DEF 14A of UroGen Pharma Ltd.
Filed Apr 30, 2026 · FY20250001437749-26-014237
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board currently consists of seven directors. There are seven nominees for director this year, consisting of the following incumbent directors: Arie Belldegrun, M.D.; Elizabeth Barrett; Cynthia M. Butitta; Stuart Holden, M.D.; James A. Robinson, Jr.; Leana S. Wen, M.D., M.Sc.; and Daniel G. Wildman. Each director to be elected and qualified will hold office until our next annual meeting of shareholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of the Company who was previously elected by the shareholders. It is the Company’s policy to invite director nominees to attend each annual meeting of shareholders. Three of our directors then serving on our Board attended the 2025 annual meeting of shareholders. Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s seven nominees. Each of the directors nominated by the Board has consented to serving as a nominee, being named in this proxy statement, and serving on the Board if elected. Each director elected at the Annual Meeting will be elected to serve until our next annual meeting of shareholders. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. The Company’s management has no reason to believe that any nominee will be unable to serve.
Nominees for Election
Nominees for Election Our Nominating and Corporate Governance Committee and our Board seek to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, our Board has identified and evaluated nominees in the broader context of our Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that our Board views as critical to effective functioning of our Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that qualify such person to serve on our Board.
Nominees for Election
| Name | Age | Position Held With the Company | | Arie Belldegrun, M.D. | 76 | Chair of the Board | | Elizabeth Barrett | 63 | President, Chief Executive Officer and Director | | Cynthia M. Butitta | 71 | Director | | Stuart Holden, M.D. | 83 | Director | | James A. Robinson, Jr. | 56 | Director | | Leana S. Wen, M.D., M.Sc. | 43 | Director | | Daniel G. Wildman | 69 | Director |
Nominees for Election
Arie Belldegrun, M.D. has served as our Chair of the Board since December 2012. Dr. Belldegrun is a co-founder of Allogene Therapeutics, a public biopharmaceutical company, and has served as Executive Chairman of its board of directors since November 2017. From March 2014 until October 2017, Dr. Belldegrun served as the President and Chief Executive Officer of Kite Pharma, Inc. and as a member of its board of directors from June 2009 until October 2017. He was also a Director of Gingko Bioworks (from September 2021 to November 2024) and Chairman of Kronos Bio, Inc. (November 2017 to June 2025). Dr. Belldegrun currently serves as Chairman of Bellco Capital LLC (since 2004); Chairman and Partner of Two River (since June 2009); Co-chairman of Breakthrough Properties LLC and Breakthrough Services, L.L.C. (since April 2019); Co-chairman of Symbiotic Capital (since June 2023); and Director of ByHeart, Inc. (since October 2019). Dr. Belldegrun is also Senior Managing Director of Vida Ventures, LLC (since November 2017). Dr. Belldegrun is a Research Professor, holds the Roy and Carol Doumani Chair in Urologic Oncology, and is Founder and Director of the UCLA Institute of Urologic Oncology at the David Geffen School of Medicine at UCLA. Prior to joining UCLA, Dr. Belldegrun was at the National Cancer Institute/NIH as a research fellow in surgical oncology and immunotherapy under Dr. Steven A. Rosenberg. He completed his M.D. at the Hebrew University Hadassah Medical School in Jerusalem, his post-graduate studies in Immunology at the Weizmann Institute of Science, and his residency in urologic surgery at Harvard Medical School. He has authored several books on oncology and more than 500 scientific and medical papers related to urological cancers, immunotherapy, gene therapy and cancer vaccines. He is certified by the American Board of Urology and the American Association of Genitourinary Surgeons. Our Board believes Dr. Belldegrun’s business and medical knowledge and experience qualify him to serve on our Board. Elizabeth Barrett has served as our President and Chief Executive Officer and as a director since January 2019. Prior to joining UroGen, Ms. Barrett served as the Chief Executive Officer of Novartis Oncology and a member of the Novartis Executive Committee since February 2018. Prior to Novartis, Ms. Barrett served at Pfizer Inc. in various leadership capacities, most recently as the Global President of Oncology and, before that, as President of Global Innovative Pharma for Europe, President of the Specialty Care Business Unit for North America, and Regional President of United States Oncology. Prior to Pfizer, Ms. Barrett was Vice President and General Manager of the Oncology Business Unit at Cephalon Inc. Ms. Barrett received an M.B.A. degree in Business Administration-Marketing from Saint Joseph’s University and a B.S. from the University of Louisiana. Ms. Barrett also served on the board of directors of Sage Therapeutics, Inc. (2019-2025) and currently serves on the board of directors of Allogene Therapeutics, Inc. (since 2021). Our Board believes Ms. Barrett’s service as our Chief Executive Officer and her leadership of both large organizations and growing businesses qualify her to serve on our Board. Cynthia M. Butitta has served as our director since October 2017. Ms. Butitta served as Chief Financial Officer of Kite Pharma, Inc. from January 2014 to May 2016 and as its Chief Operating Officer from March 2014 to September 2017. From May 2011 to December 2012, she was Senior Vice President and Chief Financial Officer at NextWave Pharmaceuticals Inc., a specialty pharmaceutical company. Prior to that, Ms. Butitta served as Chief Operating Officer of Telik, Inc., a biopharmaceutical company, from March 2001 to December 2010 and as its Chief Financial Officer from August 1998 to December 2010. Ms. Butitta also served as Principal Accounting Officer of Telik, Inc. until December 2010. She has served as a Director of Autolus, Ltd., a biotechnology company, since March 2018; a board member of Olema Oncology since August 2020 and Century Therapeutics, Inc. from February 2021 to August 2025. Ms. Butitta received her B.S. degree with honors in Business and Accounting from Edgewood College in Madison, Wisconsin and her M.B.A. degree in Finance from the University of Wisconsin-Madison. Our Board believes Ms. Butitta’s financial knowledge and experience qualify her to serve on our Board. Stuart Holden, M.D. has served as our director since December 2015. Dr. Holden has been the Chair of ProQuest Investments’ Scientific Advisory Board since it was founded in 1998. Since May 2014, Dr. Holden has served as a member of the UCLA faculty as a Health Sciences Clinical Professor of Urology, Spielberg Family Chair in Urologic Oncology, in the Department of Urology at the UCLA David Geffen School of Medicine and Associate Director of the UCLA Institute of Urologic Oncology. Dr. Holden has worked in the field of prostate cancer for more than 36 years. Dr. Holden also serves as Medical Director of the Prostate Cancer Foundation since the foundation’s inception in 1993. Dr. Holden was the director of the Louis Warschaw Prostate Cancer Center at Cedars-Sinai Medical Center and the first holder of the Warschaw, Robertson, Law Families Chair in Prostate Cancer. Dr. Holden has served as a member of the board of directors of Telormedix SA from 2008 to 2017 and served as a member of the board of directors of Acurian, Inc. from 1999 through 2014. Dr. Holden also served on the Board of the American College of Medical Informatics from 1999 through 2006 and is currently on the board of Clarus Therapeutics, Inc. In addition, he was a founding partner at Tower Urology in Los Angeles. Dr. Holden received a B.S. degree from the University of Wisconsin-Madison and completed his medical degree and received his surgical training at Weill Cornell Medical College and the New York Hospital-Cornell University Medical College. He completed his urology residency at Emory University School of Medicine and fellowships in urology and developmental genetics at Memorial Sloan-Kettering Cancer Center. He also was awarded a clinical fellowship from the American Cancer Society. Our Board believes Dr. Holden’s medical knowledge and experience qualify him to serve on our Board.
