DEF 14A of Pulse Biosciences, Inc.
Filed May 11, 2026 · FY20250001437749-26-016006
Board and Committee Meetings
Board and Committee Meetings Our Board of Directors and its committees meet throughout the year on a set schedule, hold special meetings as needed, and act by written consent from time to time. During fiscal year 2025, our Board of Directors held five meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served. The names of our director nominees and directors, their ages as of March 31, 2026, and certain other information about them are set forth below:
Board and Committee Meetings
| Name | Age | Position | | Robert W. Duggan | 81 | Co-Chairman of the Board of Directors | | Paul A. LaViolette | 68 | Co-Chairman of the Board of Directors, Chief Executive Officer and President | | Maria Sainz | 60 | Director | | Manmeet S. Soni | 48 | Director and Lead Independent Director | | Darrin R. Uecker | 60 | Director and Chief Technology Officer | | Richard A. van den Broek | 60 | Director | | Mahkam Zanganeh, D.D.S. | 55 | Director |
Board and Committee Meetings
The principal occupations and positions and directorships for at least the past five years of our directors and director nominees, as well as certain information regarding their individual experience, qualifications, attributes, and skills that led our Board of Directors to conclude that they should serve on the Board of Directors, are described below. Mr. Duggan and Dr. Zanganeh were married in December 2024. Otherwise, there are no family relationships among any of our directors or executive officers. Robert W. Duggan was appointed to our Board of Directors, as its Chairman, in November 2017, and he has served as either our Executive Chairman or Co-Chairman since September 2022. Mr. Duggan is currently co-Chief Executive Officer of Summit Therapeutics Inc., a company developing Ivonescimab for the treatment of lung cancer and other medicinal therapies intended to improve quality of life, increase potential duration of life, and resolve serious unmet medical needs, as well as its Executive Chairman, a position he has held since February 2020, and its majority stockholder. Since 2016, Mr. Duggan has also been Chief Executive Officer of Duggan Investments, Inc., a venture capital and public equity investment firm primarily focused on patient-friendly breakthrough solutions to complex diseases of aging. From September 2007 through its acquisition by AbbVie Inc. in May 2015, Mr. Duggan was a member of the board of directors of Pharmacyclics, Inc., a patient-friendly, science-based, employee-driven developer of small-molecule medicines for the treatment of cancers. Mr. Duggan was also the Chairman and Chief Executive Officer of Pharmacyclics from September 2008 to May 2015 as well as its largest investor. From 1990 to 2003, Mr. Duggan was Chairman of the board of directors of Computer Motion, Inc. From 1997 to 2003, Mr. Duggan also served as Chief Executive Officer of Computer Motion. In June 2003, Computer Motion merged with Intuitive Surgical Inc. From 2003 to 2011, Mr. Duggan served on the board of directors of Intuitive Surgical. Mr. Duggan received a U.S. Congressman’s Medal of Merit from Ron Paul in 1985 and in 2000 he was named a Knight of the Legion D’Honor by President Jacques Chirac of France. He is a member of the University of California at Santa Barbara Foundation board of trustees. Mr. Duggan was appointed as a director because of his significant combined service as Chief Executive Officer of multiple innovative health care companies and career spanning over thirty years as a venture investor and advisor for a broad range of companies, and extensive expertise in vision, strategic development, planning, finance, and management. Paul A. LaViolette was appointed to our Board of Directors, as its Co-Chairman, in August 2024 and appointed as our President and Chief Executive Officer in January 2025. Mr. LaViolette brings over forty years of experience in global medical technology, operating leadership and investing. Since December 2008, he has served as the Managing Partner and Chief Operating Officer of SV Health Investors LLC, a specialist healthcare fund management company. Previously, Mr. LaViolette held various positions during his fifteen years with Boston Scientific Corporation ("BSC"), including Chief Operating Officer, President, Cardiology and President, International. While at BSC, he integrated dozens of acquisitions and led extensive product development, operations, and worldwide commercial organizations. Before BSC, Mr. LaViolette held marketing and general management positions at C.R. Bard Inc. and various marketing roles at Kendall, Inc. Since July 2020, Mr. LaViolette has served on the board of directors of Edwards Lifesciences, a publicly traded global leader of patient-focused innovations for structural heart disease and critical care monitoring. He served as the chairman of the board for Asensus Surgical, Inc., from September 2013 to October 2021, Misonix, Inc., from September 2019 to October 2021, and Thoratec Corporation, from May 2009 until its acquisition by St. Jude Medical in October 2015, each a public company, and on the boards of several other early and growth-stage private medical companies. Mr. LaViolette has also served as the Chairman of the Innovation Advisory Board of Mass General Brigham since 2015. Additionally, Mr. LaViolette served on the board and was the chairman of the Medical Device Manufacturers Association and on the board and executive committee of the Advanced Medical Technology Association. Mr. LaViolette received his bachelor's degree in Psychology from Fairfield University and earned his MBA from Boston College. Mr. LaViolette was appointed as a director because of his significant combined service as chief executive officer or senior executive officer of multiple innovative health care companies and for his career spanning over thirty years as a venture investor and advisor for a broad range of companies, and extensive expertise in vision, strategic development, planning, finance, and management. Maria Sainz was appointed to our Board of Directors on January 8, 2026. Ms. Sainz currently serves as the President and Chief Executive Officer of Hyperfine, Inc., a commercial-stage medical device company delivering an AI-powered portable MRI machine, positions she has held since October 2022. Ms. Sainz has over 30 years of operating experience in healthtech. At the executive level, she has served as President and Chief Executive Officer at each of AEGEA Medical (acquired by CooperSurgical), where she negotiated and structured its acquisition in addition to leading launch-ready efforts, from May 2018 to February 2021; CardioKinetix Inc., a VC-backed medical device company building an interventional heart failure therapy, where she led significant clinical/regulatory and financing milestones, from April 2012 to June 2017; and Concentric Medical (acquired by Stryker Corporation), a VC-backed company pioneering stroke thrombectomy, where she negotiated the acquisition and drove commercial revenue to $36M, from April 2008 to April 2012. Prior to this, Ms. Sainz served in various leadership roles at Guidant Corporation and Boston Scientific, from November 1991 to March 2008, including Strategic Advisor to the COO, President of the Cardiac Surgery Division, Vice President of Global Marketing for Vascular Intervention, and Vice President for CRM and Cardiac Surgery in EMEA. In addition, Ms. Sainz has served on the boards of numerous companies, including Shockwave Medical (NASDAQ: SWAV), Spectranetics Corp (NASDAQ: SPNC), Avanos Medical (NASDAQ: AVNS), and Orthofix Medical Inc (NASDAQ: OFIX). Ms. Sainz received her Masters in English at University Complutense University of Madrid and her Masters in International Management from the Thunderbird School of Global Management at Arizona State University. Ms. Sainz was appointed as a director because of her exceptionally strong track record of guiding both public and private medical device companies through growth, commercialization, viability, and scale.
Board and Committee Meetings
Manmeet S. Soni was appointed to our Board of Directors in November 2017 and has served as its Lead Independent Director since March 2023. Since October 2023, Mr. Soni has been the Chief Operating Officer of Summit Therapeutics, Inc. Prior to this, Mr. Soni was the President, Chief Operating Officer, and Chief Financial Officer of Reata Pharmaceuticals, Inc., a pharmaceutical company focused on developing small molecule therapeutics for the treatment of severe life-threatening diseases. Mr. Soni joined Reata in August 2019, as Chief Financial Officer, Executive Vice President and was promoted in June 2020 to Chief Operating Officer and Chief Financial Officer, Executive Vice President of Reata. Prior to joining Reata Pharmaceuticals, Mr. Soni was the Senior Vice President and Chief Financial Officer of Alnylam Pharmaceuticals Inc. from May 2017 to August 2019. From March 2016 to February 2017, Mr. Soni served as Executive Vice President, Chief Financial Officer and Treasurer of ARIAD Pharmaceuticals, Inc., a biopharmaceutical company, when ARIAD was acquired by Takeda Pharmaceutical Company Limited. Mr. Soni continued as an employee of ARIAD through May 2017. Previously, he served as Chief Financial Officer of Pharmacyclics, Inc., a biopharmaceutical company, until its acquisition by AbbVie in May 2015, after which he supported AbbVie during the post-acquisition transition through September 2015. Prior to joining Pharmacyclics, Mr. Soni worked at Zeltiq Aesthetics Inc., a publicly held medical technology company as Corporate Controller. Prior to Zeltiq, Mr. Soni worked at PricewaterhouseCoopers in the life science and venture capital group. Prior to that, he worked at PricewaterhouseCoopers India providing audit and assurance services. Mr. Soni has served as a member of the board of directors of Summit Therapeutics Inc., since December 2019. Mr. Soni has also served as a member of the board of directors of Arena Pharmaceuticals, Inc., from December 2018 to June 2021. Mr. Soni is a Certified Public Accountant and Chartered Accountant from India. Mr. Soni was appointed as a director because of his extensive experience in the life sciences industry and his financial and accounting expertise. Darrin R. Uecker has been a director of Pulse Biosciences since September 2015 and our Chief Technology Officer since September 2022. Previously, he served as our Chief Executive Officer for seven years, as the Company developed and launched its first product, the CellFX System. Mr. Uecker has over 25 years of experience in the medical device field. From January 2014 to September 2015, Mr. Uecker was the President and Chief Operating Officer of Progyny, Inc., a company that developed Eeva™, the world’s first automated time-lapse system for embryo selection during in-vitro fertilization. From June 2009 to January 2014, Mr. Uecker was the Chief Executive Officer and President as well as a Director of Gynesonics, Inc., a company that developed a novel medical device for the treatment of symptomatic uterine fibroids using ultrasound guided radiofrequency ablation. Prior to that, Mr. Uecker served in a variety of executive level roles, including as a Senior Vice President at CyperHeart, Inc. (June 2008 to June 2009), a company that developed an external beam radiation platform for the treatment of heart arrhythmias, a