DEF 14A of Hycroft Mining Holding Corp, Mar 25, 2026

DEF 14A of Hycroft Mining Holding Corp

Filed Mar 25, 2026 · FY20250001493152-26-012717

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS

  2. Nominees for Election to our Board of Directors at the 2026 Annual Meeting

    Nominees for Election to our Board of Directors at the 2026 Annual Meeting Below is information relating to each director nominee, including their current ages, and a brief overview of their business experience.

  3. Nominees for Election to our Board of Directors at the 2026 Annual Meeting

    | Name | Age | Position(s) | | Diane R. Garrett, Ph.D. | 66 | Director, President, and Chief Executive Officer | | Sean D. Goodman | 60 | Director | | Michael J. Harrison | 54 | Director | | David C. Naccarati | 73 | Director | | Thomas S. Weng | 57 | Chairman of the Board |

  4. Nominees for Election to our Board of Directors at the 2026 Annual Meeting

    The Board determined that four of the five director nominees (Messrs. Goodman, Harrison, Naccarati, and Weng) are “independent directors” under Nasdaq listing standards, as discussed in detail below under “Director Independence.” Summary of Director Nominee Qualifications and Experience

  5. Nominees for Election to our Board of Directors at the 2026 Annual Meeting

    | Competency | Garrett | Goodman | Harrison | Naccarati | Weng | | Senior Executive | ● | ● | ● | ● | ● | | (Experience in the highest level of management responsible for setting and achieving organizational objectives, strategic planning, and overall decision-making) | | | | | | | Other Public Company Directorships | ● | ● | ● | | ● | | (Experience sitting on public company boards) | | | | | | | Mining Industry | ● | | ● | ● | ● | | (Technical and leadership experience in listed mining companies (whether Canadian or US) of similar size, with similar operational assets and developing projects) | | | | | | | Financial Literacy | ● | ● | ● | ● | ● | | (Knowledge of financial accounting and reporting, internal financial controls, including the ability to critically assess the financial viability and performance of the organization) | | | | | | | Capital Management | ● | ● | ● | | ● | | (Experience in capital management strategies, including debt financing and capital raisings) | | | | | | | Technical Mining, Engineering or Geology & Innovation | ● | | ● | ● | | | (Background or experience overseeing and innovating the technical engineering or geology aspects of mining) | | | | | | | Mine Development/Operating | ● | | ● | ● | | | (Experience overseeing the development of mines and/or daily operations) | | | | | | | Business Development | ● | ● | ● | ● | ● | | (Experience in identifying and implementing growth opportunities and creating long-term value for the organization from investors, markets, and relationships) | | | | | | | Permitting/Regulatory | ● | | ● | ● | ● | | (Experience relating to regulatory approvals and permitting needed in connection with mining operations and development) | | | | | | | Legal | ● | ● | | | ● | | (Experience overseeing significant legal matters at an organization including stockholder lawsuits/threats and/or government investigations) | | | | | |

  6. Nominees for Election to our Board of Directors at the 2026 Annual Meeting

    | Competency | Garrett | Goodman | Harrison | Naccarati | Weng | | Human Resources | ● | ● | ● | ● | ● | | (Experience with appointment and evaluation of senior executives as well as overseeing strategic human resource management including workforce planning, employee relations and organizational change) | | | | | | | Compensation | ● | ● | ● | ● | ● | | (Experience on compensation committees of public companies; analyzing and setting executive compensation while balancing risks, incentives, and investor relations) | | | | | | | Health, Safety, Environmental, Sustainability | ● | ● | ● | ● | ● | | (Experience related to health, safety, environmental, social responsibility and sustainability initiatives and their impact on the organization/investor relations) | | | | | | | Corporate Governance | ● | ● | ● | ● | ● | | (Knowledge of best practice governance standards) | | | | | | | Government/Regulatory/Political | ● | ● | ● | ● | ● | | (Experience in public and regulatory policies and management of impact on industry and the organization) | | | | | | | First Nations/Community Relations | ● | | ● | ● | | | (Experience with public relations relating to native peoples) | | | | | | | Information Technology and Innovation | | ● | | ● | ● | | (Experience with IT security/breaches and/or knowledge of the strategic use and governance of information technology and innovation) | | | | | | | Strategic Planning | ● | ● | ● | ● | ● | | (Ability to identify and critically assess opportunities and threats and develop effective strategies to achieve the organization’s visions and objectives.) | | | | | | | Risk Management | ● | ● | ● | ● | ● | | (Ability to identify key risks to the organization, and monitor risk and compliance management frameworks and systems) | | | | | |

