DEF 14A of Nextnav Inc., Apr 8, 2026

DEF 14A of Nextnav Inc.

Filed Apr 8, 2026 · FY20250001554855-26-000536

Open on EDGAR

  1. Snapshot of 2026 Director Nominees

    Snapshot of 2026 Director Nominees

  2. Snapshot of 2026 Director Nominees

    | 9 of our 10 Director Nominees are Independent | | | Our Director Nominees exhibit an effective mix of skills, experiences and perspectives, including: | | | Financial Capital Markets and M&A Expertise | Experience in Venture Capital Investing | | Extensive Public Company Directorship Experience | Oversight of Investments in Industry-Transforming Technology Companies | | Experience in the Telecommunications, Media and Technology (TMT) Industry | Terrestrial, Satellite-Based and Proximity-Based Location Systems Expertise |

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board currently consists of ten (10) members. Nine were elected by our stockholders at the 2025 Annual Meeting of Stockholders and Lisa Hook was appointed by the Board to serve as a director, effective February 24, 2026. Our Bylaws provide that each director shall hold office until the next annual meeting of stockholders and until their respective successor shall have been duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Consequently, each current director has been nominated for election at the upcoming Annual Meeting. Set forth below for each nominee for election at the Annual Meeting is a list of current Board Committee memberships and a description of their business experience, qualifications, education and skills that led our Board to conclude that such individual should serve as a member of our Board.

  4. BOARD OF DIRECTORS

    | Director/Nominee | Age | Position(s) | | Mariam Sorond | 53 | President and Chief Executive Officer and Chair of the Board of Directors | | Bandel L. Carano | 64 | Director | | Lisa Hook | 68 | Lead Independent Director | | H. Wyman Howard III | 57 | Director | | Alan B. Howe | 64 | Director | | Jonathan A. Marcus | 65 | Director | | John B. Muleta | 61 | Director | | Nicola Palmer | 58 | Director | | Lorin Selby | 62 | Director | | Neil S. Subin | 61 | Director |