Senior Vice President at Conceptus, Inc. (May 2007 to June 2008), and as Chief Technology Officer at RITA Medical Systems, Inc. (January 2004 to January 2007), a medical device oncology company focused on ablative therapies. Mr. Uecker holds an M.S. degree in Electrical and Computer Engineering from the University of California at Santa Barbara. Mr. Uecker was appointed as a director because of his practical experience leading the technical, research, development, and other mission-critical functions at various life science companies developing innovative technologies. Richard A. van den Broek was appointed to our Board of Directors in August 2020. Mr. van den Broek currently serves as managing partner of HSMR Advisors, LLC, a position he has held since February 2004, and has served as a director of PhaseBio Pharmaceuticals, Inc. since February 2019 and Cogstate Ltd since 2009. Mr. van den Broek previously served on the boards of directors of Pharmacyclics, Inc., from December 2009 to April 2015, Response Genetics, Inc., from December 2010 to September 2015, Special Diversified Opportunities, Inc., from March 2008 to October 2015, and Celldex Therapeutics, Inc., from December 2014 to December 2016. Mr. van den Broek received an A.B. from Harvard University and is a Chartered Financial Analyst. Mr. van den Broek was appointed as a director because of his extensive experience in the biotechnology sector and deep understanding of the global pharmaceutical market. Mahkam “Maky” Zanganeh, D.D.S. was appointed to our Board of Directors in February 2017. Dr. Zanganeh serves as a director and co-Chief Executive Officer of Summit Therapeutics Inc. as well as the Founder/CEO of Maky Zanganeh and Associates, which provides consulting and executive management services to businesses in the areas of product development, research, transactions, and commercialization. Previously, from August 2012 to September 2015, she served as the Chief Operating Officer of Pharmacyclics Inc. She also served as Chief of Staff and Chief Business Officer of Pharmacyclics, from December 2011 to July 2012, and Vice President, Business Development, from August 2008 to November 2011. Prior to joining Pharmacyclics Inc., Dr. Zanganeh served as President Director General (2007-2008) for the French government bio-cluster project initiative in France, establishing alliances and developing small life science businesses regionally. From September 2003 to August 2008, Dr. Zanganeh served as Vice President of Business Development for Robert W. Duggan & Associates. Dr. Zanganeh also served as worldwide Vice President of Training & Education (2002-2003) and President Director General for Europe, Middle East and Africa (1998-2002) for Computer Motion Inc. Dr. Zanganeh received a DDS degree from Louis Pasteur University in Strasbourg, France and MBA from Schiller International University in France. Dr. Zanganeh was appointed as a director because of her years of executive and operational experience in the life sciences industry.
Director Compensation
Director Compensation Employee directors are not compensated, except for their regular employee compensation, for serving on the Company’s Board of Directors. For 2025, the Company’s non-employee members of the Board have been compensated as follows: Cash Compensation. Non-employee members of the Board have received the following retainer cash compensation (the “Retainer Cash Payments”), in each case payable on a quarterly basis consistent with the Company’s revised practices:
Director Compensation
| ● | each non-employee director is eligible to receive an annual retainer of $55,000; |
Director Compensation
| ● | the non-Chair members of the Strategic Advisory Committee, Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are eligible to receive an additional annual retainer of $75,000, $13,000, $7,500, and $5,500, respectively, for their service on each of these committees, as applicable; |
Director Compensation
| ● | the Chair of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are eligible to receive an additional annual retainer of $26,000, $15,300, and $11,000, respectively, for their leadership on each of these committees, as applicable; |
Director Compensation
| ● | the co-Chairman of the Board is eligible to receive an additional annual retainer of $44,000; and |
Director Compensation
| ● | the Lead Independent Director of the Board is eligible to receive an additional annual retainer of $80,000. |
Director Compensation
We have also reimbursed our non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors. Pursuant to our Amended Compensation Policy, each non-employee director may elect to convert all or a portion of his or her Retainer Cash Payments into a number of options (the “Retainer Option,” and such election, a “Retainer Option Election”). The number of shares subject to a Retainer Option will be equal to (i) the product of (A) the dollar value of the aggregate Retainer Cash Payments that the non-employee director elects to forego over the course of a specified period covered by a Retainer Option Election in favor of receiving a Retainer Option multiplied by (B) three, divided by (ii) the fair market value of a share on the date of grant of the Retainer Option, provided that the number of shares covered by such Retainer Option shall be rounded to the nearest whole share. Amended Equity Compensation: Pursuant to our Amended Compensation Policy for independent directors, each new non-employee director receives a stock option grant to purchase 50,000 shares of our common stock under the terms of the then in effect equity compensation plan. These initial awards vest over three years, with one-third of the shares subject to the option vesting on the one-year anniversary of the date of grant, and the remaining shares vesting monthly over the following two years, provided such non-employee director continues to serve as a director through each vesting date. In addition, each newly appointed member of the Strategic Advisory Committee receives a stock option grant to purchase 200,000 shares of our common stock under the terms of the then in effect equity compensation plan. These initial awards vest over four years, with one-quarter of the shares subject to the option vesting on the date of the next annual meeting of Company stockholders, and the remaining shares vesting monthly over the following three years, provided such non-employee director continues to serve as a member of the Strategic Advisory Committee through each vesting date. In addition, each non-employee director is eligible to automatically received an annual stock option grant to purchase 20,000 shares of our common stock on the date of the annual meeting beginning on the date of the first annual meeting that is held after such non-employee director receives his or her initial award, provided such non-employee director continues to serve as a director through such date. Such annual awards vest monthly over one year, provided such non-employee director continues to serve as a director through each vesting date. In the event of a “change in control,” the participant non-employee director will fully vest in and have the right to exercise awards as to all shares underlying such awards and all restrictions on awards will lapse, and all performance goals or other vesting criteria will be deemed achieved at 100% of target level and all other terms and conditions met, provided the non-employee director remains a director through the date of such change in control. In January 2025, the Board amended the stock option Mr. LaViolette received in 2024 upon his appointment to the Advisory Committee, so that it would continue to vest for so long as he remains a Service Provider, as defined by our equity compensation plans, and continues to serve on the Advisory Committee in an ex officio capacity. The following table sets forth information concerning compensation paid or earned for services rendered to us by the non-employee members of our Board of Directors for the fiscal year ended December 31, 2025. Compensation paid to Mr. Uecker is included in the section entitled, “Executive Compensation” and excluded from the table below:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Robert W. Duggan | 18,252 | 614,888 | 633,140 | | Paul A. LaViolette(2) | 39,541 | 6,717,960 | 6,757,501 | | Manmeet S. Soni | 267,255 | 364,548 | 631,803 | | Richard A. van den Broek | 48,196 | 364,548 | 412,744 | | Mahkam Zanganeh | 49,479 | 655,126 | 704,605 |
Director Compensation
| (1) Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our financial statements. During fiscal year 2025, Mr. LaViolette was granted option awards with market-based and performance-based vesting conditions. The maximum potential value of Mr. LaViolette's option awards was $16,239,000, at the time of grant, assuming the highest level of performance achieved. | | (2) Mr. LaViolette was elected to our board of directors as of August 9, 2024. As previously disclosed, Mr. LaViolette was appointed as our President and Chief Executive Officer as of January 9, 2025. |
Director Compensation
The aggregate number of shares subject to stock options, warrants or other rights to acquire stock, both outstanding and exercisable at December 31, 2025, for each of our non-employee directors, as of December 31, 2025, was as follows:
Director Compensation
| Name | Aggregate Number of Stock Options, Warrants or Rights Outstanding as of December 31, 2025 | Aggregate Number of Stock Options, Warrants or Rights Exercisable as of December 31, 2025 | | Robert W. Duggan | 261,078 | 230,682 | | Paul A. LaViolette(1)(2) | 1,750,000 | 93,750 | | Manmeet S. Soni(2) | 558,885 | 413,885 | | Richard A. van den Broek | 270,911 | 250,911 | | Mahkam Zanganeh(2) | 506,220 | 349,153 |
Director Compensation
| (1) Mr. LaViolette was elected to our board of directors, effective as of August 9, 2024. As previously disclosed, Mr. LaViolette was appointed as our President and Chief Executive Officer, effective as of January 9, 2025. | | (2) Messrs. LaViolette and Soni and Dr. Zanganeh were each granted an option to purchase up to 200,000 shares of common stock for their service on the Strategic Advisory Committee of our Board of Directors, with each grant subject to future stockholder approval of an increase in the number of shares available to grant under the Company's Equity Incentive Plan. Our stockholders ratified these grants, by special stockholder meeting, on September 30, 2025. |
Director Compensation
PROPOSAL 1:
election of directors
election of directors Our Board of Directors has nominated Robert W. Duggan, Paul A. LaViolette, Maria Sainz, Manmeet S. Soni, Darrin R. Uecker, Richard A. van den Broek, and Mahkam Zanganeh for election at the Annual Meeting to terms expiring at the 2027 annual meeting of stockholders. Please refer to “Board of Directors and Committees of the Board” section above for the nominees’ biographies. The seven nominees receiving the highest number of votes will be elected at the Annual Meeting. In the event a nominee is unable or declines to serve as a director, the proxies will be voted at the Annual Meeting for any nominee who may be designated by the Board of Directors to fill the vacancy. As of the date of this Proxy Statement, the Board of Directors is not aware of any nominee who is unable or will decline to serve as a director. Summary information regarding our nominees is set forth below, as of March 31, 2026.
election of directors
| Name | Age | Position | Director Since | | Robert W. Duggan | 81 | Co-Chief Executive Officer of Summit Therapeutics Inc. and Chief Executive Officer of Duggan Investments, Inc. | 2017 | | Paul A. LaViolette | 68 | Chief Executive Officer, President & Co-Chairman of the Board of Directors | 2024 | | Maria Sainz | 60 | Chief Executive Officer & President of HYPERFINE, Inc. | 2025 | | Manmeet S. Soni | 48 | Chief Operating Officer of Summit Therapeutics Inc. | 2017 | | Darrin R. Uecker | 60 | Chief Technology Officer of Pulse Biosciences, Inc. | 2015 | | Richard A. van den Broek | 60 | Managing Partner of HSMR Advisors, LLC | 2020 | | Mahkam Zanganeh, D.D.S. | 55 | Co-Chief Executive Officer of Summit Therapeutics Inc. and Founder/Chief Executive Officer of Maky Zanganeh and Associates | 2017 |
election of directors
There is no family relationship among any of the nominees, directors and/or any of our executive officers, except that Mr. Duggan and Dr. Zanganeh were married in December 2024 and three of our director nominees are officers of Summit Therapeutics Inc., a company controlled by Robert Duggan, its majority stockholder. Our executive officers serve at the discretion of the Board of Directors. Further information about our directors is provided in the “Board of Directors and Committees of the Board” section above.
Overview of Compensation Program
| ● | reviewing, modifying and approving our overall compensation strategy and policies, including: (a) reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers and other senior management, as appropriate; (b) evaluating and approving, or recommending to the Board for approval, compensation plans and programs advisable for us, including modifications and terminations to those plans and programs; (c) establishing policies with respect to equity compensation arrangements; (d) assessing the adequacy and competitiveness of our executive compensation programs among comparable companies in our industry; and (e) reviewing and approving the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangement for our executive officers and other senior management, as appropriate; |
Overview of Compensation Program
| ● | adopting, amending, administering, and terminating our equity compensation plans, bonus plans, deferred compensation plans, and similar programs. |
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the compensation of our principal executive officer, our principal financial officer, as well as our next two most highly compensated executive officers who were serving as executive officers as of December 31, 2025, and additional corrected information for certain of our former named executive officers:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Paul A. LaViolette(2) | 2025 | 708,523 | — | 6,717,960 | 1,416 | 7,427,899 | | Chief Executive Officer and Co-Chairman | 2024 | — | — | — | — | — | | | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — | | Jon Skinner(3) | 2025 | 366,667 | 56,000 | 2,419,035 | 1,298 | 2,843,000 | | Chief Financial Officer | 2024 | — | — | — | — | — | | | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — | | Darrin R. Uecker | 2025 | 540,312 | 328,161 | — | 1,416 | 869,889 | | Chief Technology Officer and Director | 2024 | 512,500 | 102,473 | — | 1,437 | 616,410 | | | 2023 | 433,333 | 399,973(4) | 4,556,552 | 1,420 | 5,391,278 | | | 2022 | 485,909 | — | — | 1,326 | 487,235 | | Kevin P. Danahy(5) | 2025 | 525,000 | 328,161 | — | 1,416 | 854,577 | | Former Chief Commercial Officer | 2024 | 512,500 | 102,473 | 1,319,688 | 1,437 | 1,936,098 | | | 2023 | 433,332 | 399,973(4) | 5,332,679 | 1,420 | 6,167,404 | | | 2022 | 350,038 | — | 1,215,760 | 1,203 | 1,567,001 | | Burke T. Barrett(6) | 2025 | — | — | — | — | — | | Former Chief Executive Officer and Former Director | 2024 | 327,318(8) | 108,510 | 8,700,311 | 1,437 | 9,137,576 | | | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — | | Mitchell E. Levinson(7) | 2025 | — | — | — | — | — | | Former Chief Strategy Officer and Former Director | 2024 | — | — | — | — | — | | | 2023 | 369,563 | 213,582 | 1,061,568 | 1,420 | 1,646,133 | | | 2022 | 360,000 | — | — | 1,338 | 361,338 |
Summary Compensation Table
| (1) Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized by our named executive officers. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our financial statements. During fiscal year 2025, Messrs. LaViolette and Skinner were each granted option awards with market-based and performance-based vesting conditions. The maximum potential value of their option awards were $16,239,000 and $2,625,375, respectively, at the time of their grant, assuming the highest level of performance achieved. The potential value of each of these awards is not reflected in the table above. | | (2) Mr. LaViolette was appointed as our President and Chief Executive Officer as of January 9, 2025. He did not receive any employment compensation from us during fiscal years 2024, 2023 and 2022. | | (3) Mr. Skinner joined the Company in February 2025. He did not receive any employment compensation for fiscal years 2024, 2023 and 2022. | | (4) Reflects prepayment of the 2023 bonus potential by the Company’s Board of Directors. | | (5) Mr. Danahy served as our Chief Commercial Officer from February 2022 to October 2022 and again from January 2025 to February 2026. He served as our Chief Executive Officer from October 2022 to May 2024 and again from December 2024 to January 2025. | | (6) Mr. Barrett served as our Chief Executive Officer from May 2024 to December 2024. He did not receive any compensation for fiscal years 2022 and 2023. He only received continuing severance payments in fiscal year 2025. | | (7) Mr. Levinson's status as a named executive officer ended in 2024 and his employment ended in 2026. Accordingly, we are only reporting the compensation he received in 2022 and 2023 in the above table. | | (8) Reflects a severance payment of $21,875. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents certain information concerning equity awards held by our Named Executive Officers, as of December 31, 2025. The Company had no outstanding stock awards, other than stock options, as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Name | Number of Securities Underlying Outstanding Options (#) | | Option Exercise Price ($/sh) | Option Expiration Date | | | Exercisable | Unexercisable and Unearned | | | | Paul A. LaViolette | 75,000 | 125,000(1) | 15.65 | 08/09/2034 | | | 18,750 | 31,250(2) | 15.65 | 08/09/2034 | | | — | 5,425(3) | 18.43 | 01/09/2035 | | | — | 107,075(3) | 18.43 | 01/09/2035 | | | — | 5,425(3) | 18.43 | 01/09/2035 | | | — | 332,075(3) | 18.43 | 01/09/2035 | | | — | 600,000(5) | 18.43 | 01/09/2035 | | | — | 450,000(5) | 18.43 | 01/09/2035 | | Kevin P. Danahy(6) | 75,000 | 25,000(3) | 6.41 | 02/14/2032 | | | 25,000 | 25,000(3) | 6.41 | 02/14/2032 | | | 312,500 | 112,500(3) | 1.53 | 09/23/2032 | | | 100,000 | 25,000(4) | 6.41 | 02/14/2032 | | | — | 25,000(5) | 6.41 | 02/14/2032 | | | — | 500,000(5) | 6.44 | 04/29/2033 | | | — | 200,000(5) | 7.08 | 07/12/2033 | | | — | 460,000(7) | 4.38 | 11/01/2033 | | Darrin R. Uecker | 195,000(8) | — | 30.99 | 06/07/2027 | | | 187,286(8) | — | 30.99 | 06/07/2027 | | | 54,750(4) | — | 24.03 | 03/22/2031 | | | 37,500(8) | — | 10.66 | 05/18/2030 | | | — | 500,000(5) | 6.44 | 04/29/2033 | | | — | 200,000(5) | 7.08 | 07/12/2033 | | | — | 330,000(7) | 4.38 | 11/01/2033 | | Jon Skinner | — | 19,616(3) | 20.93 | 02/03/2035 | | | — | 130,384(3) | 20.93 | 02/03/2035 | | | — | 150,000(5) | 20.93 | 02/03/2035 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Granted subject to future stockholder approval of an increase in the number of shares available to grant under the Company's Equity Incentive Plan. | | (2) Board service grant pursuant to the Company's Amended and Restated Outside Director Compensation Policy. | | (3) Grant consisting of 100% time-based vesting option grants. | | (4) Performance-based vesting stock option grants of which a portion of the performance criteria have been achieved. | | (5) Performance-based vesting stock option grants of which no performance criteria have been achieved. | | (6) Mr. Danahy served as our Chief Commercial Officer from January 2025 to February 2026. | | (7) Stock options will vest in full automatically upon the earlier to occur of (i) the six (6) year anniversary of the grant date, and (ii) the 1-year anniversary of a Change in Control, as defined by the Company’s 2017 Equity Incentive Plan; provided, however, that no Change in Control shall be found to exist for purposes of vesting of the Awards if the primary purpose of the persons investing in the Company is principally to provide working capital financing, and not to acquire a controlling interest in the Company, notwithstanding whether the sum of such investment, after the financing, equals or exceeds 50% of the ownership of the Company. | | (8) Fully-vested stock option grants. |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 401(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance information presented in this section when making its compensation decisions for either of the years shown. For further information about how we align executive compensation with the Company’s performance, please refer to the Compensation Discussion and Analysis, above. The amounts in the tables below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs. The following table sets forth the compensation for our principal executive officers (our “PEOs”) and the average compensation for certain of our other NEOs, each as reported in the Summary Compensation Table and with certain adjustments to reflect Compensation Actually Paid (“CAP”), as defined under the SEC rules. The table also provides information with respect to Cumulative Total Shareholder Return (“TSR”) and Net Income.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO Burke T. Barrett ($) | Compensation Actually Paid to PEO Burke T. Barrett ($) | Summary Compensation Table Total for PEO Kevin Danahy ($) | Compensation Actually Paid to PEO Kevin Danahy ($) | Summary Compensation Table Total for PEO Paul A. LaViolette ($) | Compensation Actually Paid to PEO Paul A. LaViolette ($) | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | PLSE Total Shareholder Return ($) | Net Loss ($ in thousands) | | (a) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (h) | | 2025 | — | — | 854,577 | (4,679,472) | 7,427,899 | 4,584,925 | 1,856,445 | (743,231) | 57.54 | (72,781) | | 2024 | 9,137,576 | 2,161,332 | 1,936,098 | 8,698,360 | — | — | 616,410 | 5,508,580 | 72.97 | (53,585) | | 2023 | — | — | 6,167,404 | 18,404,374 | — | — | 3,518,706 | 7,757,424 | 51.30 | (42,210) | | 2022 | — | — | 1,567,001 | 1,927,003 | — | — | 424,287 | (193,680) | 11.61 | (58,505) |
Pay Versus Performance
| (1) Messrs. Paul A. LaViolette and Kevin Danahy were our PEOs during 2025. Mr. Danahy served as our interim Chief Executive Officer from January 1, 2025 through January 9, 2025, upon which Mr. LaViolette assumed the role subsequent to his appointment as Chief Executive Officer. Our non-PEO NEOs for 2025 were Mr. Darrin R. Uecker, our Chief Technology Officer, and Mr. Jon Skinner, our Chief Financial Officer, subsequent to his appointment on February 3, 2025. Messrs. Danahy and Burke T. Barrett were our PEOs during 2024. Mr. Danahy served as our Chief Executive Officer from January 1, 2024 through May 12, 2024, upon which Mr. Barrett assumed the role subsequent to his appointment as Chief Executive Officer. Our non-PEO NEO for 2024 was Mr. Uecker. Mr. Danahy was our PEO for 2023 and 2022. Our non-PEO NEOs for 2023 and 2022 were Mr. Uecker and Mr. Mitchell E. Levinson, our former Chief Strategy Officer. | | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEOs and non-PEO NEOs. The amounts reflect the Summary Compensation Table with certain adjustments as detailed in the table below. |
Pay Versus Performance
| Year | Executives | Summary Compensation Table Total ($) (1) | Grant Date Fair Value of Option Awards Granted in Fiscal Year ($) | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards Granted in Fiscal Year ($) | Change in Fair Value of Outstanding and Unvested Option Awards Granted in Prior Fiscal Years ($) | Change in Fair Value as of Vesting Date of Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) | Fair Value at Vesting of Option Awards Granted in Fiscal Year That Vested During Fiscal Year ($) | Fair Value as of Prior Fiscal Year-End of Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) | Total Equity Award Adjustments ($) | Compensation Actually Paid ($) | | | | (a) | (b) | (i) | (ii) | (iii) | (iv) | (v) | (c) = (i) + (ii) + (iii) + (iv) + (v) | (a) + (b) + (c) | | 2025 | PEO: Kevin Danahy | 854,577 | — | — | (5,620,374) | 86,325 | — | — | (5,534,049) | (4,679,472) | | | PEO: Paul A. LaViolette | 7,427,899 | (6,717,960) | 4,617,545 | (608,104) | (134,455) | — | — | 3,874,986 | 4,584,925 | | | non-PEO NEOs | 1,856,445 | (1,209,518) | 726,932 | (2,121,016) | 3,926 | — | — | (1,390,158) | (743,231) | | 2024 | PEO: Burke T. Barrett | 9,137,576 | (8,700,311) | — | — | — | 1,724,067 | — | 1,724,067 | 2,161,332 | | | PEO: Kevin Danahy | 1,936,098 | (1,319,688) | — | 7,479,732 | 602,218 | — | — | 8,081,950 | 8,698,360 | | | non-PEO NEO | 616,410 | — | — | 4,913,882 | (21,712) | — | — | 4,892,170 | 5,508,580 | | 2023 | PEO: Kevin Danahy | 6,167,404 | (5,332,679) | 12,239,432 | 4,949,944 | 380,273 | — | — | 17,569,649 | 18,404,374 | | | non-PEO NEOs | 3,518,706 | (2,809,061) | 6,684,038 | 224,107 | 66,128 | 73,506 | — | 7,047,779 | 7,757,424 | | 2022 | PEO: Kevin Danahy | 1,567,001 | (1,215,760) | 1,575,762 | — | — | — | — | 1,575,762 | 1,927,003 | | | non-PEO NEOs | 424,287 | — | — | (445,513) | (172,454) | — | — | (617,967) | (193,680) |
Pay Versus Performance
| (1) The Summary Compensation Table Total for non-PEO NEOs represents the average of the total compensation paid to each of our non-PEO NEOs as shown in our Summary Compensation Table. Our non-PEO NEOs for 2025 were Messrs. Uecker and Skinner, our non-PEO NEO for 2024 was Mr. Uecker, and our non-PEO NEOs for 2023 and 2022 were Messrs. Uecker and Levinson. |
Analysis of the Information Presented in the Pay Versus Performance Tables
Analysis of the Information Presented in the Pay Versus Performance Tables Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between compensation actually paid to each of our PEOs, the average of compensation actually paid to our Non-PEO NEOs, and our net loss during the four most recently completed fiscal years. Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between compensation actually paid to each of our PEOs, the average of compensation actually paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years. The information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, 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.
Employment Agreement with Liane Teplitsky (Chief Operating Officer)
Employment Agreement with Liane Teplitsky (Chief Operating Officer) We entered into an Employment Agreement with Ms. Teplitsky on April 8, 2026, when she joined the Company as our Chief Operating Officer. Ms. Teplitsky’s employment agreement has no specific term and constitutes at-will employment. Her current annual base salary is $525,000 and she is eligible for an annual target bonus equal to 70% of her annual base salary, subject to achievement of performance objectives set by the Company. Ms. Teplitsky is also eligible to participate in employee benefit plans maintained from time to time by the Company of general applicability to other senior executives. In connection with her appointment, the Company awarded Ms. Teplitsky a stock option (the “Teplitsky Start Date Option”) to purchase up to 700,000 shares of the Company’s common stock, with an exercise price of $19.06 per share, the closing price of the Company’s common stock on April 8, 2026, Ms. Teplitsky’s employment start date and date of grant. The award was made pursuant to the terms and conditions of the Company’s Amended and Restated 2017 Inducement Equity Incentive Plan (the “Plan”). The Teplitsky Start Date Option has a ten-year term and will vest as follows: Subject to certain accelerated vesting provisions as described in the employment agreement, (A) up to 2/7 of the Teplitsky Start Date Option (equal to 200,000 option shares) will vest as follows: 1/14 will vest (equal to 50,000 option shares) on the first Anniversary of the Start Date and thereafter 1/14 (equal to 50,000 option shares per year) will vest in equal amounts on an annual basis over the three year period starting with the first anniversary of the Start Date, and (B) up to the remaining 5/7 of the option shares subject to the Teplitsky Start Date Option (equal to 500,000 options shares) will vest based upon the achievement of the following performance objectives:
Employment Agreement with Liane Teplitsky (Chief Operating Officer)
| a. | approximately 2/10.5 of which (equal to 133,333 option shares) would vest when the Company has had a market capitalization of not less than two billion ($2.0B) for 270 consecutive calendar days and the Company has generated not less than $100 million of GAAP product revenue over twelve months; |
Employment Agreement with Liane Teplitsky (Chief Operating Officer)
| b. | approximately 1/3 of which (equal to 233,334 option shares) would vest when the Company has had a market capitalization of not less than three billion ($3.0B) for 270 consecutive calendar days and the Company has generated not less than $200 million of GAAP product revenue over twelve months; and |
Employment Agreement with Liane Teplitsky (Chief Operating Officer)
| c. | approximately 2/10.5 of which (equal to 133,333 option shares) would vest when the Company has had a market capitalization of not less than five billion ($5.0B) for 270 consecutive calendar days and the Company has generated not less than $330 million of GAAP product revenue over twelve months. |
Employment Agreement with Liane Teplitsky (Chief Operating Officer)
In addition, the Company awarded Ms. Teplitsky 200,000 restricted stock units under the Plan (the “Teplitsky Start Date RSUs”). Subject to certain accelerated vesting provisions as described in the Employment Agreement, the Teplitsky Start Date RSUs will vest based upon the achievement of the following performance objectives:
Employment Agreement with Liane Teplitsky (Chief Operating Officer)
| a. | 1/4 of the Teplitsky Start Date RSUs (equal to 50,000 restricted stock units) would vest when the Company has generated not less than $100 million of GAAP product revenue over twelve months; |
Employment Agreement with Liane Teplitsky (Chief Operating Officer)
| b. | 1/2 of the Teplitsky Start Date RSUs (equal to 100,000 restricted stock units) would vest when the Company has generated not less than $200 million of GAAP product revenue over twelve months; and |
Employment Agreement with Liane Teplitsky (Chief Operating Officer)
| c. | 1/4 of the Teplitsky Start Date RSUs (equal to 50,000 restricted stock units) would vest when the Company has generated not less than $300 million of GAAP product revenue over twelve months. |
Employment Agreement with Liane Teplitsky (Chief Operating Officer)
Ms. Teplitsky has also entered into the Company’s standard inventions assignment, confidentiality and non-competition agreement and its standard indemnification agreement for officers and directors.