  7. Nominees for Election to our Board of Directors at the 2026 Annual Meeting

    Diane R. Garrett, Ph.D. began serving as our President and Chief Executive Officer and a director on September 8, 2020, was Acting Chair of the Board from December 15, 2021, through April 8, 2022, and is a member of the Board. From June 2016 until her appointment with the Company, Ms. Garrett was the President and Chief Executive Officer of Nickel Creek Platinum Corp. (“NCP”), a mining exploration and development company listed on the Toronto Stock Exchange and the OTCQB Market. She has over 30 years of senior management and financial expertise in natural resources. Before joining NCP, she held the position of President and Chief Executive Officer and a director of Romarco Minerals Inc. (“Romarco”) from November 2002 until October 2015, taking the multi-million-ounce Haile Gold Mine project from discovery to construction. OceanaGold, Inc. acquired Romarco in 2015, at which time Ms. Garrett became a director and consultant to OceanaGold, Inc. before joining NCP in June 2016. Before that, she held numerous senior positions in public mining companies, including VP of Corporate Development at Dayton Mining Corporation and VP of Corporate Development at Beartooth Platinum Corporation. Early in her career, Ms. Garrett was the Senior Mining Analyst and Portfolio Manager in the precious metals sector with US Global Investors. Ms. Garrett received her Ph.D. in Engineering and Masters in Mineral Economics from the University of Texas at Austin. The Board determined Ms. Garrett should serve as a director due to her technical expertise and background as a senior executive in mining companies; her significant experience with permitting, developing, and constructing gold mines in addition to capital markets; as well as her success in moving a precious metals mining company from the development stage to the successful producer stage. Ms. Garrett served as a director of Novagold Resources Inc., a mineral exploration company operating in the gold mining industry (NYSE American: NG; TSE: NG), from May 2018 to June 2025, and as a director of Ausenco PYT Ltd., a privately held global engineering firm, from November 2020 to January 2025. Sean D. Goodman has been a member of our Board since April 8, 2022, and serves on the Audit (Chair), Nominating and Governance, and Compensation Committees. Mr. Goodman is the Executive Vice President and Chief Financial Officer of AMC Entertainment Holdings, Inc. (NYSE: AMC) and has served in this position since February 2020. Prior to joining AMC, Mr. Goodman was Chief Financial Officer of Asbury Automotive Group, Inc. (NYSE: ABG) from July 2017 to November 2019 and the Chief Financial Officer of Unifi, Inc. (NYSE: UFI) from January 2016 to June 2017. Earlier in his career, Mr. Goodman served in various senior strategy and finance roles at The Home Depot, Inc. (NYSE: HD). Mr. Goodman began his career as an investment banker with Morgan Stanley (NYSE: MS) and in various consulting and public accounting positions with Deloitte LLP. Mr. Goodman has a Master of Business Administration degree from The Harvard Business School and a Bachelor of Business Science degree (with honors) from the University of Cape Town in South Africa. Mr. Goodman is a certified public accountant. The Board has determined that Mr. Goodman’s financial, strategic, capital markets and information technology skills and experience as a chief financial officer of a publicly traded company add valuable insight and experience to the Board. Michael J. Harrison has been a member of our Board since May 29, 2020, and is a member of the Safety and Technical Committee (Chair), the Nominating and Governance Committee and the Environmental, Social, and Governance Committee. Since January 2, 2020, Mr. Harrison has served as Managing Partner of Sprott Resource Streaming and Royalty and Managing Director of Sprott, Inc. Since January 2, 2020, Mr. Harrison has served as the CEO of Sprott Resource Streaming and Royalty Corp. From May 7, 2019, to June 23, 2020, Mr. Harrison served as Interim President and Chief Executive Officer of Sprott Resource Holdings Inc. (“SRHI”) and before such date served as a Managing Director in the mining and metals group of SRHI since February 2017. Before joining SRHI, he was president and CEO of Adriana Resources Inc. from October 2015 to February 2017 and Vice President, Corporate Development for Coeur Mining Inc. from February 2011 to August 2015. Since September 2025, Mr. Harrison has served on the Board of Premier American Uranium (TSXV: PUR, OTCQB: PAUIF). Mr. Harrison previously served on the Board of Directors of Corsa Coal Corp. (TSXV: CSO) from March 2011 to March 2017 and on the board of directors of Macusani Yellowcake (TSXV: PLU) from May 2011 to January 2013. Mr. Harrison also served as a member of the Board of Directors of Hycroft Mining Corporation (“HMC”), the Company’s predecessor, from December 2017 until the May 29, 2020, recapitalization transaction with HMC. He also previously worked for Cormark Securities Inc. and National Bank Financial in the mining investment banking groups raising funds and providing mergers and acquisition advice to listed and private mining companies. Previously, Mr. Harrison worked internationally for BHP Exploration Division as a Project Geophysicist. Mr. Harrison holds a B.Sc.E (Honours) in Geophysics from Queen’s University and an MBA (with Distinction) from the University of Western Ontario. Mr. Harrison brings over 30 years of executive, financial, and technical knowledge in the mining industry to our Board and adds a valuable perspective. David C. Naccarati has been a member of our Board since May 2021 and is a member of the Audit Committee, Environmental, Social, and Governance Committee (Chair), and the Safety and Technical Committee. Mr. Naccarati has more than 45 years of experience in the mining industry. He currently serves as an independent consultant to the mining industry. He was a founding partner of Cupric Canyon Capital, LLC, a private equity firm focused on acquiring and developing mining properties. He served as a member of its board of directors from 2010 to 2019. Mr. Naccarati was a senior management team member for Phelps Dodge Corporation (“Phelps Dodge”), a publicly traded mining and manufacturing company, from 2004 to 2007, including serving as president of the Phelps Dodge Mining Company, a division of Phelps Dodge. Mr. Naccarati also served as an adjunct professor in the Mining and Geological Engineering Department at the University of Arizona from 2009 to 2011. Mr. Naccarati received a degree in Mining Engineering from the University of Arizona and an MBA from the Sloan School of Management (MIT). Mr. Naccarati is well qualified to serve as a member of our Board due to his significant safety, technical, and operational experience in the mining industry.

  8. Nominees for Election to our Board of Directors at the 2026 Annual Meeting

    Thomas S. Weng has been a member of our Board since May 29, 2020, and is a member of the Compensation Committee (Chair), the Audit Committee, and the Environmental, Social, and Governance Committee. Mr. Weng served as our Lead Independent Director from December 15, 2021, until his appointment as Chairman of the Board on January 15, 2025. Mr. Weng has more than 35 years of experience in the financial services sector and is a Co-Founding Partner with Alta Capital Partners, a provider of advisory and consulting services (since February 2011). From February 2007 to January 2011, Mr. Weng was a Managing Director at Deutsche Bank and Head of Equity Capital Markets for Metals and Mining throughout the Americas and across all industry segments for Latin America. Prior to 2007, he held various senior positions at Pacific Partners, an alternative investment firm, Morgan Stanley and Bear Stearns. Mr. Weng currently sits on the board of International Tower Hill Mines and Jaguar Mining Inc. Mr. Weng graduated from Boston University with a Bachelor of Arts in Economics. Mr. Weng is well qualified to serve as a member of our Board because of his extensive knowledge of strategic planning, mergers and acquisitions, finance, and mining.

  9. Director Compensation

    Director Compensation The Compensation Committee and Board of Directors approved the following initial annual director compensation arrangements, for non-employee directors:

  10. Director Compensation

    | ■ | an annual cash retainer of $55,000; | | ■ | annual committee chair fees of $12,500 for the Audit Committee, $10,000 for the Safety and Technical Committee and ESG Committee, and $7,500 for each of the Nominating and Governance Committee and the Compensation Committees; | | ■ | annual committee member fees of $5,000 for the Audit Committee, $4,000 for the Safety and Technical Committee and ESG Committee, and $2,500 for each of the Nominating and Governance Committee and the Compensation Committee; and | | ■ | $75,000 in annual equity awards in the form of restricted stock units (“RSUs”). |

  11. Director Compensation

    In addition, the Compensation Committee approved (i) an initial $50,000 equity award in the form of RSUs for each non-employee director upon their initial appointment to the Board; (ii) an annual $10,000 cash retainer for the independent Lead Director; and (iii) an annual $70,000 retainer for a non-employee independent Chairman of the Board of which $25,000 is payable in cash and $45,000 payable in RSUs. The equity awards are generally granted to each non-employee director following the Company’s annual meeting of stockholders unless otherwise determined by the Compensation Committee. In 2026, the Compensation Committee engaged Meridian to provide independent advice on executive officer and director compensation matters. The Compensation Committee and Board of Directors, utilizing the compensation consultant’s report and after discussion and review approved the following 2026 initial annual director compensation arrangements for non-employee directors:

  12. Director Compensation

    | ■ | An annual cash retainer of $60,000; | | ■ | Annual committee chair fees of $20,000 for the Audit Committee, $15,000 for the Safety and Technical Committee, $12,000 for the ESG and Nominating and Governance Committees, and $14,000 for the Compensation Committee; | | ■ | Annual committee member fees of $5,000 for the Audit Committee, Safety and Technical Committee, and Compensation Committee, $4,000 for the ESG Committee and the Nominating and Governance Committee and the Compensation Committee; and | | ■ | $120,000 in annual equity awards in the form of restricted stock units (“RSUs”). |

  13. Director Compensation

    In addition, the Compensation Committee approved (i) an initial $90,000 equity award in the form of RSUs for Sean Goodman, and $50,000 equity award in the form of RSUs for all other non-employee directors upon their initial appointment to the Board; (ii) an annual $50,000 retainer for the independent Lead Director of which $20,000 is payable in cash and $30,000 is payable in the form of RSUs; and (iii) an annual $125,000 retainer for a non-employee independent Chairman of the Board of which $40,000 is payable in cash and $85,000 in the form of RSUs. The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2025:

  14. 2025 Director Compensation

    2025 Director Compensation

  15. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Stephen A. Lang | 81,313 | 75,000 | 156,313 | | David C. Naccarati | 79,625 | 75,000 | 154,625 | | Michael J. Harrison | 67,500 | 75,000 | 142,500 | | Thomas S. Weng | 99,173 | 120,000 | 219,173 | | Marni Wiehofer | 73,750 | 75,000 | 148,750 | | Sean D. Goodman/AMC | 70,250 | 75,000 | 145,250 |

  16. 2025 Director Compensation

    | (1) Amounts reflect the annual cash retainers that the non-employee directors earned for their service in respect of 2025 under our non-employee director compensation policy. | | (2) Amounts reflect the aggregate grant date fair value as computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, assuming no forfeitures. These amounts reflect accounting values, and do not necessarily correspond to the actual value that the non-employee directors will realize. As of December 31, 2025, each non-employee director had the following outstanding unvested RSUs. The Company has not granted stock options. |

  17. 2025 Director Compensation

    | Name | No. of Unvested RSUs Held as of December 31, 2025 | | Stephen A. Lang(1) | 11,981 | | David C. Naccarati | 11,981 | | Michael J. Harrison | 11,981 | | Thomas S. Weng(2) | 19,170 | | Marni Wieshofer | 11,981 | | Sean D. Goodman (AMC) | 11,981 |

  18. 2025 Director Compensation

    | (1) Mr. Lang elected to defer conversion of 3,378 RSUs awarded for his initial director equity grant and 2021 annual director equity grant, to the extent they vest, until the date of his separation from service as a Board member. He additionally elected to defer conversion of 35,928 RSUs, awarded on May 23, 2024 as part of his annual director compensation, to the extent they vest, until the date of his separation from service as a Board member, as well as 11,981 awarded on June 30, 2025 | | (2) Mr. Weng elected to defer conversion of 673 RSUs awarded for this initial director grant, 2,700 RSUs awarded for his 2021 l director equity grant, 22,455 RSUs awarded for this 2024 grant, and 19,169 for his 2025 annual director equity grant, to the extent they vest, until the date of his separation from service as a Board member. |

  19. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the compensation for the services in all capacities to us or our subsidiary companies for the years ended December 31, 2025 and 2024 of our Chief Executive Officer and our Chief Financial Officer (each an “NEO” and together, the “NEOs”).

  20. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3)(8) | Total ($) | | Diane R. Garrett, Ph.D.(4) | 2025 | $600,000 | $735,000 | $313,000 | $22,806 | $1,670,806 | | President and Chief Executive Officer | 2024 | $600,000 | $635,000 | $200,400 | $22,559 | $1,457,959 | | Stanton K. Rideout(5) | 2025 | $425,000 | $422,025 | $156,000 | $22,806 | $1,026,331 | | Executive Vice President & Chief Financial Officer | 2024 | $425,000 | $385,000 | $167,000 | $22,559 | $999,559 | | Rebecca A. Jennings (6) | 2025 | $315,000 | $222,075 | $125,200 | $22,806 | $685,081 | | Senior Vice President, General Counsel & Corporate Secretary | 2024 | $315,000 | $200,500 | $133,600 | $22,559 | $671,659 | | David B. Thomas(7) | 2025 | $300,000 | $211,500 | $125,200 | $22,806 | $659,506 | | Senior Vice President, Operations & General Manager | 2024 | $293,750 | $200,000 | $133,600 | $22,559 | $649,909 |

  21. 2025 Summary Compensation Table

    | (1) Amounts represent payments under the Company’s incentive bonus plan. | | (2) Amounts reflect the aggregate grant date fair value of awards granted during the fiscal year noted as computed in accordance with FASB’s ASC Topic 718, assuming no forfeitures. These amounts reflect the Company’s accounting values and do not necessarily correspond to the actual value that the NEOs may realize. | | (3) During 2025 and 2024, “All Other Compensation” consisted of the following: |

  22. 2025 Summary Compensation Table

    | Name | Year | 401(k) Matching Contributions | Life Insurance Premiums | Total | | Diane R. Garrett, Ph.D. | 2025 | $21,000 | $1,806 | $22,806 | | | 2024 | $20,700 | $1,859 | $22,559 | | Stanton K. Rideout | 2025 | $21,000 | $1,806 | $22,806 | | | 2024 | $20,700 | $1,859 | $22,559 | | Rebecca A. Jennings | 2025 | $21,000 | $1,806 | $22,806 | | | 2024 | $20,700 | $1,859 | $22,559 | | David B. Thomas | 2025 | $21,000 | $1,806 | $20,806 | | | 2024 | $20,700 | $1,859 | $22,559 |

  23. 2025 Summary Compensation Table

    | (4) Ms. Garrett was hired effective September 8, 2020. Her annual base salary was set at $550,000 and increased to $600,000 on April 1, 2022. Ms. Garrett’s salary did not increase in 2023, 2024, or 2025. | | (5) Mr. Rideout was hired effective October 20, 2020. His annual base salary was set at $375,000 and increased to $425,000 on April 1, 2022. Mr. Rideout’s salary did not increase in 2023, 2024, or 2025. | | (6) Ms. Jennings was hired effective October 24, 2022. Her annual salary was set at $300,000 and increased to $315,000 on May 23, 2023. Ms. Jennings’ salary did not increase in 2024 or 2025. | | (7) Mr. Thomas was hired effective December 28, 2020. His annual salary was $240,000 and increased to $260,000 on April 1, 2022, increased to $275,000 on April 1, 2023, and increased to $300,000 on April 1, 2024. Mr. Thomas’ salary did not increase in 2025. | | (8) The amounts reported for 2024 in the “All Other Compensation” and “Total” columns have been corrected from the amounts previously reported in the Company’s 2024 proxy statement to reflect corrected amounts for 401(k) matching contributions and life insurance premiums included in “All Other Compensation.” The amounts reported for 2024 in the Salary, Bonus and Stock Awards columns were unchanged. |

  24. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes information for each NEO with respect to outstanding equity awards as of December 31, 2025.

  25. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Stock Awards | | | | | | Name | Number of Shares or Units of Stock that Have Not Yet Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Diane R. Garrett, Ph.D. | 33,334 | 792,349 | - | | | | 40,200 | 955,554 | - | - | | | 100,000 | 2,377,000 | - | | | Stanton K. Rideout | 16,667 | 396,175 | - | | | | 33,500 | 796,295 | - | - | | | 50,000 | 1,188,500 | - | | | Rebecca A. Jennings | 30,000 | 713,100 | - | - | | | 13,334 | 316,949 | - | - | | | 26,800 | 637,036 | - | - | | | 40,000 | 950,800 | | | | David B. Thomas | 7,667 | 182,245 | - | - | | | 26,800 | 637,036 | - | - | | | 40,000 | 950,800 | - | |

  26. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) The vesting schedules for the time-based RSUs for each NEO are as follows: |