Nominees for Election
James A. Robinson, Jr. has served as our director since July 2023. Mr. Robinson currently serves as the President, Chief Executive Officer and member of the board directors of A2 Biotherapeutics, Inc. Prior to this role, he served as the Chief Executive Officer of Urovant Sciences, Inc. from March 2020 through June 2023 and has served as a member of Urovant’s board of directors from March 2019 through June 2023. Prior to Urovant Sciences, Mr. Robinson held the position of President and Chief Operating Officer at Paragon Biosciences, where he oversaw Paragon’s operations from April 2019 to March 2020. Previously, Mr. Robinson served as the President and Chief Operating Officer of Alkermes, where he was responsible for global commercial, new product planning, corporate planning, manufacturing, quality, human resources and business development functions. Prior to Alkermes, Mr. Robinson spent over twelve years at Astellas U.S., most recently as President, Americas Operations, where his responsibilities included all aspects of operations for North and South America. Prior to that, he was President of Astellas Pharma US, where he was responsible for leading the U.S. commercial organization. Prior to Astellas, Mr. Robinson spent thirteen years at Schering-Plough Pharmaceuticals, where his last role was Vice President, Hepatitis Sales and Managed Care. Mr. Robinson currently serves as an advisor to BridgeBio Pharma, Inc. and on the board of directors of Eledon Pharmaceuticals, Inc., a public biotechnology company, and Petauri Health, a private healthcare service company. Previously, Mr. Robinson served on the board of directors of Neos Therapeutics, Inc. prior to its acquisition by Aytu Biopharma, Inc. as well as the board of directors of Applied Genetic Technologies Corporation until its acquisition by Syncona LTD in November 2022. He also previously served on the board of directors of the Pharmaceutical Research and Manufacturers of America ("PhRMA") and served as Chairman of PhRMA’s State Committee. He is a founding member of MATTER. Mr. Robinson received a Bachelor of Science degree from DePaul University. Our Board believes Mr. Robinson’s broad business leadership experience, including his experience as an executive of commercial organizations, qualifies him to serve on our Board. Leana S. Wen, M.D., M.Sc. has served as our director since August 2022. Dr. Wen is an emergency physician and has served as a faculty member at the George Washington University since September 2019. She has been a contributing columnist for The Washington Post since June 2020, writing on health policy and public health, and a health and medical expert for CNN since August 2020. From January 2015 to October 2018, she was the health commissioner for the city of Baltimore, where she led the nation’s oldest continuously operating health department to combat the opioid epidemic and improve maternal and child health. From 2013 to 2015, Dr. Wen served as director of patient-centered care research in the department of emergency medicine at George Washington University, and authored a critically-acclaimed book on patient advocacy. She is currently on the board of the Bipartisan Policy Center and the Baltimore Community Foundation, and chairs the advisory board of the Behavioral Health Group. She has also been a global health fellow at the World Health Organization, a consultant with the China Medical Board, and a nonresident senior fellow at the Brookings Institution. Dr. Wen also served as the President of Planned Parenthood from 2018 through 2019. She has been a member of more than ten nonprofit boards, including serving as the chair of Behavioral Health System Baltimore. Dr. Wen has also served on the board of directors of Glaukos Corporation since March 2021 and also serves on its audit committee. Dr. Wen’s work has been recognized by numerous professional organizations, including as one of Modern Healthcare’s Top 50 Physician-Executives and a member of the Council on Foreign Relationships. In 2019, she was named one of TIME magazine’s 100 Most Influential People and in 2022 as one of Modern Healthcare’s 100 Most Influential People in Healthcare. She holds a B.S. from California State University, Los Angeles, an M.D. from Washington University School of Medicine and two M.Sc.s from the University of Oxford, where she was a Rhodes Scholar. She completed her residency training at Brigham & Women’s Hospital and Massachusetts General Hospital, where she was a clinical fellow at Harvard Medical School. Our Board believes Dr. Wen’s experience as a practicing physician, combined with her extensive experience working in governmental sectors, with innovative health companies, and serving on a public company board and audit committee and on nonprofit boards and foundations qualify her to serve on our Board. Daniel G. Wildman has served as our director since November 2022. Mr. Wildman is Chairman of the Board of Progenerative Medical, Inc., a pre-commercial company translating clinically proven reduced pressure technology into medical treatments for orthopedic surgeries. He also serves on the board of directors of Nyxoah S.A., Progenerative Medical, Inc. and PanTher Therapeutics, Inc. At Johnson & Johnson, Mr. Wildman led the Digital Surgery Strategy initiative, where he was tasked with developing an integrated strategy for robotic surgery for the company. This strategy directly led to the 2019 acquisition of Auris Health, Inc. Prior to Digital Surgery, Mr. Wildman led Depuy Synthes Spine. In this role, he had overall responsibility for the second-largest spine surgery business in the world ($1.8B). He served in this capacity from August of 2015 to September of 2017, and during this period developed and implemented an integrated turn-around plan for the company. Previously, Mr. Wildman served as Worldwide President of Ethicon Biosurgery, a division of Ethicon, Inc. From 2003 to 2015 he led this global business dedicated to delivering innovative and life-saving solutions to surgeons via development and commercialization of biomaterial, biologic and combination products that changed the standard of care for intraoperative hemostasis. In this role, Mr. Wildman transitioned the company from Advanced Wound Care to Biosurgery through a combination of acquisitions, divestitures, and internal capability development, all focused on development and commercialization of meaningful innovations. The Biosurgery business at Ethicon continues to be one of the fastest growing companies in Johnson & Johnson's portfolio. Prior to Johnson & Johnson, Mr. Wildman spent 10 years with Boston Scientific Corporation in a variety of sales, marketing, operations and strategic planning roles of increasing responsibility. Mr. Wildman is an accomplished global leader. Throughout his career, he has earned a solid reputation for his strategic vision, motivational leadership, innovative technologies, ability to execute and his commitment to people development. Mr. Wildman received a Bachelor of Arts degree in Economics from St. Lawrence University in New York. Our Board believes Mr. Wildman’s business and executive experience qualify him to serve on our Board. Our Board unanimously recommends that you vote “FOR” each named nominee.
