DEF 14A of Prothena Corp Public LTD Co
Filed Mar 27, 2026 · FY20250001559053-26-000012
DIRECTOR COMPENSATION - FISCAL YEAR 2025
DIRECTOR COMPENSATION - FISCAL YEAR 2025 The Compensation Committee, with the assistance of its independent consultant, evaluates the compen-sation of the Board each year and recommends the amount of cash and equity compensation. After considering the input of the Compensation Com-mittee’s independent compensation consultant, the Compensation Committee and Board approved fiscal year 2025 compensation program as described below. For fiscal year 2025, our Chair received an annual cash retainer fee of $90,000, and all other non-employee directors received an annual cash retainer fee of $60,000. In addition, all of our non-employee directors who served on or chaired a Board committee received the following annual committee fees:
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| Committee | Chair | Other Member | | Audit Committee | $20,000 | $10,000 | | Compensation Committee | $15,000 | $7,500 | | Nominating and Corporate Governance Committee | $10,000 | $5,000 | | Research and Development Committee | $20,000 | $10,000 |
DIRECTOR COMPENSATION - FISCAL YEAR 2025
For fiscal year 2025, the annual committee fees were unchanged from fiscal year 2024. Director and committee fees are paid in quarterly installments and pro-rated as necessary for partial year service. Each of our non-employee directors is awarded annually, on the first business day following each annual general meeting of the shareholders, a nonqualified stock option to acquire a specified number of the Company’s ordinary shares. After considering input from the independent consultant engaged by the Compensation Committee, the number of shares subject to the annual option awards was set at 20,183 shares (an increase from 15,000 shares with respect to fiscal year 2024). These options vest on the earlier of the first anniversary of the grant date or the day of the next annual general meeting of shareholders (subject to continuous service as a director until such vesting date, except in the event of certain terminations of service) and have a ten-year term. All of the options granted to our non-employee directors were awarded under our 2018 Long Term Incentive Plan, as amended (the “2018 LTIP”), and have a per share exercise price equal to the closing market price of our ordinary shares on the date of grant. Our sole non-independent director, Dr. Kinney (our President and Chief Executive Officer), does not receive any additional compensation for his service on our Board. Please see the Summary Compensation Table - Fiscal Year 2025 for a summary of the compensation received by Dr. Kinney with respect to fiscal year 2025.
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| | 2026 PROXY STATEMENT | 17 |
DIRECTOR COMPENSATION - FISCAL YEAR 2025
The following table sets forth the compensation paid to our non-employee directors in our fiscal year 2025.
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| Name | Fees Earned or Paid in Cash(1) ($) | Option Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Paula K. Cobb(4) | 85,000 | 95,831 | — | 180,831 | | Richard T. Collier | 80,000 | 95,831 | — | 175,831 | | Shane M. Cooke | 87,500 | 95,831 | — | 183,331 | | William H. Dunn, Jr. | 74,726 | 95,831 | — | 170,557 | | Lars G. Ekman | 80,000 | 95,831 | — | 175,831 | | Helen S. Kim | 65,000 | 95,831 | — | 160,831 | | Dennis J. Selkoe | 70,000 | 95,831 | 6,500 | 172,331 | | Daniel G. Welch | 97,089 | 95,831 | | 192,920 |
DIRECTOR COMPENSATION - FISCAL YEAR 2025
(1)Consists of Board retainer, committee chair, and committee service fees, pro-rated as necessary for partial year service, as described in the narrative above. (2)Represents the aggregate grant date fair value of nonqualified stock options granted to the directors under our 2018 LTIP. These amounts do not reflect amounts ultimately realized. These amounts were calculated in accordance with Financial Accounting Standards Board ASC Topic 718. For a discussion of the assumptions made in calculating the values reflected for fiscal year 2025, see Note 9 of the Consolidated Financial Statements included in our Form 10-K for our fiscal year 2025, filed with the SEC on February 27, 2026 (our "Form 10-K"). The amounts reported represent the grant date fair value of options granted on May 14, 2025, to acquire 20,183 shares, which options have an exercise price of $6.885 per share (the fair market value per share on the date of grant), vest on the earlier of the first anniversary of the grant date or the day of the next annual general meeting of shareholders (subject to continuous service as a director until such vesting date), and have a ten-year term. (3)Consists of consulting fees paid pursuant to a consulting arrangement with the Company’s wholly-owned subsidiary, Prothena Biosciences Inc, under which Dr. Selkoe provided consulting services in connection with matters related to the Company’s partnered collaboration programs. (4)Ms. Cobb resigned from the Board effective December 31, 2025. As of the end of our fiscal year 2025, the total number of shares subject to outstanding option awards held by each non-employee director serving during fiscal year 2025 were as set forth in the following table. No other equity awards were held by our non-employee directors as of the end of our fiscal year 2025.