  27. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | RSU Grant Amount | Grant Date | Vesting Schedule | | Diane R. Garrett, Ph.D. | 100,000 | 04/18/2023 | See footnote(a) | | | 60,000 | 05/23/2024 | See footnote(b) | | | 100,000 | 06/30/2025 | See footnote(c) | | Stanton K. Rideout | 50,000 | 04/18/2023 | See footnote(a) | | | 50,000 | 05/23/2024 | See footnote(b) | | | 50,000 | 06/30/2025 | See footnote(c) | | Rebecca A. Jennings | 30,000 | 10/24/2022 | See footnote(d) | | | 40,000 | 04/18/2023 | See footnote(a) | | | 40,000 | 05/23/2024 | See footnote(b) | | | 40,000 | 06/30/2025 | See footnote(c) | | David B. Thomas | 23,000 | 04/18/2023 | See footnote(a) | | | 40,000 | 05/23/2024 | See footnote(b) | | | 40,000 | 06/30/2025 | See footnote(c) |

  28. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (a) Subject to the continued employment with the Company, the RSUs generally vest 33% for the first and second installment and 34% for the third installment with the first tranche vesting on April 18, 2024, the second tranche vesting on April 18, 2025, and the third tranche vesting on April 18, 2026. Vested RSUs will convert into shares of Common Stock after vesting; provided, however, that if, on that conversion date, the holder is prohibited from trading under the Company’s policies or pursuant to applicable securities laws, the conversion date shall be, in the determination of the Board’s Compensation Committee, the first full trading day after the date the reporting person is no longer prohibited from such trading. | | (b) Subject to the continued employment with the Company, the RSUs generally vest 33% for the first and second installment and 34% for the third installment with the first tranche vesting on May 23, 2025; the second tranche vesting on May 23, 2026, and the remaining tranche vesting on May 23, 2027. Vested RSUs will convert into shares of Common Stock after vesting; provided, however, that if, on that conversion date, the holder is prohibited from trading under the Company’s policies or pursuant to applicable securities laws, the conversion date shall be, in the determination of the Board’s Compensation Committee, the first full trading day after the date the reporting person is no longer prohibited from such trading. | | (c) Subject to the continued employment with the Company, the RSUs generally vest 33% for the first and second installment and 34% for the third installment with the first tranche vesting on June 30, 2026; the second tranche vesting on June 30, 2027, and the remaining tranche vesting on June 30, 2028. Vested RSUs will convert into shares of Common Stock after vesting; provided, however, that if, on that conversion date, the holder is prohibited from trading under the Company’s policies or pursuant to applicable securities laws, the conversion date shall be, in the determination of the Board’s Compensation Committee, the first full trading day after the date the reporting person is no longer prohibited from such trading. | | (d) Subject to the reporting person’s continued employment with the Company, the RSUs will generally vest on October 24, 2026. |

  29. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) The fair market value was calculated based on the closing price of the Company’s Common Stock on December 31, 2025, of $23.77 per share. |

  30. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to disclose certain information about the relationship between the compensation actually paid to our NEOs and certain measures of Company performance. The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our total shareholder return and net income performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our other NEOs are referred to as our “Non-PEO NEOs”. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Philosophy and Objectives”.

  31. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net Income (Loss) (in thousands) | | 2025 | $1,670,806 | $5,423,008 | $790,306 | $2,837,135 | $446.80 | $(40,664) | | 2024 | $1,457,959 | $1,428,191 | $773,709 | $735,314 | $41.54 | $(60,896) | | 2023 | $1,586,412 | $1,061,255 | $979,314 | $714,214 | $46.05 | $(55,024) |

  32. Pay Versus Performance

    (1) The PEO and other NEOs for the indicated years were as follows:

  33. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Diane R. Garrett, Ph.D. | Stanton K. Rideout, Rebecca A. Jennings, David B. Thomas | | 2024 | Diane R. Garrett, Ph.D. | Stanton K. Rideout, Rebecca A. Jennings, David B. Thomas | | 2023 | Diane R. Garrett, Ph.D. | Stanton K. Rideout |

  34. Pay Versus Performance

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  35. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

  36. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

    | Year | 2025 | 2024 | | Summary Compensation Table Total | $1,670,806 | $1,457,959 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(313,000) | $(200,400) | | (Minus): Change in Pension Value | $0 | $0 | | Plus: Pension Service Cost and Associated Prior Service Cost | $0 | $0 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $2,377,000 | $132,600 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $1,585,393 | $(22,848) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $102,809 | $60,880 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $5,423,008 | $1,428,191 |