  5. BOARD OF DIRECTORS

    Mariam Sorond has served as a director and as our President and Chief Executive Officer since November 2023. Prior to her appointment as our President and Chief Executive Officer, Ms. Sorond served as Chief Technology Officer of the Service Provider and Edge Business Unit at VMware since March 28, 2022 where she helped to define technical strategy internally and externally as well as lead engagements with service provider partners to influence and promote vision, product and solution alignment and adoption towards the digital transformation. From September 2019 to December 2021, Ms. Sorond served as Chief Research and Development Officer at CableLabs, where she focused on technical thought leadership, vision and strategy for the future of converged connectivity of broadband cable and mobile networks within the cable industry. Prior to CableLabs, from April 2012 to September 2019, Ms. Sorond served as Chief Wireless Architect of DISH and as the wireless expert for the company’s entry into the wireless market. Earlier in her career, Ms. Sorond worked for vendors such as Lucent Technologies (now Nokia), and several operators including ICO Global Communications, Nextel, and PrimeCo, where she began as a radio frequency engineer. Ms. Sorond has served as a member of the National Telecommunications and Information Administration’s Commerce Spectrum Management Advisory Committee since 2014 and joined as a member of the Federal Communications Commission’s Technical Advisory Committee in 2022. Ms. Sorond is also a member of the Board of Directors of CTIA, the wireless industry association. Ms. Sorond has been awarded several patents, with others pending and is an author and frequent speaker and panelist at industry forums. Ms. Sorond’s experience leading transformational change across mobile, wireless, fixed and satellite networks for more than 30 years and her leadership positions within start-ups and Fortune 500 enterprises qualify her to serve on our Board. Board Committees: Technology and National Defense Committee Bandel L. Carano has served as a director since October 2021. Prior to this, Mr. Carano served as a director of our predecessor company, NextNav, LLC, a Delaware limited liability company (“former NextNav”) from September 2014 to October 2021. Mr. Carano joined Oak Investment Partners, a multi-stage venture capital firm, in 1985 and has been a General Partner of Oak Investment Partners since 1987. Mr. Carano has been a Managing Partner of Oak Investments Partners since 2010. From 1983 to 1985, Mr. Carano was a member of Morgan Stanley’s Venture Capital Group, where he was responsible for advising Morgan Stanley on high-tech new business development and sponsoring venture investments. As a venture capitalist, Mr. Carano has been involved with numerous technology companies in the telecommunications, wireless, rich media and semiconductor industries including 2Wire, Inc., Avici Systems, Qtera Corporation, Sentient Networks, Inc. and Wellfleet Communications, among others. Mr. Carano currently serves on the boards of directors of nLight, Inc. (Nasdaq: LASR), a public company, and Centric Software, a private company. Mr. Carano has previously served on the board of several public companies, including Airspan Networks Holdings, Inc. (NYSE: MIMO), NeoPhotonics Corp. (Nasdaq: NPTN), Kratos Defense & Security Solutions, Inc. (Nasdaq: KTOS), Tele Atlas BV (acquired by TomTom (OTCMKTS: TMOAY) in 2007), Synopsys, Inc. (Nasdaq: SNPS), FiberTower Corporation (acquired by AT&T (NYSE: T) in 2018), Virata, Inc. (acquired by Globespan Inc. in 2001) and Polycom, Inc. (acquired by Plantronics, Inc. (NYSE: PLT) in 2018). Mr. Carano also serves on the Investment Advisory Board of the Stanford Engineering Venture Fund. Mr. Carano holds both a Master of Science and a Bachelor of Science in Electrical Engineering from Stanford University. Mr. Carano’s years of venture capital investing, his experience as a director of various public companies and his insights in building these businesses make him a valuable asset to our Board. Board Committees: Nominating and Corporate Governance Committee; Technology and National Defense Committee Lisa Hook has served as a director and as Lead Independent Director since February 2026. Ms. Hook has served as Managing Partner of Two Island Partners LLC, a private equity and consulting firm, since July 2018. Previously, she served as President & Chief Executive Officer of Neustar, Inc., a global information services company focused on cloud-based workflow solutions for marketing, risk, and security analytics, from October 2010 to July 2018, as President & Chief Operating Officer from 2008 until 2010, and as a member of its board of directors from November 2010 to July 2019. Ms. Hook previously held the following positions: President and Chief Executive Officer of Sunrocket, Inc., a cloud-based voice communications company, several executive positions at America Online, Inc., partner at Brera Capital Partners, Managing Director of Alpine Capital Group, LLC, an executive at Time Warner, Inc., a legal advisor to the Chairman of the Federal Communications Commission, and General Counsel of the Cable Group at Viacom International, Inc. Ms. Hook currently sits on the boards of directors of Phillip Morris International Inc. (NYSE: PM), a leading international consumer goods company, where she is Lead Independent Director, Fidelity National Information Services, Inc. (NYSE: FIS), a multinational corporation and global leader in banking and payment solutions, Nokia Corporation (NYSE: NOK), a technology leader across mobile, fixed and cloud networks, and Zayo Group Holding, Inc., a provider of high-bandwidth communications infrastructure. She has served on the National Security Telecommunications Advisory Committee since 2012. Ms. Hook previously served on the boards of directors for RB Global, Inc. (NYSE: RBA), a Canadian global asset management and disposition company, from 2021 to 2023, Ping Identity Holding Corp., a pioneer in digital identity solutions, from 2019 to 2022, Partners Group Holding AG (SW: PGHN), a global asset management company, from 2020 to 2021, Unisys Corporation (NYSE: UIS), a global information technology company, from 2019 to 2021, Worldplay, Inc. (until its acquisition by Fidelity National Information Services, Inc. in 2019) and RELX PLC (LSE: REL) and RELX NV (ENX: RN), providers of information solutions. Ms. Hook holds a Bachelor of Arts degree in public policy from Duke University and a Juris Doctor degree from the Dickinson School of Law at Pennsylvania State University. Ms. Hook was recommended to our Board by Ms. Palmer, one of our directors. Ms. Hook brings to the Board her past experience as CEO of a public company, extensive public company board experience, her leadership in global information services and deep expertise in telecommunications policy. Board Committees: Compensation and Human Capital Committee; Technology and National Defense Committee

  6. BOARD OF DIRECTORS

    H. Wyman Howard III has served as a director since May 2025. Admiral Howard retired from the U.S. Navy in September 2022 as Rear Admiral (Upper Half) after over 32 years of service for the SEAL Teams and Joint Special Operations. He has had multiple tours in command of Special Operations Joint Task Forces and was among the first to deploy into Afghanistan following the attacks on September 11, 2001. The combat contributions of the teams Admiral Howard commanded, and with whom he served, were recognized with five Presidential Unit Citations, a Navy Unit Commendation medal, and four Joint Meritorious Unit Awards. Admiral Howard’s joint, interagency, and intelligence experience includes service as the second Director of Operations for the National Geospatial-Intelligence Agency in 2016 and as the Commander, Naval Special Warfare Command from 2020 to 2022, which are equivalent leadership roles of a Chief Operating Officer and Chief Executive Officer, respectively. Admiral Howard is acknowledged for his leadership in designing new irregular deterrence capabilities and options that increase the leverage of the United States to deter the nation’s adversaries. Admiral Howard also serves on the boards of Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER), an aerial firefighting and aerospace services company, and Invitation Homes Inc. (NYSE: INVH). Admiral Howard graduated from the United States Naval Academy and holds a Master of Business Administration from the TRIUM consortium of the London School of Economics, HEC Paris School of Management, and New York University’s Stern School of Business. Admiral Howard holds a Master of Science in National Security and Resource Strategy with a focus on commercial, civil, and military space sectors from the Eisenhower School and a Professional Certificate in Artificial Intelligence and Business Strategy from the Massachusetts Institute of Technology’s Computer Science and Artificial Intelligence Laboratory. Admiral Howard is well qualified to serve as a director on our Board due to his distinctive leadership at the strategic, operational and tactical levels, where he was at the helm in command for outcomes that advanced the security of the United States and its allies. Board Committees: Compensation and Human Capital Committee; Technology and National Defense Committee (Co-Chair) Alan B. Howe has served as a director since October 2021. Prior to this, Mr. Howe served as a director of Spartacus Acquisition Corporation (Nasdaq: TMTS), an entity party to the Business Combination (as defined below), from October 2020 until the closing of the Business Combination in October 2021. He has served as co-founder and Managing Partner of Broadband Initiatives, LLC, a telecommunications consulting firm, since 2001. Mr. Howe also served as Vice President of Strategic and Wireless Business Development for Covad Communications, Inc. (formerly Nasdaq: COVD), a national broadband telecommunications company, from May 2005 to October 2008, and as Chief Financial Officer and Vice President of Corporate Development for Teletrac, Inc., a mobile data and location solutions provider, from April 1995 to April 2001. Previously, Mr. Howe held various executive management positions for Sprint Corporation (NYSE: S) and Manufacturers Hanover Trust Company. Mr. Howe has over 30 years of extensive hands-on operational expertise combined with corporate finance, business development and corporate governance experience. Mr. Howe has a broad business background and has been exposed to a wide variety of complex business situations within large corporations, financial institutions, start-ups, small-caps and turnarounds. Mr. Howe is currently a member of the board of directors and serves on the audit committee of Babcock & Wilcox Enterprises, Inc. (NYSE: BW) and as a member of the board of directors of the San Diego Rescue Mission. In December 2025, he also was elected to the board of directors and to serve as chair of the audit committee of Scully Royalty (NYSE: SRL), an iron ore royalty company with diversified merchant banking subsidiaries, but the election is being disputed by the legacy board of directors and is subject to ongoing litigation. Previously, Mr. Howe served on the boards of over twenty public companies, including Sonim Technologies Inc. (Nasdaq: SONM), Resonant, Inc. (formerly Nasdaq: RESN), Data I/O Corporation (Nasdaq: DAIO), Determine, Inc. (OTCMKTS: DTRM), Urban Communications, Inc. (formerly TSX-V: UBN), MagicJack, Vocaltec Communications Inc. (formerly Nasdaq: Call), WidePoint Corporation (NYSE American: WYY), CafePress Inc. (formerly Nasdaq: PRSS), and Orion Energy Systems, Inc. (Nasdaq: OESX). Mr. Howe holds a Bachelor of Science in Business Administration and Marketing from the University of Illinois, School of Commerce and a Master of Business Administration in Finance from the Indiana University, Kelley Graduate School of Business. Mr. Howe is well qualified to serve as a director on our Board due to his extensive financial capital markets and M&A experience, as well as his experience serving on the boards of directors of other public companies. Board Committees: Audit Committee; Nominating and Corporate Governance Committee Jonathan A. Marcus has served as a director since May 2024. Mr. Marcus serves as the Chairman of Alimco Financial Corp., a position he has held since May 2023. Prior thereto, Mr. Marcus was the Chief Executive Officer of Alimco Financial Corp. since March 2019. Prior to that, Mr. Marcus was a managing member and co-founder of Broadbill Partners, L.P., a fund focused on special situations and distressed securities. Prior to Broadbill’s inception in 2011, Mr. Marcus was the Chief Investment Officer of Cypress Management, L.P., the predecessor fund to Broadbill, which he founded in 1995 to specialize in investing in distressed securities. Mr. Marcus’s career also includes extensive investment banking and financial advisory work at Prudential-Bache Securities and Credit Suisse First Boston, with a substantial focus advising financially troubled companies or their creditors. Since January 2018, Mr. Marcus has served as Special Advisor to Milfam LLC. Mr. Marcus currently serves on the boards of directors of Alimco Financial Corp, Alimco Re Ltd., Anacomp, Inc., and Kaspien Holdings Inc. Mr. Marcus is well qualified to serve as a director on our Board due to his extensive financial capital markets and financial advisory experiences, as well as his experience serving on the boards of directors of other companies. Board Committees: Audit Committee (Chair) John B. Muleta has served as a director since January 2024. Since October 2010, Mr. Muleta has served as the Chief Executive Officer of ATELUM LLC, a technology transfer firm specializing in mobile and Internet services. From August 2014 to September 2025, Mr. Muleta served as the Managing Member of SNR Wireless Management LLC. In December 2005, Mr. Muleta founded M2Z Networks, Inc., a wireless broadband internet provider, and served as its Chief Executive Officer and director until October 2010. From March 2005 to April 2006, Mr. Muleta was a partner and the co-chair of the Communications Group at Venable LLP, a law firm. From February 2003 until March 2005, Mr. Muleta served as the Chief of the Federal Communications Commission’s Wireless Telecommunications Bureau. From January 2000 to January 2001, Mr. Muleta served as Executive Vice President of Navisite, Inc. with responsibility for International Markets and Business Development. From January 1998 to January 2000, Mr. Muleta concurrently served as president of PSINet Ventures Inc., president of PSINet’s Global Facilities Division and president of PSINet’s India, Middle East and Africa Division.

  7. BOARD OF DIRECTORS

    Mr. Muleta is well qualified to serve as a director on our Board due to his unparalleled expertise and experience in dealing with wireless policy matters, particularly spectrum allocation matters and driving innovations in public safety communications. Moreover, Mr. Muleta’s long experience in helping emerging companies in the wireless and internet sectors achieve scale is of particular relevance to the Company. Board Committees: Compensation and Human Capital Committee; Nominating and Corporate Governance Committee (Chair) Nicola Palmer has served as a director since June 2024. Ms. Palmer served as Chief Technology Ambassador of Verizon Communications, Inc. (NYSE: VZ), a global provider of technology, communications, information and entertainment products and services, having served in that role from March 2022 until her retirement in July 2023. Previously she served as Chief Product Development Officer from January 2019 to March 2022, as Chief Network Engineering Officer and Head of Wireless Networks from December 2017 to December 2018 and as Chief Technology Officer for Verizon Wireless from June 2013 to December 2017, after having served in technology roles of increasing responsibility for Verizon since October 2000. Ms. Palmer currently serves on the board of directors of Nvent Electric PLC (NYSE: NVT) and Sercomm Corporation (TPE: 5388). Ms. Palmer is well qualified to serve as a director on our Board due to her extensive expertise in building, evolving and innovating technology products, platforms and services, as well as her significant experience in digital business transformation, evaluating acquisitions and investments to drive innovation, and cybersecurity, including governance, assessment, control evaluation, security engineering, incident response and on-going business continuity planning. Board Committees: Audit Committee; Compensation and Human Capital Committee (Chair); Technology and National Defense Committee Lorin Selby has served as a director since May 2025. Admiral Selby retired as a Rear Admiral from the U.S. Navy in June 2023 after nearly 37 years of service. Admiral Selby served in several high-profile positions throughout his Navy career, making significant impacts as a Navy leader. His last assignment was as the Chief of Naval Research from May 2020 to June 2023. In that role, he led a distributed team of 3,800 personnel and developed leading-edge technologies for the Navy and Marine Corps, overseeing a $4 billion budget. A stand-out achievement in this role was the establishment of the Navy’s Hedge Strategy, which calls for the addition of thousands of small, scalable, unmanned systems and sensors, to augment existing battle force ships. He also initiated the Integrated Battle Problem experimentation series, allowing companies and government laboratories to demonstrate their ideas and products to the Navy and Marine Corps in operationally relevant environments. Previously, he served as the Chief Engineer of the United States Navy and Deputy Commander for Ship Design, Integration, and Naval Engineering at the Naval Sea Systems Command from June 2016 until May 2020. Admiral Selby was brought in to drive innovation, optimize performance, and generate new ways of doing business. He also served as the Commander of the Naval Surface Warfare Centers, becoming the first submarine officer assigned to lead a surface warfare R&D hub for these same reasons. His command at sea was the nuclear fast-attack submarine USS GREENEVILLE (SSN 772). Admiral Selby also held highly visible roles like the Deputy Director of the Navy Office of Legislative Affairs to the U.S. House of Representatives. Following his retirement, Admiral Selby has taken on various consulting roles, advising small and mid-sized technology companies. He currently serves as President and CEO of Selby Partners Consulting LLC and is a founding partner in a maritime-focused growth equity fund, Mare Liberum Capital Partners. Admiral Selby holds a Bachelor of Science in Nuclear Engineering from the University of Virginia, a Master of Science in Nuclear Engineering, and a Nuclear Engineer Degree from the Massachusetts Institute of Technology. He has also completed extensive executive business coursework, and his achievements have been recognized through numerous personal and unit awards. Admiral Selby is well qualified to serve as a director on our Board due to his extensive leadership experience, deep expertise in technology and innovation, and proven ability to drive technological advancements. Board Committees: Audit Committee; Technology and National Defense Committee (Co-Chair) Neil S. Subin has served as a director since August 2022. Mr. Subin serves as Chief Investment Officer for MILFAM, a single-family office exclusively managing the assets of the Miller family, a position he has held since January 2018. Previously, Mr. Subin was the Chairman of Broadbill Investment Partners, LLC, a private investment management firm focused on distressed and special situations investments. Prior to Broadbill, he was the founder and Managing Director of Trendex Capital Management Corp., a private investment advisor focusing primarily on financially distressed companies. Mr. Subin has held numerous other board seats, including on the boards of directors of Centrus Energy Corp. (NYSE: LEU), Alimco Financial Corp., Penn Treaty American Corp., PHAZR Inc., FiberTower Corp., Phosphate Holdings, Inc., Institutional Financial Markets, Inc. and DynTek Inc. Mr. Subin is well qualified to serve as a director on our Board due to his financial competency as well as his expertise in crafting corporate strategy and executing on corporate action, especially within the telecommunications industry. Board Committees: Audit Committee

  8. Director Nominees

    Director Nominees Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of our Board. However, at a minimum, our corporate governance guidelines provide that each nominee exhibit high standards of integrity, demonstrated strong business judgment and professional achievement, and expertise that is useful to the Company and complementary to the background and experience of other Board members. Our Board as a whole should contain a range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to all of our operations and interests. Each nominee should exhibit confidence and a willingness to express ideas and engage in constructive discussion with other Board members, management and all relevant persons. Each nominee should be able to regularly attend and participate in meetings of our Board and its committees on which he or she serves, should have the interest and ability to understand the sometimes-conflicting interests of our various constituencies, which include stockholders, employees, governmental units and the general public, and to act in the best interests of all stockholders. Further, each nominee should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all of our stockholders and to fulfill the responsibilities of a director. A stockholder wishing to nominate a person for election to our Board at any annual meeting at which our Board has determined that one or more directors will be elected must submit a written notice of his, her or its nomination of a candidate to the attention of our Secretary at our offices at NextNav Inc., 11911 Freedom Drive, Suite 200, Reston, Virginia 20190, providing: • the name, age, business address and residence address of such nominee; • the principal occupation or employment of such nominee; • the class or series and number of shares of capital stock that are owned of record and beneficially by such nominee; • such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected); • all information with respect to the stockholder that would be required to be set forth in a stockholder’s notice pursuant to our Bylaws if such person were a stockholder or beneficial owner, on whose behalf the nomination was made, submitting a notice providing for the nomination of a person or persons for election as a director or directors in accordance with our Bylaws; and • such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee. Pursuant to our Bylaws, the submission must be received by our Secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 60 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made. In no event will an adjournment or a postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period for the giving of a stockholder’s notice as described above.

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board currently consists of ten (10) members. Upon the recommendation of our Nominating Committee, our Board has nominated the following ten (10) individuals to serve until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: (i) Mariam Sorond, (ii) Bandel L. Carano, (iii) Lisa Hook, (iv) H. Wyman Howard III, (v) Alan B. Howe, (vi) Jonathan A. Marcus, (vii) John B. Muleta; (viii) Nicola Palmer, (ix) Lorin Selby, and (x) Neil S. Subin. Our Bylaws provide that each director shall hold office until the next annual meeting of stockholders and until their respective successor shall have been duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Listed above under the “Board of Directors” section of this Proxy Statement are the names and biographical information of the ten (10) nominees for director. The persons designated as proxies in the proxy card intend to vote “FOR ALL” with respect to such nominees, unless a contrary instruction is indicated on the proxy card. If for any reason any nominee should become unavailable for election, the persons designated as proxies in the proxy card may vote the proxy for the election of another person nominated as a substitute by our Board, if any person is so nominated. All nominees have consented to be named and have agreed to serve, if elected.

  10. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  11. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation paid to, awarded to, or earned by, as applicable, our Named Executive Officers for the fiscal years ended December 31, 2025 and 2024.

  12. Summary Compensation Table

    | Name and principal position | Year | Salary | Bonus(2) | Non-Equity incentive plan compensation(3) | Stock awards(4) | Option awards(5) | All other compensation(6) | Total | | Mariam Sorond | 2025 | $800,000 | $— | $800,000 | $999,992 | $3,906,689 | $17,333 | $6,524,014 | | President and Chief Executive Officer and Chair of the Board of Directors | 2024 | $550,000 | $500 | $330,000 | $1,154,033 | $1,005,113 | $16,703 | $3,056,349 | | Timothy A. Gray(1) | 2025 | $147,239 | $— | $— | $1,587,073 | $1,512,746 | $23,557 | $3,270,615 | | Chief Financial Officer | | | | | | | | | | James Black(1) | 2025 | $292,500 | $— | $— | $840,475 | $657,156 | $10,600 | $1,800,730 | | Senior Vice President, General Counsel and Secretary | | | | | | | | |

  13. Summary Compensation Table

    | (1) Mr. Black was appointed as our Senior Vice President, General Counsel, and Secretary in March 2025. Mr. Gray was appointed as our Chief Financial Officer in September 2025. Accordingly, neither were Named Executive Officers for the year ended December 31, 2024 and therefore no compensation is reported for them for 2024. | | (2) Amount reported in the “Bonus” column represents a bonus for the issuance of a patent for which Ms. Sorond was an inventor. | | (3) Amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the annual incentive bonus earned with respect to fiscal year performance that was paid in cash. See — “Annual Performance-Based Bonus” below. | | (4) Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718 (“FASB 718”), of the Restricted Stock Units (“RSUs”) granted to our Named Executive Officers under our Omnibus Plan (as defined below). Messrs. Gray and Black earned an award with an aggregate grant date fair value of $61,644 and $162,000, respectively, in immediately vested RSUs under the Company’s annual performance-based bonus plan. The remaining amounts for each NEO represent an annual award of RSUs with time-based vesting. | | (5) Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB 718, of the Options granted to our Named Executive Officers under our Omnibus Plan. The Options are categorized as non-qualified stock options under the Omnibus Plan. | | (6) Amounts reported in the “All Other Compensation” column represent the amount of safe harbor employer matching contributions under our 401(k) plan. See — “401(k) Plan” below. In addition, the amount for Mr. Gray includes a reimbursement of $22,807 for relocation expenses. |

  14. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding all equity awards outstanding as of December 31, 2025 for each of our Named Executive Officers:

  15. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | 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 ($) | | Mariam Sorond | 185,015 | 185,016(1) | 4.68 | 3/15/2034 | 500,000(6) | 8,320,000 | 1,000,000(7) | 16,640,000 | | | - | 141,362(2) | 12.14 | 3/14/2035 | 117,647(8) | 1,957,646 | | | | | - | 295,850(3) | 15.07 | 6/27/2035 | 90,579(9) | 1,507,235 | | | | Timothy Gray | - | 139,646(4) | 18.58 | 9/22/2035 | 88,791(10) | 1,477,482 | 3,372(11) | 61,644 | | James Black | - | 104,319(5) | 12.35 | 3/11/2035 | 66,779(12) | 1,111,203 | 8,862(13) | 162,000 | | (1) | Subject to continued service through each of the applicable vesting dates, 1/4 of the Options vested on November 29, 2024, and the remaining portion will continue to vest in equal quarterly installments over the subsequent three years. | | | | | | | | | (2) | Subject to continued service through each of the applicable vesting dates, 1/4 of the Options vested on March 14, 2026, and the remaining portion will continue to vest in equal quarterly installments over the subsequent three years. | | | | | | | | | (3) | Subject to continued service through each of the applicable vesting dates, 1/4 of the Options will vest on June 27, 2026, and the remaining portion will continue to vest in equal quarterly installments over the subsequent three years. | | | | | | | | | (4) | Subject to continued service through each of the applicable vesting dates, 1/4 of the Options will vest on September 22, 2026, and the remaining portion will continue to vest in equal quarterly installments over the subsequent three years. | | | | | | | | | (5) | Subject to continued service through each of the applicable vesting dates, 1/4 of the Options vested on March 11, 2026, and the remaining portion will continue to vest in equal quarterly installments over the subsequent three years. | | | | | | | | | (6) | Subject to continued service through each of the applicable vesting dates, 1/3 of the RSUs vested on November 29, 2024, and the remaining portion will continue to vest in equal quarterly installments over the subsequent two years. | | | | | | | | | (7) | Subject to continued service through each of the applicable vesting dates, 100% of the Performance-Based RSUs will vest in full upon achievement of certain regulatory milestones, to be approved by the Compensation and Human Capital Committee of the Board. The performance period is 4 years beginning from November 29, 2023. | | | | | | | | | (8) | Subject to continued service through each of the applicable vesting dates, 1/4 of the RSUs vested on March 15, 2025, and the remaining portion will continue to vest in equal quarterly installments over the subsequent three years. | | | | | | | | | (9) | Subject to continued service through each of the applicable vesting dates, 1/4 of the RSUs vested on March 14, 2026, and the remaining portion will continue to vest in equal quarterly installments over the subsequent three years. | | | | | | | | | (10) | Subject to continued service through each of the applicable vesting dates, 1/4 of the RSUs will vest on September 22, 2026 and the remaining portion will continue to vest in equal quarterly installments over the subsequent three years. | | | | | | | | | (11) | Represents Performance-Based RSUs earned in earned in February 2026 for 2025 performance. | | | | | | | | | (12) | Subject to continued service through each of the applicable vesting dates, 1/4 of the RSUs vested on March 11, 2026 and the remaining portion will continue to vest in equal quarterly installments over the subsequent three years. | | | | | | | | | (13) | Represents Performance-Based RSUs earned in earned in February 2026 for 2025 performance. | | | | | | | |

  16. Compensation of Directors

    Compensation of Directors Compensation for Service Beginning on May 22, 2025, the date our directors were elected at our 2025 Annual Meeting of Stockholders, and continuing until the next slate of directors are elected at the Annual Meeting, our non-employee directors were compensated for their services on our Board as follows (amounts are prorated for directors who did not hold a position for an entire year): Annual Board Member Service Retainer: • All Non-Employee Directors (excluding Lead Independent Director): $50,000 • Lead Independent Director: $100,000 Annual Committee Member Service Retainer (per committee): • Members of each committee: $5,000 Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer): • Chair of the Audit Committee: $20,000 • Chair of the Compensation Committee: $15,000 • Chair of the Nominating Committee: $10,000 • Co-Chair of the Technology Committee: $20,000 Directors do not receive a fee for attending meetings, but they are entitled to reimbursement of travel expenses relating to their service. Annual Equity Grant On June 30, 2025, each of the individuals who were serving as non-employee director at that time received an annual grant of restricted shares with a grant target value of $175,000, which will vest on May 1, 2026, subject to the non-employee director’s continuous service through the vesting date. The grant target value was converted into 13,154 restricted shares based on the 20-day closing price average of a share of our common stock as reported on Nasdaq for the date ending June 29, 2025, or $15.20 per share, resulting in a grant date fair value of $199,941. Ms. Sorond did not receive any compensation in either cash or equity for her service as a director. Similarly on June 30, 2025, for his service as our Lead Independent Director, John B. Muleta received a grant of 15,033 restricted shares, with a grant date fair value of $228,502, which vested on December 31, 2025. Director Compensation The following table sets forth, for the fiscal year ended December 31, 2025, the cash and non-cash compensation paid for services rendered by our non-employee directors who served for all or a portion of the year.

  17. Compensation of Directors

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total compensation ($) | | Bandel L. Carano | 58,338 | 199,941 | 258,279 | | H. Wyman Howard III | 54,536 | 199,941 | 254,477 | | Alan B. Howe | 76,621 | 199,941 | 276,562 | | Jonathan A. Marcus | 68,338 | 199,941 | 268,279 | | John B. Muleta | 109,766 | 428,442 | 538,208 | | Nicola Palmer | 70,014 | 199,941 | 269,955 | | Lorin Selby | 54,536 | 199,941 | 254,477 | | Neil S. Subin | 55,000 | 199,941 | 254,941 |

  18. Compensation of Directors

    (1) This column represents the aggregate grant date fair value of restricted stock awarded to each director in 2025, computed in accordance with FASB 718.