Objectives, Philosophy and Elements of Executive Compensation
| ● | attract, retain and reward highly qualified executives; | | ● | provide incentives that motivate executives to achieve our key performance goals that create shareholder value; | | ● | align our executives’ interests with those of our shareholders; and | | ● | link pay to company performance. |
Objectives, Philosophy and Elements of Executive Compensation
| ● | Our executive bonuses are dependent on the Company and the officer achieving annually determined objectives. As a smaller reporting company with significant development-stage activities, we take a holistic approach to evaluating the Company's performance. We measure performance against challenging objectives established at the beginning of each performance cycle. We establish a broad set of measurable performance objectives that align with our long-term strategic priorities and build towards lasting long-term value. Our annual performance-based bonus opportunities for all our named executive officers are determined by the Compensation Committee, and ultimately the Board, based upon the Company’s and the officer’s achievement of objectives determined on an annual basis by the Company. |
Objectives, Philosophy and Elements of Executive Compensation
| ● | We emphasize long-term equity incentives. Equity awards are an integral part of our executive compensation program and comprise the primary “at-risk” portion of our named executive officer compensation package. During 2025, we granted our executive officers restricted stock units and performance stock units. These awards strongly align our executive officers’ interests with those of our shareholders by providing a continuing financial incentive to maximize value for our shareholders and by encouraging our executive officers to remain in our long-term employ. Restricted stock units granted to our named executive officers in 2025 vest in equal annual installments over three years from the vesting commencement date. Performance stock units granted to our executive officers in 2025 vest upon the achievement of cumulative net product sales of Jelmyto and Zusduri as well as continued service, directly tying a substantial component of our executive officers' total compensation to performance against one of the primary potential drivers of long-term value creation for our shareholders. |
Objectives, Philosophy and Elements of Executive Compensation
| ● | Our Compensation Committee has retained Compensia, Inc. as an independent third-party compensation consultant for guidance in making compensation decisions. The compensation consultant advises the Compensation Committee on market practices, including identifying a peer group of companies and their compensation practices, so that our Compensation Committee can regularly assess the Company’s individual and total compensation programs against these peer companies, the general marketplace and other industry data points. |
Objectives, Philosophy and Elements of Executive Compensation
| Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors, including in part, market data provided by our independent compensation consultant. | | Performance Bonus (at-risk cash) | Motivates and rewards for attaining key annual Company and executive officer performance objectives. | Target bonus amounts are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific corporate performance objectives consistent with our strategic plan and individual performance objectives that relate to the officer’s role and expected contribution toward reaching our corporate goals, determined by the Board and communicated at the beginning of the year. Actual bonus amounts earned are determined at the end of the year, taking into account corporate and individual performance objectives. | | Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance; aligns executives’ interests with shareholder interests and changes in shareholder value. | Equity opportunities are generally reviewed annually and may be granted during the first half of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. | | | Attracts highly qualified executives and encourages their continued employment over the long-term. | Individual awards are determined based on a number of factors, including current corporate and individual performance and market data provided by our independent compensation consultant. |
Objectives, Philosophy and Elements of Executive Compensation
We focus on providing a competitive compensation package to our executive officers which provides short- and long-term incentives for the achievement of measurable Company and executive officer objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize shareholder value. We generally do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation, although total annual cash bonus compensation to any individual is capped at 150% of such individual’s salary pursuant to our Compensation Policy. Our Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. In 2025, our Actual CEO compensation was as follows: To ensure the alignment of our executive officer incentives with shareholder interests, we have historically structured a significant portion of the named executive officers’ total target compensation with performance-based bonus opportunities and long-term incentive equity awards. Additionally, in 2025, half of the value of our CEO’s long-term incentive equity awards were in the form of performance stock units which vest based on a cumulative net product sales target of Jelmyto and Zusduri, directly tying a substantial component of our CEO’s total compensation to a primary driver of long-term value creation for our shareholders. Our CEO's total direct compensation for 2025 was positioned at approximately the 20th percentile of our compensation peer group. Our non-CEO executives' total direct compensation for 2025 was positioned at approximately the 15th percentile of our compensation peer group (see section titled "Use of Competitive Market Compensation Data" below for more detail on the selection of our compensation peer group).
2025 Say-on-Pay Results
2025 Say-on-Pay Results At our 2025 annual meeting of shareholders, we held a shareholder advisory vote on executive compensation, commonly referred to as a “say-on-pay” vote, which resulted in over 89% of the total votes cast being in favor of the advisory proposal. We continue to assess and enhance our approach to executive compensation by seeking feedback from shareholders and reviewing the analyses of the Institutional Shareholder Services and Glass Lewis published reports. Our approach to aligning pay and performance focuses on maintaining a significant portion of executive’s annual total compensation based on evaluation of individual executives' performance against our corporate objectives. We take a holistic approach to assessing Company performance, undertake a robust goal-setting process to determine corporate objectives that align with our short- and long-term strategic priorities, and build towards creation of shareholder value. We continually endeavor to align our executives' interests with those of our shareholders, and link pay to company performance. In 2025 and 2026, we have included performance stock units as part of our officers’ long-term incentive compensation, with vesting of these performance stock units upon achievement of a cumulative net product sales target of Jelmyto and Zusduri and receipt of U.S. regulatory approval for UGN-103, respectively, directly tying a substantial component of our officers’ total compensation to the primary potential drivers of long-term value for the Company and our shareholders. We expect to hold our next “say-on-pay” vote at our 2027 annual meeting of shareholders.
Our Compensation Governance Structure
Our Compensation Governance Structure Role of our Compensation Committee, Management and the Board The Compensation Committee is appointed by the Board and has responsibilities related to the compensation of the Company’s directors, officers, and employees and the development and administration of the Company’s compensation plans. For details on the Compensation Committee’s oversight of the executive compensation program, see the section above titled “Compensation Committee." Our Compensation Committee consists solely of independent members of the Board. The Compensation Committee reviews all compensation paid to our executive officers, including our named executive officers. The Chief Executive Officer evaluates and provides to the Compensation Committee performance assessments and compensation recommendations. While the Chief Executive Officer discusses her recommendations with the Compensation Committee, she does not participate in the deliberations concerning her own compensation. More specifically, the Compensation Committee discusses and makes final recommendations to the Board with respect to executive compensation matters without the Chief Executive Officer present during discussions of the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the Compensation Committee meetings. The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. The Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. The Compensation Committee will continue to monitor and evaluate our executive compensation program in light of our shareholders’ views, before making any adjustments, and continue to consider the outcome of our say-on-pay votes and our shareholders’ views when making future compensation decisions for our named executive officers. Role of Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee has retained Compensia, Inc. (“Compensia”), a management consulting firm that provides executive compensation and advisory services to compensation committees of life sciences companies, as its compensation consultant. A representative of Compensia attends meetings of the Compensation Committee at the invitation of the Committee. In addition, Compensia supported the selection of companies included in our compensation peer group, provided competitive market assessments of the compensation of our executive officers and non-employee director compensation programs, and provided support on other matters as requested by the Compensation Committee. The Compensation Committee has analyzed whether the work of Compensia as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, our Compensation Committee determined that the work of Compensia and the individual compensation advisors employed by Compensia does not create any conflict of interest pursuant to the SEC rules and Nasdaq listing standards. Use of Competitive Market Compensation Data The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. Working with Compensia, the Compensation Committee approved a group of companies that were identified as peers. Identification of peers included consideration of comparable market capitalization, revenues, investigational and/or in-line portfolio, number of employees as well as stage and maturity of the peer company. Compensia prepared and the Compensation Committee reviewed, a range of market data reference points with respect to base salary, performance bonuses, target total cash compensation (base salary and the annual target performance bonus), equity compensation, and total direct compensation (target total cash compensation and equity compensation) with respect to each of the named executive officers. The peer group that was identified and used in research that informed executive compensation for 2025 included the following companies: Acrivon Therapeutics, Arcus Biosciences, Arvinas, Aura Biosciences, C4 Therapeutics, Day One Biopharmaceuticals, Erasca, IDEAYA Biosciences, iTeos Therapeutics, Kura Oncology, Olema Pharmaceuticals, Rigel Pharmaceuticals, Sutro Biopharma, Syndax Pharmaceuticals, Tango Therapeutics, Tyra Biosciences, Xencor and Y-mAbs Therapeutics. This benchmarking analysis found that overall target total direct compensation awarded in 2025 was at approximately the 15th percentile for our executive officers excluding the CEO and the 20th percentile for the CEO. This analysis of 2025 compensation and other research performed by Compensia is then used to inform the Compensation Committee’s determinations regarding executive compensation going forward.
2025 Executive Compensation Summary
| (1) Dr. Schoenberg’s annual target bonus is $225,000. Dr. Schoenberg is eligible to receive up to 150% of the annual target bonus based upon the achievement of the Company’s corporate objectives. |
2025 Executive Compensation Summary
| | 2025 Target Annual Cash Incentive | | 2025 Actual Annual Cash Incentive Paid | | | Named Executive Officer | % of Base Salary | $ | % of Target Annual Cash Incentive | $ | | Elizabeth Barrett | 75% | $645,329 | 80% | $516,263 | | Mark Schoenberg | (1) | $225,000 | 80% | $180,000 | | Jason Smith | 50% | $247,400 | 80% | $197,920 |
2025 Executive Compensation Summary
| (1) Dr. Schoenberg’s annual target bonus is $225,000. Dr. Schoenberg is eligible to receive up to 150% of the annual target bonus based upon the achievement of the Company’s corporate objectives. |
2025 Executive Compensation Summary
Equity Awards In 2025, the Board, upon the recommendation of the Compensation Committee, approved the following grants of restricted stock units and performance stock units to our named executive officers.
2025 Executive Compensation Summary
| Executive | Restricted Stock units (# shares) | Performance Stock units (# shares) | | Elizabeth Barrett | 96,377 | 96,376 | | Mark Schoenberg | 20,000 | 20,000 | | Jason Smith | 10,000 | 10,000 |
2025 Executive Compensation Summary
All restricted stock units granted to our named executive officers above vest in equal annual installments over three years from the vesting commencement date, subject to the continued service of the named executive officer through each vesting date. Performance stock units vest as follows: 1/3rd upon the Company’s filing with the SEC of a quarterly report on Form 10-Q or annual report on Form 10-K showing the Company’s achievement of a target cumulative net product sales amount during a calendar year (the “Net Product Sales Milestone”); 1/3rd on January 31st of the calendar year immediately following the achievement of the Net Product Sales Milestone; and 1/3rd on the second January 31st following the achievement of the Net Product Sales Milestone, all subject to the applicable awardee’s continuous service as of each vesting date. The annual equity grants to our named executive officers are evaluated and approved by the Compensation Committee and the Board in the context of each named executive officer’s total compensation and take into account the market data provided by compensation consultants in addition to the individual officer’s responsibilities and performance. New hire equity grants to our named executive officers are evaluated and approved by the Compensation Committee and the Board based on competitive market data provided by compensation consultants as well as such officer’s experience and expected contributions. The Compensation Committee also takes into account the recommendations of the Chief Executive Officer with respect to appropriate grants and any particular individual circumstances, other than with respect her own grants. In December 2025, we amended certain RSU and PSU awards granted to our CEO to defer vesting until the end of 2026. The modifications did not result in any incremental fair value at the modification dates.
Other Features of Our Executive Compensation Program
Other Features of Our Executive Compensation Program Agreements with Our Named Executive Officers We have entered into written employment agreements with each of our executive officers. Each of these employment agreements provides for “at will” employment and set forth the initial compensation arrangements for the executive officer, including an initial base salary, an annual cash opportunity, and an equity award recommendation. These agreements and the proprietary information and invention assignment agreements each executive officer executes upon commencing employment at the Company also set forth the rights and responsibilities of each party and include, among other rights and responsibilities, the prohibition on the executive officer from engaging directly or indirectly in competition with us, soliciting any of our employees, or disclosing our confidential information. Below are descriptions of our employment agreements with our named executive officers. For a discussion of the severance payments and other benefits to be provided in connection with an involuntary termination of employment, including in connection with a change in control of the Company under the arrangements with our executive officers, please see “Severance and Change in Control Benefits” below. Elizabeth Barrett. On January 3, 2019, we entered into an employment agreement with Ms. Barrett, which was amended in January 2021 to provide certain change in control benefits, as described in more detail below under “Severance and Change in Control Benefits.” Pursuant to her employment agreement, Ms. Barrett (i) received a signing bonus of $300,000 (subject to full repayment if she resigned without good reason, or the Company terminated her employment for cause, before January 3, 2020); (ii) received an initial annual base salary of $700,000; (iii) was eligible to receive an annual discretionary bonus for 2019 of up to 100% of her base salary, with 50% guaranteed; and (iv) is eligible to receive annual discretionary bonuses for years following 2020, with an annual target bonus of 50% of her base salary. In December 2023, the Board approved an increase in the annual bonus target from 50% to 75% to be effective starting with the 2024 performance year. Pursuant to her employment agreement, Ms. Barrett was also initially granted a restricted stock unit covering 317,065 of our ordinary shares and an option to purchase 277,432 ordinary shares. Under the terms of an omnibus amendment of Ms. Barrett’s prior equity award agreements, executed in January 2021, the remainder of the unvested shares underlying both of these equity awards vested in full in January 2022, in lieu of the prior monthly vesting. Mark Schoenberg. On January 23, 2020, we entered into a new employment agreement with Dr. Schoenberg, which was amended in January 2021 to provide certain change in control benefits, as described in more detail below under “Severance and Change in Control Benefits.” Pursuant to the terms of the agreement and Dr. Schoenberg’s reduced-time status, Dr. Schoenberg received an annual base salary of $205,000 for a 50% full-time equivalent role and is eligible to receive an annual target cash bonus of $225,000 with a maximum of 150% of such target bonus, subject to achievement of Company goals and objectives. On March 15, 2021, the Compensation Committee approved an increase in the reduced-time capacity under the employment agreement from a 50% full-time equivalent role to a 75% full-time equivalent role as of January 1, 2021 and on March 17, 2021 our Board endorsed and approved the increase to 75% full-time equivalent. Dr. Schoenberg’s employment agreement was further amended in April 2021 to reflect the changes approved by the Board, pursuant to which he is entitled to an annual base salary of $307,500 effective January 1, 2021 through February 28, 2021 and beginning on March 1, 2021 and thereafter an annual base salary of $316,725 for a 75% full-time equivalent role. Jason Smith. On August 12, 2020, we entered into an employment agreement with Mr. Smith, which was amended in January 2021 to provide certain change in control benefits, as described in more detail below under “Severance and Change in Control Benefits.” Pursuant to the terms of the agreement, Mr. Smith (i) received a signing bonus of $100,000 (which was subject to full repayment if his employment with the Company had terminated for any reason before August 31, 2021), (ii) received an initial annual base salary of $425,000 and (iii) was eligible for a target annual cash bonus equal to 50% of his base salary. Mr. Smith was granted an initial new hire option to purchase 60,000 ordinary shares and 25,000 restricted stock units.
Severance and Change in Control Benefits
Severance and Change in Control Benefits Our employment agreements with Ms. Barrett, Dr. Schoenberg and Mr. Smith provide that they are eligible for severance benefits upon certain involuntary terminations of employment, including in connection with a change in control, as described below. Pursuant to their respective amended employment agreements, if the named executive officer's employment is terminated by the Company without cause, by the named executive officer for good reason, or due to the named executive officer’s death or disability (in the case of Ms. Barrett and Mr. Smith), then the named executive officer will be entitled to the following severance benefits: (i) continuing base salary payments for 6 months (or 12 months in the case of Ms. Barrett and up to 12 months in the case of Dr. Schoenberg); (ii) a prorated target annual bonus for the year of termination (to the extent earned based on company performance and with any individual performance component deemed achieved); (iii) any unpaid annual bonus earned with respect to the year preceding termination; (iv) the accelerated vesting of restricted shares and options held by the named executive officer at the time of such termination (in the case of Ms. Barrett, the portion of the award otherwise scheduled to vest within the 12 month period following termination; in the case of Dr. Schoenberg, 50% of the then-unvested award shall be deemed immediately vested and exercisable as of the termination date; and in the case of Mr. Smith, vesting will be accelerated by 1/12th, such that 8.33% of the restricted shares and options will be deemed immediately vested and exercisable); and (v) COBRA payment reimbursement for up to 6 months for Mr. Smith, and 12 months in the case of Ms. Barrett following such termination. If there is a change in control and the named executive officer is terminated without cause or resigns for good reason, in either case within three months prior to, or 24 months following the effective date of the change in control, all three named executive officers will be entitled to 100% vesting and exercisability of all of his or her Company equity awards or other equity interests that are outstanding and unvested as of the termination or resignation date, and Ms. Barrett and Mr. Smith will be entitled to the following severance benefits, in lieu of the corresponding severance benefits described above: (i) a lump sum payment equal to the sum of (1) 12 months (18 months in the case of Ms. Barrett) of his or her then-current annual base salary and (2) 100% of his or her current target annual bonus; and (ii) the amount of any COBRA premium payments made by the named executive officer during the 12 months (or 18 months in the case of Ms. Barrett) following such termination. Payment of the severance benefits described in the preceding paragraphs is subject to the named executive officer signing and not revoking a separation agreement and release of claims in a form satisfactory to us. Other Benefits Our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. We provided a 401(k) plan to all of our U.S. employees, including our named executive officers. We do not generally provide perquisites or personal benefits to our named executive officers. We do, however, pay the premiums for term life insurance and disability insurance for all of our employees, including our named executive officers.
Risk Analysis of Our Compensation Policies and Practices
Risk Analysis of Our Compensation Policies and Practices The Compensation Committee has reviewed the Company’s compensation policies and practices, in consultation with Compensia and outside Company counsel, to assess whether they encourage employees to take inappropriate risks. After reviewing and assessing the Company’s compensation philosophy, terms and practices, including the mix of fixed and variable, short and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice, the Compensation Committee determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our Company as a whole. The Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; the mix of short-term compensation (in the form of salary and annual bonus, if any, which is based on a variety of performance factors), and long-term compensation (in the form of options to purchase our ordinary shares and restricted stock units) prevents undue focus on short-term results and helps align the interests of the Company’s executive officers with the interests of our shareholders.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to our named executive officers during the years indicated.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Elizabeth Barrett | 2025 | 855,590 | 774,066 | 2,122,211 | — | 516,263 | 42,494 | 4,310,624 | | Chief Executive Officer | 2024 | 826,013 | — | 2,751,111 | — | 529,981 | 42,753 | 4,149,858 | | Mark Schoenberg | 2025 | 369,607 | 167,500 | 440,400 | — | 180,000 | 13,133 | 1,170,640 | | Chief Medical Officer | 2024 | 354,240 | — | 314,000 | — | 202,500 | 8,145 | 878,885 | | Jason Smith | 2025 | 492,011 | 198,960 | 220,200 | — | 197,920 | 89,527 | 1,198,618 | | General Counsel and Chief Compliance Officer | 2024 | 475,003 | — | 518,100 | — | 203,179 | 79,182 | 1,275,464 |
2025 Summary Compensation Table
| (1) Represents discretionary bonuses paid to the named executive officer for the applicable year. Discretionary bonuses earned in 2025 were approved by the Board based on assessment of overall achievements in the business and individual performance, including the accomplishments noted in our 2025 corporate performance highlights, above. |
2025 Summary Compensation Table
| (2) Represents the aggregate grant-date fair value of the restricted stock units and performance stock units awarded to the named executive officer for the applicable year, calculated in accordance with ASC Topic 718 and does not take into account estimated forfeitures, which value is based on the closing market price of our ordinary shares on the date of grant. The grant date fair value of the restricted stock units is based on the closing market price of the Company’s ordinary shares on the date of the grant. The grant date fair value and the maximum potential value of the performance stock units are the same and are based on the closing market price of our ordinary shares on the date of grant. The assumptions used in the calculation of these amounts are included in Note 17 to the consolidated financial statements appearing in our Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026. |
2025 Summary Compensation Table
| (3) For more information, see “Annual Performance Bonus” above. |
2025 Summary Compensation Table
| (4) The amounts reported in this column represent the value of Company-paid life insurance, Company contributions to 401(k) plans, tax reimbursements payments and other Company paid health, dental, disability and insurance premiums. In 2025, amounts for Ms. Barrett included Company contributions to 401(k) plans of 14,000 and Company paid health insurance premiums of 26,598; amounts for Dr. Schoenberg included tax reimbursement payments of 11,807; and amounts for Mr. Smith included Company contributions to 401(k) plans of 14,000, tax reimbursement payments of 16,491 and Company paid health insurance premiums of 57,578. |
2025 Outstanding Equity Awards at Fiscal Year End Table
2025 Outstanding Equity Awards at Fiscal Year End Table The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for our named executive officers.
2025 Outstanding Equity Awards at Fiscal Year End Table
| | | | Option Awards | | | | Stock Awards | | | | Name | Grant Date | Number of | Number of | | | Number | Market | Equity | Equity | | | | Securities | Securities | | | of Shares | Value of | Incentive | Incentive | | | | Underlying | Underlying | Option | Option | of Stock | Shares of | Plan | Plan | | | | Unexercised | Unexercised | Exercise | Expiration | that have | Stock that | Awards: | Awards: | | | | Options (#) | Options (#) | Price ($) | Date | not | have not | Number of | Market or | | | | Exercisable | Unexercisable | (2) | | Vested (#) | Vested ($) | Unearned | Payout | | | | (1) | | | | | (3) | Shares, units or other rights that have not Vested (#) | Value of Unearned Shares, Units or Other Rights that have not Vested ($)(4) | | Elizabeth Barrett | 1/3/2019 | 277,432 | — | 47.57 | 1/3/2029 | — | — | | | | | 1/31/2020 | 45,000 | — | 29.41 | 1/31/2030 | — | — | | | | | 1/31/2021 | | | | | 13,334 | 312,282 | | | | | 1/31/2021 | 150,000 | — | 22.07 | 1/31/2031 | — | — | | | | | 1/31/2022 | 150,000 | — | 7.72 | 1/31/2032 | — | — | | | | | 1/31/2023 | | | | | 75,000 | 1,756,500 | | | | | 1/31/2023 | 83,333 | 41,667 | 10.39 | 1/31/2033 | — | 975,841 | | | | | 9/7/2023 | | | | | 100,000 | 2,342,000 | | | | | 1/31/2024 | | | | | 87,615 | 2,051,943 | | | | | 1/31/2024 | | | | | | | 87,615 | 2,051,943 | | | 1/31/2025 | | | | | 96,377 | 2,257,149 | | | | | 1/31/2025 | | | | | | | 96,376 | 2,257,126 | | Mark P. Schoenberg | 1/20/2016 | — | — | 5.00 | 1/20/2023 | — | — | | | | | 12/7/2017 | 15,000 | — | 39.26 | 12/7/2027 | — | — | | | | | 1/26/2019 | 7,500 | — | 42.50 | 1/26/2029 | — | — | | | | | 1/26/2019 | | | | | — | — | | | | | 1/31/2020 | 15,000 | — | 29.41 | 1/31/2030 | — | — | | | | | 1/31/2021 | 21,000 | — | 22.07 | 1/31/2031 | — | — | | | | | 1/31/2021 | | | | | — | — | | | | | 1/31/2022 | 12,064 | — | 7.72 | 1/31/2032 | — | — | | | | | 1/31/2022 | | | | | — | — | | | | | 1/31/2023 | | | | | 3,334 | 78,082 | | | | | 1/31/2023 | 20,000 | 10,000 | 10.39 | 1/31/2033 | — | 234,200 | | | | | 6/8/2023 | | | | | 10,000 | 234,200 | | | | | 9/7/2023 | | | | | 1,667 | 39,041 | | | | | 1/31/2024 | | | | | 6,667 | 156,141 | | | | | 1/31/2025 | | | | | 20,000 | 468,400 | | | | | 1/31/2025 | | | | | | | 20,000 | 468,400 | | Jason Smith | 10/1/2020 | 60,000 | — | 19.66 | 10/1/2030 | — | — | | | | | 1/31/2021 | 8,000 | — | 22.07 | 1/31/2031 | — | — | | | | | 6/5/2021 | 15,000 | — | 17.98 | 6/5/2031 | — | — | | | | | 1/31/2022 | | | | | — | — | | | | | 1/31/2022 | 30,000 | — | 7.72 | 1/31/2032 | — | — | | | | | 1/31/2023 | | | | | 6,667 | 156,141 | | | | | 1/31/2023 | 26,666 | 13,334 | 10.39 | 1/31/2033 | — | 312,282 | | | | | 9/7/2023 | | | | | 3,334 | 78,082 | | | | | 1/31/2024 | | | | | 11,000 | 257,620 | | | | | 1/31/2024 | | | | | | | — | — | | | 1/31/2025 | | | | | 10,000 | 234,200 | | | | | 1/31/2025 | | | | | | | 10,000 | 234,200 |
2025 Outstanding Equity Awards at Fiscal Year End Table
| (1) Options granted to Ms. Barrett, Dr. Schoenberg and Mr. Smith vest in equal annual installments over three years from the vesting commencement date. |
2025 Outstanding Equity Awards at Fiscal Year End Table
| (2) Options to purchase our ordinary shares were granted with a per share exercise price equal to the fair market value of one ordinary share on the date of grant, as determined in good faith by our Board. |
2025 Outstanding Equity Awards at Fiscal Year End Table
| (3) RSU and option grants with amounts that have not yet vested vest in equal annual installments over three years from the grant date. Market value is based on the Company's share price as of December 31, 2025. |
2025 Outstanding Equity Awards at Fiscal Year End Table
| (4) Represents performance stock units which vest (and have now vested), (i) upon the earlier of the receipt of U.S. regulatory approval for Zusduri in the three years following the grant or the occurrence of a change in control, (ii) the achievement of the first commercial sale of Zusduri in the United States following receipt of regulatory approval, or (iii) upon the achievement of cumulative net product sales of Jelmyto and Zusduri as well as continued service. Market value is based on the Company's share price as of December 31, 2025. |
Item 402(v) Pay Versus Performance
Item 402(v) Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For additional information about our pay for performance compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation.” In accordance with Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers and Company performance for the fiscal years listed below.
Required Tabular Disclosure of Pay Versus Performance
Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for Non-PEO Named Executive Officers" have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above.
Required Tabular Disclosure of Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid for Non-PEO Named Executive Officers(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4) | Net Income (Loss) | | 2025 | 4,310,624 | 11,841,327 | 1,184,629 | 2,083,905 | $264.04 | $(153,494,000) | | 2024 | 4,149,858 | 1,943,517 | 1,231,158 | 913,979 | $120.07 | $(126,874,000) | | 2023 | 4,639,590 | 6,316,189 | 1,434,365 | 1,958,801 | $169.11 | $(102,244,000) |
Required Tabular Disclosure of Pay Versus Performance
| (1) Elizabeth Barrett, our President and Chief Executive Officer, was our PEO for each year reported | | (2) The non-PEO named executive officers, for each year reported were as follows: | | 2025: Mark Schoenberg, our Chief Medical Officer; and Jason Smith, our General Counsel and Chief Compliance Officer | | 2024: Chris Degnan, our Chief Financial Officer; Jason Smith, our General Counsel and Chief Compliance Officer; and Don Kim, our former Chief Financial Officer | | 2023: Mark Schoenberg, our Chief Medical Officer; and Jason Smith, our General Counsel and Chief Compliance Officer | | (3) For fiscal year 2025, the Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the non-PEO named executive officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2025, computed in accordance with Item 402(v) of Regulation S-K: |
Required Tabular Disclosure of Pay Versus Performance
| | Adjustments to Determine Compensation Actually Paid for PEO | Adjustments to Determine Compensation Actually Paid for Non-PEO Named Executive Officers | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | (2,122,211) | (660,600) | | Deduction for Amounts Reported under the "Option Awards" Columns in the SCT | - | - | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 4,514,275 | 1,405,200 | | Increase for Fair Value of Awards Granted during year that Vest during year | - | - | | Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year end | 5,144,729 | 809,218 | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 23,910 | 244,734 | | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | - | - | | Increase based upon Incremental Fair Value of Awards Modified during year | - | - | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | - | - | | Total Adjustments | 7,530,704 | 1,798,552 |
Required Tabular Disclosure of Pay Versus Performance
For fiscal year 2024, the Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the non-PEO named executive officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2023, computed in accordance with Item 402(v) of Regulation S-K:
Required Tabular Disclosure of Pay Versus Performance
| | Adjustments to Determine Compensation Actually Paid for PEO | Adjustments to Determine Compensation Actually Paid for Non-PEO Named Executive Officers | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | (2,751,111) | (1,071,230) | | Deduction for Amounts Reported under the "Option Awards" Columns in the SCT | - | (695,294) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 1,866,200 | 1,267,052 | | Increase for Fair Value of Awards Granted during year that Vest during year | - | - | | Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year end | (1,401,192) | (459,291) | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 79,762 | 7,227 | | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | - | - | | Increase based upon Incremental Fair Value of Awards Modified during year | - | - | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | - | - | | Total Adjustments | (2,206,341) | (951,536) |
Required Tabular Disclosure of Pay Versus Performance
For fiscal year 2023, the Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the non-PEO named executive officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2023, computed in accordance with Item 402(v) of Regulation S-K:
Required Tabular Disclosure of Pay Versus Performance
| | Adjustments to Determine Compensation Actually Paid for PEO | Adjustments to Determine Compensation Actually Paid for Non-PEO Named Executive Officers | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | (2,464,250) | (896,250) | | Deduction for Amounts Reported under the "Option Awards" Columns in the SCT | (836,533) | (468,459) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 3,982,234 | 1,885,051 | | Increase for Fair Value of Awards Granted during year that Vest during year | - | - | | Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year end | 859,009 | 286,886 | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 136,140 | 241,644 | | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | - | - | | Increase based upon Incremental Fair Value of Awards Modified during year | - | - | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | - | - | | Total Adjustments | 1,676,600 | 1,048,873 |
Required Tabular Disclosure of Pay Versus Performance
| (4) Total shareholder return (“TSR”) is calculated as the difference between the Company’s share price at the beginning and the end of the measurement period, divided by the Company’s share price at the beginning of the measurement period. |
Relationship Between Compensation Actually Paid and Company Total Shareholder Return
Relationship Between Compensation Actually Paid and Company Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO named executive officers, and the Company’s TSR over the three most recently completed fiscal years.
Relationship Between Compensation Actually Paid and Net Loss
Relationship Between Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO named executive officers, and our net loss during the three most recently completed fiscal years. The information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth in summary form information concerning the compensation that we paid or was earned or awarded during the year ended December 31, 2025 to each of our non-employee directors.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | Stock Awards ($) (2) | Total ($) | | Arie Belldegrun, M.D.(2) | 200,000 | 337,486 | - | 537,486 | | Cynthia M. Butitta (3) | 65,000 | 168,743 | 156,000 | 389,743 | | Stuart Holden, M.D. (4) | 57,500 | 168,743 | 156,000 | 382,243 | | Leana Wen, M.D., M.Sc. (5) | 67,500 | 168,743 | 156,000 | 392,243 | | Daniel G. Wildman (Wildman Ventures LLC) (6) | 71,522 | 168,743 | 156,000 | 396,265 | | James A. Robinson, Jr. (7) | 58,478 | 168,743 | 156,000 | 383,221 |
Non-Employee Director Compensation
| (1) The amounts reported in this column do not reflect the amounts that may actually be received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of options to purchase our ordinary shares, and restricted stock units granted to our non-employee directors during the fiscal year ended December 31, 2025, as computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 17 to the consolidated financial statements appearing in our Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026. As required by SEC rules, the amounts reported exclude the impact of estimated forfeitures related to service-based vesting conditions. Our non-employee directors who have received shares will only realize compensation with regard to these options to the extent the market price of our ordinary shares is greater than the exercise price of such options. |
Non-Employee Director Compensation
| (2) Aggregate number of option awards and restricted stock units outstanding held by Dr. Belldegrun at December 31, 2025 were 95,000 and none, respectively. |
Non-Employee Director Compensation
| (3) Aggregate number of option awards and restricted stock units outstanding held by Ms. Butitta at December 31, 2025 were 122,500 and 6,000, respectively. |
Non-Employee Director Compensation
| (4) Aggregate number of option awards and restricted stock units outstanding held by Dr. Holden at December 31, 2025 were 82,500 and 6,000, respectively. |
Non-Employee Director Compensation
| (5) Aggregate number of option awards and restricted stock units outstanding held by Dr. Wen at December 31, 2025 were 42,500 and 6,000, respectively. |
Non-Employee Director Compensation
| (6) Aggregate number of option awards and restricted stock units outstanding held by Mr. Wildman at December 31, 2025 were 42,500 and 6,000, respectively. |
Non-Employee Director Compensation
| (7) Aggregate number of option awards and restricted stock units outstanding held by Mr. Robinson at December 31, 2025 were 37,500 and 6,000, respectively. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy The cash fees paid to or earned by our directors in 2025, as reflected in the table above, were paid pursuant to our non-employee director compensation policy. Pursuant to our non-employee director compensation policy, each of our directors who is not an employee of our company, which is currently all directors other than Ms. Barrett, is eligible to receive compensation for service on our Board and committees of our Board. Our non-employee director compensation policy is contained within the Compensation Policy. Under our non-employee director compensation policy, each non-employee member of our Board is entitled to receive a cash retainer in the following amounts for service in each specified role: Annual Board Service Retainer:
Non-Employee Director Compensation Policy
| ● | Chair of the Board: $195,000 | | ● | All other eligible directors: $45,000 |
Non-Employee Director Compensation Policy
Annual Committee Member Service Retainer (in addition to Board Service Retainer):
Non-Employee Director Compensation Policy
| ● | Member of the Audit Committee: $7,500 | | ● | Member of the Compensation Committee: $5,000 | | ● | Member of the Nominating and Corporate Governance Committee: $5,000 | | ● | Member of the Compliance Committee: $5,000 |
Non-Employee Director Compensation Policy
Annual Committee Chair Service Retainer (in addition to Committee Member Service Retainer):
Non-Employee Director Compensation Policy
| ● | Chair of the Audit Committee: $20,000 | | ● | Chair of the Compensation Committee: $15,000 | | ● | Chair of the Nominating and Corporate Governance Committee: $15,000 | | ● | Chair of the Compliance Committee: $15,000 |
Non-Employee Director Compensation Policy
Under the current non-employee director compensation policy, each non-employee director is also entitled to receive either (i) an initial option grant to purchase 40,000 of our ordinary shares or (ii) an option to purchase 20,000 ordinary shares and 16,000 restricted stock units, and an annual grant of either (i) an option to purchase 20,000 of our ordinary shares or (ii) an option to purchase 10,000 of our ordinary shares and 8,000 restricted stock units on the date of each annual shareholders meeting of the Company, contingent upon their continued service as a non-employee member of the Board. If a director joins the Board between annual meetings, the annual grant awarded at his/her first annual meeting will be pro-rated based on the duration of service leading up to the meeting date: (i) for service between 0 (zero) and 90 (ninety) days – no grant; (ii) for service between 91 (ninety-one) and 180 (one hundred eighty) days – 50% of the grant set forth above; and (iii) for service of at least 181 (one hundred eighty-one) days – 100% of the grant set forth above. The exercise price per share of each stock option granted under the non-employee director compensation policy will be equal to 100% of the fair market value of the underlying ordinary share on the date of grant. The initial option grants and restricted stock unit grant vest in equal quarterly installments over a period of three years. The annual option grants and restricted stock unit grants vest in equal quarterly installments over a period of one year. Additionally, a grant in excess of the initial grant may be applied as an inducement for eligible or prospective non-employee directors. In 2025, we adopted a restricted stock unit deferral program which allows our non-employee directors to defer settlement of restricted stock units granted to such non-employee director under the Compensation Policy (as it may be amended from time to time) until the earlier of (i) the date that is 30 days following the date on which the director ceases to serve as a member of the Board and (ii) a change of control of the Company. Our non-employee directors also received reimbursement of their actual out-of-pocket costs and expenses incurred in connection with attending Board meetings.