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| Name | Outstanding Option Awards (Shares) | | Paula K. Cobb | 112,500 | | Richard T. Collier | 141,924 | | Shane M. Cooke | 141,924 | | William H. Dunn, Jr. | 65,183 | | Lars G. Ekman | 141,924 | | Helen S. Kim | 80,183 | | Dennis J. Selkoe | 110,424 | | Daniel G. Welch | 167,183 |
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| 18 | | 2026 PROXY STATEMENT |
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| PROPOSAL NO. 2 | RATIFICATION, IN A NON-BINDING VOTE, OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR 2026 AND AUTHORIZATION, IN A BINDING VOTE, OF OUR BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT COMMITTEE, TO APPROVE THE REMUNERATION OF THAT AUDITOR |
DIRECTOR COMPENSATION - FISCAL YEAR 2025
The Audit Committee is responsible for the appointment of our independent accounting firm. The Audit Committee has appointed KPMG LLP, a registered public accounting firm, as our independent accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2026, and our shareholders are being asked to ratify that appointment and authorize the Board of Directors, acting through its Audit Committee, to approve the remuneration of KPMG LLP as our auditor. Neither our Constitution nor Irish law requires shareholder ratification of the appointment of KPMG LLP as our independent registered public accounting firm. Our Board is nonetheless submitting the appointment of KPMG LLP to our shareholders for ratification, in a non-binding vote, as a matter of good governance. The Board is also requesting that shareholders authorize, in a binding vote, the Board, acting through its Audit Committee, to approve the remuneration of KPMG LLP as our auditor. If our shareholders fail to ratify such appointment of KPMG LLP, the Audit Committee will reconsider whether or not to retain KPMG LLP, but may still determine to maintain its appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year 2026. Even if the appointment of KPMG LLP is ratified by our shareholders, the Audit Committee may appoint a different independent registered public accounting firm at any time if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders. KPMG LLP has audited our financial statements since the year ended December 31, 2012. Representatives of KPMG LLP are expected to attend the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| Fees Paid to KPMG |
DIRECTOR COMPENSATION - FISCAL YEAR 2025
The following table sets forth fees paid to KPMG LLP for services provided to the Company for our fiscal years ended December 31, 2025, and 2024.
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| | Year Ended December 31, | | | | 2025 | 2024 | | Audit Fees(1) | $1,404,135 | $1,436,701 | | Audit-Related Fees | — | — | | Tax Fees(2) | 111,175 | 172,872 | | All Other Fees | — | — | | Total Fees | $1,515,310 | $1,609,573 |
DIRECTOR COMPENSATION - FISCAL YEAR 2025
(1)Consists of fees and out-of-pocket expenses for services rendered (a) for the audits of our annual financial statements, reviews of our quarterly financial statements, and audits of our Irish statutory financial statements, and (b) for the reviews of our registration statements, including the provision of comfort letters and consents. (2)Consists of fees and out-of-pocket expenses incurred in connection with international tax compliance and tax consultation services.
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| | 2026 PROXY STATEMENT | 19 |
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| Pre-Approval Policies and Procedures; Recommendation of the Board |
DIRECTOR COMPENSATION - FISCAL YEAR 2025
The Audit Committee has adopted policies and procedures requiring that the Company obtain the Audit Committee's pre-approval of all audit and permissible non-audit services to be provided by the Company’s independent registered public accounting firm. Under those policies and procedures, all such services must be pre-approved by the Audit Committee (although certain services may be pre-approved by the chair of the Audit Committee followed by Audit Committee ratification at the next Audit Committee meeting). Before pre-approving services, the Audit Committee considers the estimated fees for those services and whether those services might impair KPMG LLP's independence. Pursuant to these policies and procedures, the Audit Committee pre-approved all services provided by KPMG LLP for our fiscal years 2025 and 2024.
DIRECTOR COMPENSATION - FISCAL YEAR 2025
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION, IN A NON-BINDING VOTE, OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR 2026 AND AUTHORIZATION, IN A BINDING VOTE, OF OUR BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT COMMITTEE, TO APPROVE THE REMUNERATION OF THAT AUDITOR. |
COMPENSATION DISCUSSION AND ANALYSIS
targeted compensation for fiscal year 2025 (based on annual base salary, target annual cash incentive, and grant date fair value of RSU and option awards granted in 2025) was provided in the form of (a) cash incentives tied to actual performance against pre-determined strategic, operational, and financial objectives; and (b) RSU and option awards, which further align our named executive officers' interests with shareholders and foster long-term focus on the Company’s objectives as well as retention. Total Target Direct Compensation Focuses on "At Risk" Compensation. The charts below show the target mix of each element of the total targeted compensation in fiscal year 2025 for our Chief Executive Officer and for our other named executive officers in the aggregate, which we believe show our strong emphasis on variable pay linked to actual performance.
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee is Responsible for Executive Compensation. The Committee makes all decisions on compensation to our executive officers other than our Chief Executive Officer. In the case of our Chief Executive Officer, the Committee makes recommendations to the Board regarding his compensation, and the Board (excluding the Chief Executive Officer) makes all final decisions on his compensation. Information on the Committee and its responsibilities is provided in this Proxy Statement under the heading Corporate Governance and Board Matters - Board Committees - Compensation Committee. The Committee Utilizes an Independent Compensation Consultant. The Committee annually retains an independent executive compensation consultant to assist the Committee in making informed decisions on executive officer compensation. For fiscal year 2025 compensation decisions, the Committee retained Pay Governance as its independent executive compensation consultant. Pay Governance was engaged directly by the Committee, after the Committee assessed Pay Governance’s independence from the Company and its management. This process is repeated annually before the Committee selects its executive compensation consultant for that year. For fiscal year 2025, Pay Governance was engaged by the Committee to prepare and present a data-based assessment of compensation programs for our executive officers, with comparisons to those of "peer" companies and input on their appropriateness in accomplishing the Committee's objectives. Pay Governance was also asked to provide to the Committee specific recommendations on our executive compensation programs generally. The Committee Reviews Competitive Market Data. For fiscal year 2025, the Committee approved a "peer group" of companies to assist the Committee in its annual compensation assessments and decision-making. At the Committee's instruction, Pay Governance used criteria based on (a) industry sector, stage of development and geography (biotechnology companies in Phase 2 to 3 of clinical development or commercial stage, and companies located in the San Francisco, California area or other biotechnology hub markets that reflect Prothena's talent market), (b) market capitalization between $500 million and $5 billion (based on the Company’s then-market capitalization of approximately $1.2 billion), and (c) number of employees (generally under 600 employees). These criteria were used to develop a recommended list of peer companies, with respect to fiscal year 2025, which Pay Governance presented to the Committee. As a result of this analysis, Neumora Therapeutics, Praxis Precision Medicines, REGENXBIO, and Scholar Rock were added to our peer group; Arrowhead Pharmaceuticals, Cerevel Therapeutics, Cytokinetics, and Karuna Therapeutics were removed from our peer group. The peer group companies identified by Pay Governance and considered, discussed, and approved by the Committee to assist the Committee in its evaluation of 2025 compensation decisions were:
COMPENSATION DISCUSSION AND ANALYSIS
At the time the Committee approved this peer group, the Company’s market capitalization was at approximately the 26th percentile of the peer group’s range of approximately $480 million to $8.0 billion; the Company’s research and development expense was at approximately the 52nd percentile of the peer group’s range of approximately $40 million to $700 million; and the Company’s cash and short term investments were at approximately the 46th
COMPENSATION DISCUSSION AND ANALYSIS
The three key elements of our executive officer compensation programs for fiscal year 2025 were: base salaries, annual cash bonuses, and long-term incentive compensation in the form of stock option awards. In addition, the Committee (or the Board) has approved arrangements providing for certain payments and benefits in the event of certain terminations of employment. Base Salaries. Base salaries are intended to compensate our executive officers for serving as the senior members of our executive team. Salaries are also considered an important element of compensation necessary to retain the Company’s executive officers in a highly competitive marketplace. To accomplish these objectives, the Committee reviews and sets base salaries annually, taking into account many factors including but not limited to market competition for a particular position (typically evaluating the 50th percentile of the market data specific to each executive officer’s position); experience and past performance inside or outside the Company; role and responsibilities with the Company; tenure with the Company and associated institutional knowledge; innovative thinking and leadership; personal performance and contributions; succession planning; and past and future performance, and any other factors which the Committee considers appropriate to accomplish the purposes of this element of executive compensation. The base salaries approved in early fiscal year 2025 for our named executive officers were as follows: Dr. Kinney - $700,000; Mr. Nguyen - $603,792; Mr. Smith - $544,201; Dr. Swanson - $520,000, and Dr. Zago - $518,000. After considering the market data provided by Pay Governance, the Board approved a 6.4% increase to Dr. Kinney’s salary to align his base salary with market data for his position. After considering the market data provided by Pay Governance, the Committee approved a 4.6% increase to Dr. Zago’s base salary, and a 4.0% increase to Mr. Smith’s and Dr. Swanson’s base salaries, in each case to align their base salaries with market data for their respective positions. The Committee approved a 3.5% increase to Mr. Nguyen’s base salary. Annual Cash Bonuses. Annual cash bonus opportunities are intended principally to motivate executive officers to achieve pre-determined annual operational and financial ("corporate") objectives set by the Committee and the Board to promote achievement of our business strategies and support shareholder value creation. Following the end of each fiscal year, the Committee and the Board determine to what extent those corporate objectives were met, based on a review of the degree of achievement of each individual corporate objective. The annual cash bonuses for our executive officers other than the Chief Executive Officer are based 75% on the Company’s achievement of those corporate objectives and 25% on individual performance as determined by the Committee based on assessments by and a report from the Chief Executive Officer on each such executive officer’s individual performance (relative to the pre-determined corporate objectives as well as more generally). Our Chief Executive Officer’s annual cash bonus depends exclusively on the Company’s achievement of the pre-established corporate objectives. The Committee believes that corporate objectives are appropriate to ensure all executive officers are working together toward those goals, and that individual performance is an appropriate additional consideration to reward individual contributions to the Company’s overall success. These cash bonus awards are made under the bonus program applicable to our named executive officers (the "ICP") and are shown in the Grants of Plan-Based Awards - Fiscal Year 2025 table below. In determining the targeted annual cash bonus opportunity for each named executive officer at the beginning of fiscal year 2025, the Committee considered Pay Governance’s market data on targeted annual cash bonus opportunity and total targeted annual cash compensation among our peers. The Committee also considered the experience, performance, and criticality of each executive officer. Based on these considerations, the Committee determined each executive officer’s targeted annual cash bonus. Targeted annual cash bonuses are expressed as a percentage of base salary earned during the performance period. At the beginning of fiscal year 2025, the Committee determined not to change the target bonuses of our named executive officers from their respective levels set in 2024. Specifically, the
COMPENSATION DISCUSSION AND ANALYSIS
Committee recommended and the Board approved setting Dr. Kinney’s targeted cash bonus at 60% of his base salary earned in 2025, the Committee set Mr. Nguyen’s and Mr. Smith’s cash bonuses at 50% of their respective base salaries earned in 2025, and the Committee set Dr. Swanson’s and Dr. Zago’s targeted cash bonus at 40% of their respective base salaries earned in 2025. The maximum cash bonus that could have been earned by the named executive officers was 150% of their respective target bonuses. In setting these target bonus opportunities, the Committee determined that a higher target bonus opportunity for the Chief Executive Officer, relative to the other executive officers, was appropriate because of the position and responsibilities that our Chief Executive Officer holds. The Committee further determined that the target bonus opportunities for Mr. Nguyen and Mr. Smith (both at 50%) and Dr. Swanson and Dr. Zago (both at 40%) continued to be appropriate based on a review of market factors, as well as, the corporate duties and responsibilities of each such officer. For fiscal year 2025, the Committee (and the Board, with respect to Dr. Kinney) established pre-determined corporate objectives that it considered critical to the near- and long-term success of the Company. No payout would be earned if achievement of these objectives in the aggregate was below 60% of target. Those objectives were as set forth below, with the weightings shown. The Committee and Board considered these objectives as constituting an appropriate balance of being realistic but challenging, and that exceeding these objectives would, as a whole, require significant "stretch" performance.
COMPENSATION DISCUSSION AND ANALYSIS
Actual attainment of these objectives, as determined by the Committee and the Board, is shown above. Based on this assessment and the overall performance of the Company, the Committee and the Board determined that Company performance achieved the pre-determined corporate objectives resulting in achievement of 100% of target. Based on Dr. Kinney’s assessment and report to the Committee on each other named executive officer’s individual performance, the Committee approved annual cash bonuses to the named executive officers (other than Dr. Kinney) at 100% of their targeted annual cash bonuses, based on aggregated performance against both corporate and individual performance objectives. The Committee recommended to the Board that Dr. Kinney's annual cash bonus be 100% of his targeted annual bonus opportunity - consistent with the Committee's determination described above - which recommendation was considered, discussed, and approved by the Board. The actual annual cash bonus paid to each named executive officer for fiscal year 2025 performance is set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table - Fiscal Year 2025 below. Long-Term Incentive Compensation. Long-term incentives are an important element of our executive compensation that the Committee uses primarily to motivate our executive officers to increase shareholder value by encouraging them to identify, pursue, and invest in appropriate long-term strategies and secondarily to retain executive officers. We use stock options to link executive officer compensation directly to increases in the price of our ordinary shares, which directly reflects shareholder value. All stock options are granted with an exercise price equal to the fair market value (as defined by the 2018 LTIP) of our ordinary shares on the date of grant, and they require continued employment for four years in order to vest fully (except in the case of certain terminations of employment). Stock options therefore compensate our executive officers only if our share price increases after the date of grant and the executive officer remains employed for the periods required for the stock option to become exercisable. The Committee thus considers stock options to be a particularly effective incentive and retention tool because they motivate our executive officers to increase shareholder value and remain with the Company. While we have historically delivered equity awards in the form of nonqualified stock option awards to our named executive officers, in 2025 we introduced RSUs as a retentive vehicle to supplement the annual
COMPENSATION DISCUSSION AND ANALYSIS
awards, as further described below. We believe RSUs serve as an effective retention mechanism to foster a balance with the performance-based nature of stock options and to support the Company’s ability to retain key talent while still delivering at-risk compensation tied to the Company’s stock price performance. Annual Awards: In determining the value and form of long-term incentive compensation to be provided to each named executive officer in March 2025, the Committee considered Pay Governance’s market data, including: •The prevalence of other forms of equity-based incentive compensation used by the peer group companies; •For each executive officer, the grant date Black-Scholes value of the annual stock option awarded to the executive officer in 2024; •For each executive officer and all executive officers as a whole, the annual stock options awarded in 2024 as a percent of the Company's outstanding shares, with comparisons to the peer group data for that year; •For all executive officers as a whole, the grant-date values of the annual stock options awarded in 2024, with comparisons to the peer group data for that year; •Executive officers' individual and collective equity "ownership" through vested and unvested stock options relative to the peer group data, and the unvested value as a multiple of the estimated value of a new hire award which would be required to replace each named executive officer; •Other market data on equity compensation practices, including with respect to "burn rate" and dilution ("overhang"); and •Each executive officer's total targeted direct compensation relative to the peer group data. The Committee also considered the relative position, experience, performance, and criticality of each named executive officer. The Committee considered it critical to retain these executive officers to meet 2025 and longer-term objectives and decided that time-vested stock options continued to be the best vehicle to serve that retention need. Based on all the above considerations, in 2025, the Committee approved annual stock option awards to each of our named executive officers other than Dr. Kinney, i.e., Mr. Nguyen, Mr. Smith, Dr. Swanson, and Dr. Zago, and the Board approved an annual stock option award for Dr. Kinney. Those stock options vest as to 25% of the shares subject to the option on the first anniversary of the grant date and as to 1/48th of the shares subject to the option on each monthly anniversary thereafter, subject to continued employment on each applicable vesting date (except in the event of certain terminations of employment, as described below under the heading Change in Control and Severance Arrangements). The stock options granted to our named executive officers in March 2025 and the grant date fair value of those options are set forth in the Summary Compensation Table - Fiscal Year 2025 and the Grants of Plan-Based Awards - Fiscal Year 2025 table below. One-Time Retention Awards: As explained above, we undertook a reorganization following the discontinuation of our birtamimab program. To address the destabilization effect of the reorganization and support the Company’s ability to retain the talent deemed necessary to support our remaining wholly-owned programs, obligations to partnered programs, and anticipated business development activities, particularly in light of the highly competitive environment for talent in which we operate, the Committee took proactive steps to address our retention of key talent. This included retention awards to all of our continuing employees, with non-executive employees receiving cash or a combination of cash and RSU retention awards. In order to align the named executive officers’ interests with the interests of our shareholders and to incentivize actions that support shareholder value creation, the Committee elected to deliver the named executive officer retention awards entirely in RSUs, with a three-year vesting schedule. In sizing the award, the Committee considered market data provided by Pay Governance for retention programs at companies in similar situations as well as the current retentive hold of the Company’s existing compensation program. After this assessment, in July 2025, the Committee determined for each named executive officer (and the Board determined in the case of Dr. Kinney) a multiple of their salary based on retentive criticality to approximate the size of the RSU award. The one-time RSU awards granted to our named executive officers in fiscal year 2025 and the grant date fair value of those equity awards are set forth in the Summary Compensation Table - Fiscal Year 2025 and the Grants of Plan-Based Awards - Fiscal Year 2025 table below. Retirement Plan. Our named executive officers were eligible to participate in our tax-qualified 401(k) plan on the same terms as all other U.S. employees. The Company makes non-discretionary contributions to the accounts of all participants in the 401(k) plan, equal to 3.0% of each participant’s eligible earnings in 2025, and may also make discretionary matching contributions to all participants' accounts (which it did for fiscal year 2025, equal to 1.5% of each participant's eligible earnings in 2025), so long as each participant had deferred an equal number of dollars into their 401(k) plan account during 2025. We do not maintain a non-qualified deferred compensation plan.
COMPENSATION DISCUSSION AND ANALYSIS
| Employment and Severance Arrangements |
COMPENSATION DISCUSSION AND ANALYSIS
Dr. Kinney. In connection with his appointment as our Chief Executive Officer in September 2016, we entered into an employment agreement with Dr. Kinney that set forth his initial terms and conditions of his employment as our Chief Executive Officer. Dr. Kinney's employment agreement also provides for certain severance payments and benefits in the event of a qualifying termination of his employment. In addition, his equity awards contain accelerated vesting provisions in the event of a qualifying termination of his employment. The material terms of that employment agreement and those equity awards, as they relate to certain potential terminations of Dr. Kinney's employment, are described below under the heading Change in Control and Severance Arrangements - Gene G. Kinney. The Committee and the Board considered these arrangements to be necessary in order to secure Dr. Kinney's services as our President and Chief Executive Officer, as well as generally consistent with peer group data presented to the Committee by its independent compensation consultant. The Committee and the Board believe that these arrangements ensure that Dr. Kinney focuses solely on the best interests of our shareholders in the event of a possible, threatened, or pending change in control, despite how a change in control might affect him personally. We believe these change in control arrangements therefore serve as an important retention tool and help retain, stabilize, and focus Dr. Kinney in the event of a change in control. Other Named Executive Officers. Prior to July 30, 2025, each of our other named executive officers was eligible to participate in our Amended and Restated Severance Plan (the “Severance Plan”), which provided for certain severance payments and benefits in the event of a qualifying termination of employment. As part of the retention actions taken by the Compensation Committee to address the destabilization effect of our 2025 reorganization discussed above and to support our remaining wholly-owned programs, obligations to partnered programs, and anticipated business development activities, we entered into employment agreements with each of our other named executive officers. The employment agreements set forth the named executive officer’s 2025 base salary levels and target bonus opportunities and memorialize the named executive officers’ entitlements to certain severance benefits, which are generally consistent with the severance benefits provided under the Severance Plan. In addition, the named executive officers’ equity awards contain accelerated vesting provisions in the event of a qualifying termination of their employment. The material terms of these employment agreements and these option agreements, as they relate to certain potential terminations of employment, are described below under the heading Change in Control and Severance Arrangements - Other Named Executive Officers. For the same reasons described above with respect to Dr. Kinney, as well as the retention needs following our 2025 reorganization, the Committee considered these arrangements to be necessary in order to secure the services of these named executive officers and an important retention tool that helps retain, stabilize, and focus our executive officers in the event of a change of control.
EXECUTIVE COMPENSATION
| Summary Compensation Table - Fiscal Year 2025 |
EXECUTIVE COMPENSATION
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Gene G. Kinney, Ph.D. | 2025 | 692,973 | — | 961,800 | 3,809,738 | 415,784 | 15,750 | 5,896,045 | | President and Chief Executive Officer | 2024 | 654,129 | — | | 6,168,827 | 392,478 | 15,525 | 7,230,959 | | | 2023 | 630,547 | — | | 6,039,017 | 359,412 | 14,850 | 7,043,826 | | Tran B. Nguyen | 2025 | 600,389 | — | 652,650 | 1,092,125 | 300,195 | 15,750 | 2,661,109 | | Chief Strategy Officer and Chief Financial Officer | 2024 | 580,086 | — | | 1,707,982 | 290,043 | 15,525 | 2,593,636 | | | 2023 | 550,410 | — | | 1,870,147 | 264,885 | 14,850 | 2,700,292 | | Brandon S. Smith | 2025 | 540,713 | — | 893,100 | 1,092,125 | 270,356 | 15,750 | 2,812,044 | | Chief Operating Officer | 2024 | 520,321 | — | | 1,707,982 | 260,160 | 15,525 | 2,503,988 | | | 2023 | 501,563 | — | | 1,870,147 | 241,377 | 14,850 | 2,627,937 | | Chad J. Swanson, Ph.D | 2025 | 516,667 | — | 583,950 | 1,092,125 | 206,667 | 15,750 | 2,415,159 | | Chief Dev. Officer | | | | | | | | | | Wagner M. Zago, Ph.D. | 2025 | 514,221 | — | 583,950 | 1,092,125 | 205,689 | 15,750 | 2,411,735 | | Chief Scientific Officer | 2024 | 492,000 | — | | 1,707,982 | 196,800 | 15,525 | 2,412,307 |
EXECUTIVE COMPENSATION
| Grants of Plan-Based Awards - Fiscal Year 2025 |
EXECUTIVE COMPENSATION
| Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2025 |
EXECUTIVE COMPENSATION
| Option Exercises and Stock Vested - Fiscal Year 2025 |
EXECUTIVE COMPENSATION
| Potential Payments and Benefits upon Termination of Employment |
EXECUTIVE COMPENSATION
| Pay Ratio of Chief Executive Officer to Median Employee |
EXECUTIVE COMPENSATION
| Pay Versus Performance |
EXECUTIVE COMPENSATION
| Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers |