fair value of the time-based restricted stock awards is based on the fair market value of the underlying shares on the date of grant and does not take into account any estimated forfeitures. The grant date fair value for equity awards containing a market condition are valued using advanced option-pricing models, such as Monte Carlo simulation. The effect of a market condition is reflected in the award’s fair value on the grant date. |
Grants of Plan-Based Awards For Fiscal Year 2025
For a description of the vesting schedules of the equity awards, please see the Outstanding Equity Awards at 2025 Fiscal Year End Table below. The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Grants of Plan-Based Awards table was paid or awarded, are described above under “Compensation Discussion and Analysis.”
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information concerning equity awards that are outstanding as of December 31, 2025 for each of our NEOs. For stock awards, this value is based on the closing price of our common stock on December 31, 2025 of $29.81.
Outstanding Equity Awards at 2025 Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | Number of | Number of | | | | Market | | | Securities | Securities | | | Number of | Value of | | | Underlying | Underlying | | | Shares or Units | Shares or Units | | | Unexercised | Unexercised | Option | Option | of Stock That | of Stock That | | | Options (#) | Options (#) | Exercise | Expiration | Have Not | Have Not | | Name | Exercisable | Unexercisable | Price ($) | Date | Vested (#) | Vested ($) | | Mr. Weiss | | | | | 1,556,029(1) | 46,385,224 | | | | | | | 1,080,770(2) | 32,217,754 | | | | | | | 985,000(3) | 29,362,850 | | | | | | | 1,001,908(4) | 29,866,877 | | | | | | | 750,000(5) | 22,357,500 | | | 500,000 | | $6.90 | 3/15/2029 | | | | | 1,266,666 | 633,334(6) | $7.00 | 7/20/2027 | | | | Mr. Power | | | | | | | | | | | | | 42,500(7) | 1,266,925 | | | | | | | 56,250(8) | 1,676,813 | | | | | | | 87,500(9) | 2,608,375 | | | 3,750 | - | $11.30 | 2/1/2028 | | | | | 115,000 | - | $4.10 | 12/31/2028 | | | | | 50,000 | - | $6.90 | 3/15/2029 | | | | | 200,000 | - | $7.00 | 7/20/2027 | | |
Outstanding Equity Awards at 2025 Fiscal Year End
| (1) Restricted stock granted for Mr. Weiss’ services as Executive Chairman on June 22, 2020, under the 2012 Incentive Plan. The shares vest according to the following schedule: 25% on February 15, 2027, 25% on May 15, 2027, 25% on August 15, 2027, and 25% on November 15, 2027, subject to Mr. Weiss remaining in continuous service with us through each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (2) Restricted stock granted for Mr. Weiss’ services as Executive Chairman on June 18, 2021, under the 2012 Incentive Plan. The shares vest on the date that the market capitalization of the Company is $500 million greater than the market capitalization on the date of grant as measured within a five-year timeframe, but in no event before December 1, 2026, subject to Mr. Weiss remaining in continuous service with us through the applicable vesting date. During 2025 the market capitalization threshold was achieved. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (3) Restricted stock granted to Mr. Weiss on March 12, 2023, under the 2022 Incentive Plan. The shares vest on the first anniversary of the date on which the first of any of the following occur, subject to Mr. Weiss remaining in continuous service with us through such first anniversary: (i) the Company's total shareholder return (TSR) exceeds the TSR of the Nasdaq Biotechnology Index (NBI) over a 3-year period; (ii) the Company's TSR exceeds the TSR of the NBI over a 5-year period; (iii) the Company's TSR exceeds the TSR of the NBI over a 7-year period; or (iv) the Company's TSR exceeds the TSR of the NBI over a 9-year period. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (4) Restricted stock granted to Mr. Weiss on January 6, 2024, under the 2022 Incentive Plan. The shares vest on the first anniversary of the date on which the first of any of the following occur, subject to Mr. Weiss remaining in continuous service with us through such first anniversary: (i) the Company's total shareholder return (TSR) exceeds the TSR of the Nasdaq Biotechnology Index (NBI) over a 3-year period; (ii) the Company's TSR exceeds the TSR of the NBI over a 5-year period; (iii) the Company's TSR exceeds the TSR of the NBI over a 7-year period; or (iv) the Company's TSR exceeds the TSR of the NBI over a 9-year period. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (5) Restricted stock granted to Mr. Weiss on January 29, 2025, under the 2022 Incentive Plan. The shares vest on the first anniversary of the date on which the first of any of the following occur, subject to Mr. Weiss remaining in continuous service with us through such first anniversary: (i) the Company's total shareholder return (TSR) exceeds the TSR of the Nasdaq Biotechnology Index (NBI) over a 3-year period; (ii) the Company's TSR exceeds the TSR of the NBI over a 5-year period; (iii) the Company's TSR exceeds the TSR of the NBI over a 7-year period; or (iv) the Company's TSR exceeds the TSR of the NBI over a 9-year period. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (6) Stock options granted to Mr. Weiss on July 20, 2022, under the 2022 Incentive Plan. The remaining unvested stock options will vest on July 20, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (7) Restricted stock granted to Mr. Power on March 12, 2023, under the 2022 Incentive Plan. These shares vest according to the following schedule: 100% on January 1, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (8) Restricted stock granted to Mr. Power on January 5, 2024, under the 2022 Incentive Plan. These shares vest according to the following schedule: 67% on January 1, 2027, and 33% on January 1, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (9) Restricted stock granted to Mr. Power on January 29, 2025, under the 2022 Incentive Plan. These shares vest according to the following schedule: 50% on January 1, 2027, 25% on January 1, 2028, and 25% on January 1, 2029. |
Stock Vested in Fiscal Year 2025
Stock Vested in Fiscal Year 2025 The following table provides information concerning the vesting of restricted stock awards during the year ended December 31, 2025. During 2025, our NEOs did not exercise any stock options.
Stock Vested in Fiscal Year 2025
| | Stock Awards | | | | Number of | | | | Shares Acquired | Value Realized | | Name | on Vesting (#) | on Vesting ($) | | Mr. Weiss | - | - | | Mr. Power | 45,000 | 1,354,500 |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control As detailed above, we have employment agreements with Mr. Weiss and Mr. Power that provide certain compensation and benefits in the event of the termination of their employment under certain conditions. In addition, our equity plan provides certain benefits in connection with a change in control. Equity Plan Pursuant to the terms of the 2012 Incentive Plan, upon the occurrence of a change in control, any awards outstanding under such plan will become fully vested. Pursuant to the terms of the 2022 Incentive Plan, outstanding unvested stock awards granted under such plan will vest upon a qualifying change in control (i) if the awards are not equitably converted or substituted in connection with the change in control or (i) if the awards are equitably converted or substituted and the employee is terminated without cause, or resigns for good reason, within two years after the effective date of the change in control. Michael S. Weiss The table below summarizes the value of potential payments and benefits that Mr. Weiss would receive if his employment was terminated on December 31, 2025 under the circumstances shown, or if a change in control of the Company occurred on December 31, 2025. The table excludes amounts that would be paid in the normal course of continued employment, such as accrued but unpaid salary. Actual amounts to be paid can only be determined at the time of such termination of service or change in control. Any amounts shown below to be paid in connection with a change in control do not reflect any 280G “net better of” reduction that might be made in accordance with the terms of Mr. Weiss’ employment agreement.
Potential Payments upon Termination or Change in Control
| | | | | Termination | | | | | | | Other Than For | | | | | Termination | Termination | Cause; | | | | | for Cause or | Other Than | Resignation For | | | | | Resignation | For Cause; | Good Reason | Change in | | | Death or | without | Resignation | (Following a | Control (Absent | | | Disability | Good Reason | for Good | Change in | Termination)(2)(3) | | Type of Payment | ($) | ($) | Reason ($) | Control) ($) | ($) | | Cash Severance | - | - | 3,500,000 | 5,250,000 | - | | Pro-Rated Target Bonus | 875,000 | - | 875,000 | 875,000 | - | | Continuation of Health Benefits | - | - | 68,212 | 90,949 | - | | Value of Accelerated Equity (1) | 176,247,756 | - | 176,247,756 | 176,247,756 | 176,247,756 | | Total | 177,122,756 | - | 180,690,968 | 182,463,705 | 176,247,756 |
Potential Payments upon Termination or Change in Control
| (1) Represents the fair market value of restricted shares that would become vested upon the applicable event, based on the closing price of our stock on December 31, 2025 ($29.81), the last trading day of the most recently completed fiscal year. For purposes of this calculation, with respect to an outstanding stock option, the value included here is the “in the money value” or the amount the closing price of our common stock on December 31, 2025 exceeds the exercise price of the outstanding stock option. |
Potential Payments upon Termination or Change in Control
| (2) Outstanding unvested stock awards issued under our 2012 Incentive Plan vest upon a qualifying change in control. As described above, outstanding unvested awards granted under our 2022 Incentive Plan will vest upon a qualifying change in control (i) if the awards are not equitably converted or substituted in connection with the change in control or (i) if the awards are equitably converted or substituted and the employee is terminated without cause, or resigns for good reason, within two years after the effective date of the change in control. The amount included includes the fair market value of 2,636,799 unvested restricted shares issued to Mr. Weiss under the 2012 Incentive plan and 2,736,908 unvested restricted shares and 633,334 unvested stock options issued under the 2022 Incentive Plan. |
Potential Payments upon Termination or Change in Control
| (3) In the event of a change in control in excess of $10 billion, Mr. Weiss also would be entitled to a $16.7 million special cash bonus. |
Potential Payments upon Termination or Change in Control
Sean A. Power The table below summarizes the value of potential payments and benefits that Mr. Power would receive if his employment was terminated on December 31, 2025 under the circumstances shown, or if a change in control of the Company occurred on December 31, 2025. The table excludes amounts that would be paid in the normal course of continued employment, such as accrued but unpaid salary. Actual amounts to be paid can only be determined at the time of such termination of service. Any amounts shown below to be paid in connection with a change in control do not reflect any 280G “net better of” reduction that might be made in accordance with the terms of Mr. Power’s employment agreement.
Potential Payments upon Termination or Change in Control
| | | | | Termination | | | | | | | Other Than For | | | | | Termination | Termination | Cause; | | | | | for Cause or | Other Than | Resignation For | | | | | Resignation | For Cause; | Good Reason | Change in | | | Death or | without | Resignation | (Following a | Control (Absent | | | Disability | Good Reason | for Good | Change in | Termination)(2) | | Type of Payment | ($) | ($) | Reason ($) | Control) ($) | ($) | | Cash Severance | - | - | 375,000 | 750,000 | - | | Pro-Rated Target Bonus | 250,000 | - | 250,000 | 250,000 | - | | Continuation of Health Benefits | - | - | 45,475 | 45,475 | - | | Value of Accelerated Equity (1) | 5,552,113 | - | 5,552,113 | 5,552,113 | 5,552,113 | | Total | 5,802,113 | - | 6,222,588 | 6,597,588 | 5,552,113 |
Potential Payments upon Termination or Change in Control
| (1) Represents the fair market value of restricted shares that would become vested upon the applicable event, based on the closing price of our stock on December 31, 2025 ($29.81), the last trading day of the most recently completed fiscal year. For purposes of this calculation, with respect to any outstanding stock option, the value included here is the “in the money value” or the amount the closing price of our common stock on December 31, 2025 exceeds the exercise price of the outstanding stock option. |
Potential Payments upon Termination or Change in Control
| (2) Outstanding unvested stock awards issued under our 2012 Incentive Plan vest upon a qualifying change in control. As described above, outstanding unvested awards granted under our 2022 Incentive Plan will vest upon a qualifying change in control (i) if the awards are not equitably converted or substituted in connection with the change in control or (i) if the awards are equitably converted or substituted and the employee is terminated without cause, or resigns for good reason, within two years after the effective date of the change in control. The amount included includes the fair market value of 186,250 unvested restricted shares issued to Mr. Power under the 2022 Incentive Plan. |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Michael S. Weiss, our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies. For fiscal year 2025, our last completed fiscal year, the median of the annual total compensation of all employees of the Company (other than our CEO) was $306,004, and the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $25,571,250. Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 67 to 1. We identified our median employee by examining 2025 Box 1 W-2 taxable income amounts for all individuals, excluding our CEO, who were employed by us on December 31, 2025, whether on a full-time or part-time basis. We annualized the compensation for any permanent (full-time or part-time) employees that were not employed by us for all of 2025. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our NEOs as set forth in the 2025 Summary Compensation Table above.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Background Item 402(v) of the SEC’s Regulation S-K, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires disclosure of information that demonstrates the relationship between executive “compensation actually paid” (CAP) and our performance against several specific financial metrics. We have included the table and disclosure below in accordance with the final rule, which became effective on October 11, 2023. For further information regarding our executive compensation programs, the metrics the Compensation Committee used to set executive compensation for 2025 and our pay-for-performance philosophy, please refer to “Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| | | | | | Value of Initial Fixed | | | | | | | | | | $100 Investment Based | | | | | | | | | | On: | | | | | | | | Average | | | | | | | | | | Summary | Average | | Peer Group | Net | Company | | | Summary | | Compensation | Compensation | Company | Total | Income | Selected | | | Compensation | Compensation | Table Total for | Actually Paid | Total | Shareholder | (Loss) | Financial | | | Table Total for | Actually Paid to | Non-PEO | to Non-PEO | Shareholder | Return | (in | Measure: Revenue | | Year | PEO ($)(1) | PEO ($)(2) | NEOs ($)(3) | NEOs ($)(4) | Return ($)(5) | ($)(6) | millions) ($) | (in millions) ($) | | 2025 | 25,571,250 | 28,297,709 | 3,768,375 | 3,407,238 | 57 | 120 | 447.2 | 616.3 | | 2024 | 18,752,897 | 91,737,003 | 2,254,350 | 3,933,225 | 58 | 91 | 23.4 | 329 | | 2023 | 18,467,509 | 41,175,772 | 1,867,378 | 5,216,516 | 33 | 92 | 12.7 | 233.7 | | 2022 | 10,435,150 | (42,942,247) | 1,965,900 | 1,548,350 | 23 | 89 | (198.3) | 2.8 | | 2021 | 42,666,831 | (114,073,313) | 1,509,360 | (9,794,803) | 37 | 99 | (348.1) | 6.7 |
PAY VERSUS PERFORMANCE TABLE
| (1) Amounts represent amounts reported for the Company’s principal executive officer (PEO), Mr. Weiss, in the “Total” column of the Summary Compensation Table (SCT) in each applicable year. |
PAY VERSUS PERFORMANCE TABLE
| (2) Amounts represent Compensation Actually Paid (CAP) to the PEO, Mr. Weiss, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Weiss during the applicable year. As required by the rules of the Commission, the CAP amount for each year is determined by deducting from the SCT total compensation for the relevant year the amounts reported under the “Stock Awards” and “Option Awards” columns in the SCT and adding (or subtracting, as applicable) the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The adjustments to determine CAP for Mr. Weiss are as follows: |
PAY VERSUS PERFORMANCE TABLE
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for amounts reported under the "Stock Awards" and “Option Awards” columns in the SCT | (23,550,000) | (16,781,959) | (16,498,750) | (8,466,400) | (40,593,721) | | Fair value of awards granted during year that remain outstanding and unvested as of year-end | 20,205,000 | 29,315,828 | 16,498,750 | 16,454,000 | 21,606,116 | | Fair value of awards granted during year that vest during year | - | - | - | - | - | | Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | 1,521,660 | 58,969,947 | 22,708,263 | (19,310,194) | (137,752,539) | | Change in fair value from prior year-end to current year-end of awards granted in prior years that vested during year | 4,549,799 | 1,480,290 | - | (42,054,803) | - | | Fair value of awards granted in prior years that were forfeited during year | - | - | - | - | - | | Incremental fair value of awards modified during year | - | - | - | - | - | | Total | 2,726,459 | 72,984,106 | 22,708,263 | (53,377,397) | (156,740,144) |
PAY VERSUS PERFORMANCE TABLE
| (3) Amounts represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. The sole non-CEO NEO during these years was Mr. Power. |
PAY VERSUS PERFORMANCE TABLE
| (4) Amounts represent CAP to the sole non-PEO NEO, Mr. Power, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Power during the applicable year. As required by the rules of the Commission, the following adjustments were made to the SCT total compensation for each year to determine the CAP for Mr. Power, using the same methodology as described above in footnote 2: |
PAY VERSUS PERFORMANCE TABLE
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for amounts reported under the "Stock Awards" and “Option Awards” columns in the SCT | (2,919,875) | (1,473,750) | (1,196,800) | (1,313,300) | (939,000) | | Fair value of awards granted during year that remain outstanding and unvested as of year-end | 2,608,375 | 2,257,500 | 1,451,800 | 1,708,250 | 475,000 | | Fair value of awards granted during year that vest during year | - | - | - | 477,000 | - | | Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | (28,638) | 895,125 | 843,438 | (1,289,500) | (10,792,200) | | Change in fair value from prior year-end to current year-end of awards granted in prior years that vested during year | - | - | 2,201,500 | - | (47,963) | | Fair value of awards granted in prior years that were forfeited during year | - | - | 49,200 | - | - | | Incremental fair value of awards modified during year | - | - | - | - | - | | Total | (340,138) | 1,678,875 | 3,349,138 | (417,550) | (11,304,163) |
PAY VERSUS PERFORMANCE TABLE
| (5) Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. |
PAY VERSUS PERFORMANCE TABLE
| (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the NASDAQ Biotechnology Index. |
PAY VERSUS PERFORMANCE TABLE
Pay Versus Performance Tabular List We believe the following financial performance measure represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the year ended December 31, 2025:
PAY VERSUS PERFORMANCE TABLE
| ● | Revenue |
PAY VERSUS PERFORMANCE TABLE
The list only includes one financial measure, revenue, because that is the only financial performance measure used in 2025. In our “Compensation Discussion and Analysis” above, we described how our executive compensation programs are effective at incentivizing and retaining our executives and closely aligning the interests of our senior management team with those of our shareholders.
Pay Versus Performance Relationship Disclosures
Pay Versus Performance Relationship Disclosures Compensation Actually Paid and Cumulative Total Shareholder Return The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEO, with our cumulative total stockholder return for the years ended December 31, 2025, 2024, 2023, 2022, and 2021. Total stockholder return amounts reported in the graph assume an initial fixed investment of $100 on December 31, 2020. Compensation Actually Paid and Net Income (Loss) The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEO, with our net income (loss) for the years ended December 31, 2025, 2024, 2023, 2022, and 2021. Compensation Actually Paid and Company Selected Financial Measure The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEO, with our Company selected financial measure, revenue, for the years ended December 31, 2025, 2024, 2023, 2022, and 2021.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Under our non-employee director compensation program, we pay our non-employee directors a cash retainer (paid quarterly) for service on the Board and separately for service on each committee on which the director is a member. The lead independent director and the chairman of each committee receive additional retainers for such service. Each non-employee director receives reimbursement for reasonable travel expenses incurred in attending meetings of our Board and Board committees. In 2025, our Compensation Committee reviewed a report of the Compensation Consultant on non-executive director compensation, which included benchmarking relative to the 2025 Peer Group utilized for NEO compensation. In an effort to attract, motivate, and retain high-performing and diverse non-executive director talent, and to align their interests with those of our shareholders, the Compensation Committee decided to maintain overall cash compensation levels for 2025-2026 at amounts similar to the prior year. Minor increases were made to the retainer fees for the Audit Committee Chairman, Compensation Committee Chairman, and Compensation Committee members to better align those roles with the 2025 Peer Group. In addition, as part of the Compensation Committee’s review and consultation with the independent Compensation Consultant, it was determined that annual equity grants for directors would be awarded on a dollar-denominated basis, which the Compensation Committee believes provides a consistent and transparent approach to equity compensation and aligns with prevailing market practice. The Compensation Committee also considers the size of the Company’s Board in evaluating director compensation. The Company maintains a smaller board than many of its peers, and as a result, the aggregate cost of director compensation is below that of many similarly situated companies, while still providing competitive compensation to attract and retain qualified directors. Fees paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member are as follows:
DIRECTOR COMPENSATION
| | Member Annual Retainer | Lead Director or Committee Chair | | Board of Directors | $70,000 | $40,000 | | Audit Committee | $12,500 | $25,000 | | Compensation Committee | $10,000 | $20,000 | | Nominating and Corporate Governance Committee | $5,000 | $15,000 |
DIRECTOR COMPENSATION
Equity Compensation. Our non-employee directors receive the following equity compensation under the 2022 Incentive Plan.
DIRECTOR COMPENSATION
| ● | Initial Stock Grant. Non-employee directors receive 50,000 shares of restricted common stock upon initial election or appointment to the Board. The stock will vest in equal annual installments over three years, beginning on the third anniversary of the date of grant. |
DIRECTOR COMPENSATION
| ● | Annual Equity Grants. Following the initial stock grant, non-employee directors will receive dollar-denominated (rather than share-denominated) annual awards of restricted stock having a total fair market value of $550,000. Such grants of restricted stock will generally vest on the one-year anniversary of the grant date, subject to the director's continued service. In addition, in recognition of the additional responsibilities and time commitment associated with the role, the lead independent director received an additional annual restricted stock grant having a total fair market value of $250,000 vesting on the one-year anniversary of the grant date, subject to the director's continued service. |
2025 Director Compensation
2025 Director Compensation The following table sets forth the cash and other compensation paid by the Company to the members of the Board for all services in all capacities during 2025.
2025 Director Compensation
| | Fees Earned or | Stock | | | | | Paid in Cash | Awards | Option Awards | | | Name | ($)(1) | ($)(2)(3) | ($) | Total ($) | | Laurence N. Charney | 143,000 | 800,017 | - | 943,017 | | Kenneth Hoberman | 101,000 | 550,012 | - | 651,012 | | Daniel Hume | 96,750 | 550,012 | - | 646,762 | | Yann Echelard | 96,750 | 550,012 | - | 646,762 | | Sagar Lonial, M.D. | 94,250 | 550,012 | - | 644,262 |
2025 Director Compensation
| (1) Represents cash retainer for serving on our Board and committees of the Board. |
2025 Director Compensation
| (2) Reflects the aggregate grant date fair value of stock awards granted by the Company as computed under FASB ASC Topic 718. The grant date fair value of the stock awards is based on the fair market value of the underlying shares on the date of grant and does not take into account any estimated forfeitures. |
2025 Director Compensation
| (3) All non-employee directors received a grant of 14,718 shares of restricted stock for their annual restricted stock grant, with the lead independent director receiving an additional 6,690 shares as discussed above. Grants of restricted stock will vest on June 12, 2026, subject to the director's continued service. |
2025 Director Compensation
The following table shows the number of stock awards granted to each director during 2025, and the grant date fair value for each award (determined in accordance with FASB ASC Topic 718) (during 2025 no option awards were granted to directors).
2025 Director Compensation
| | | | Grant Date Fair Value | | Name | Grant Date | Stock Awards (#) (1) | of Awards ($) | | Laurence N. Charney | 6/12/2025 | 21,408 | 800,017 | | Kenneth Hoberman | 6/12/2025 | 14,718 | 550,012 | | Daniel Hume | 6/12/2025 | 14,718 | 550,012 | | Yann Echelard | 6/12/2025 | 14,718 | 550,012 | | Sagar Lonial, M.D. | 6/12/2025 | 14,718 | 550,012 |
2025 Director Compensation
| (1) All non-employee directors received a grant of 14,718 shares of restricted stock for their annual restricted stock grant, with the lead independent director receiving an additional 6,690 shares as discussed above. Grants of restricted stock will vest on June 12, 2026, subject to the director's continued service. |
2025 Director Compensation
As of December 31, 2025, the following aggregate number of unvested restricted stock awards were held by each of our non-employee directors. No stock options have been granted to our non-employee directors.
2025 Director Compensation
| Name | Stock Awards (#) | | Laurence N. Charney | 123,658 | | Kenneth Hoberman | 135,700 | | Daniel Hume | 135,700 | | Yann Echelard | 199,816 | | Sagar Lonial, M.D. | 14,718 |
ELECTION OF DIRECTORS; NOMINEES
ELECTION OF DIRECTORS; NOMINEES Our Bylaws provide that the Board shall consist of one or more members, as determined from time to time by resolution of the Board. Our Board currently consists of six members. The nominated directors are Michael S. Weiss, Laurence N. Charney, Yann Echelard, Kenneth Hoberman, Daniel Hume, and Sagar Lonial, MD. For information about each of the nominees and our Board generally, please see “Corporate Governance – Our Board of Directors” beginning on page 5. If elected, the nominees will hold office until the next annual meeting and until a respective successor is elected and has been qualified, or until such director resigns or is removed from office. Management expects that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, your proxy will be voted for the election of another nominee to be designated by a majority of the independent directors serving on our Board. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR. PROPOSAL TWO: