DEF 14A of Delcath Systems, Inc.
Filed Apr 2, 2026 · FY20250001628280-26-022948
PROPOSAL 1: ELECTION OF TWO CLASS II DIRECTORS
PROPOSAL 1: ELECTION OF TWO CLASS II DIRECTORS Our certificate of incorporation and bylaws, each as currently amended and in effect, state that our Board will consist of a number of directors that will be fixed exclusively by the Board from time to time in accordance with the bylaws of the Company. Our Board has fixed the number of directors comprising the Board at six members. Each director holds office until his or her successor is duly elected and qualified or, if sooner, until the director’s death, resignation, retirement, disqualification or removal. Any vacancy in the Board, including a vacancy that results from an increase in the number of directors, may be filled only by the vote of a majority of the remaining directors then in office. Our certificate of incorporation also provides that our Board is divided into three classes of directors, with the classes as nearly equal in number as possible. Subject to any earlier resignation or removal in accordance with the terms of our certificate of incorporation and bylaws, our current Class II directors, if elected, will serve until the Company’s 2029 annual meeting of stockholders; our current Class III directors will serve until the 2027 annual meeting of stockholders; and our current Class I directors will serve until the 2028 annual meeting of stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by our Board among the three classes as equally as possible. Our Board has nominated Elizabeth Czerepak and John R. Sylvester for election as Class II directors at the Annual Meeting, to serve until the Company’s 2029 annual meeting of stockholders. The nominees are presently directors, and have indicated a willingness to continue to serve as director, if elected. If a nominee becomes unable or unwilling to serve, proxies may be voted for substitute nominees selected by our Board.
Nominee for Election as Class II Director
Nominee for Election as Class II Director
Nominee for Election as Class II Director
| Name | Age | Position with Delcath | Director Since | | Elizabeth Czerepak | 70 | Director | 2020 | | John R. Sylvester | 62 | Non-Executive Chairman | 2019 |
Nominee for Election as Class II Director
Biographical information, including principal occupation and business experience during the last five years, for our director nominee is set forth below. Elizabeth Czerepak was appointed as a director of the Company in February 2020. Ms. Czerepak has more than thirty-five years of financial leadership and strategy development experience across the pharmaceutical and biotechnology fields. Ms. Czerepak currently serves as Chief Financial Officer at Mirror Biologics, Inc., a private, clinical-stage company focused on cell-based oncology therapies, since April 2024. She also served as Acting Chief Executive Officer from July 2024 to May 2025. Before joining Mirror Biologics, Inc., she served as the Chief Financial Officer at Sorrento Therapeutics, Inc., a public, clinical stage biopharmaceutical company focused on developing oncology, non-opioid pain, and Covid therapies, from May 2022 to November 2023. Ms. Czerepak also served as Chief Financial Officer at Scilex Holdings Company, a public, commercial stage pharmaceutical company focused on developing and commercializing non-opioid pain therapies, from May 2022 to September 2023. She continued to serve as consultant to Scilex Board of Directors until September 2024. Prior to that, from September 2020 to May 2022, she served as Chief Financial Officer at BeyondSpring Inc., a public, clinical stage immuno-oncology biopharmaceutical company. Earlier, Ms. Czerepak served as Chief Financial Officer at two biotechnology companies that she led through the IPO process. Her pharma executive level experience includes M&A, licensing, business development and finance. Ms. Czerepak currently serves as audit chair and a director at TransCode Therapeutics, Inc., a public, clinical stage oncology company, since October 2025. She served as a member of the board of directors of Sorrento Therapeutics, Inc. from October 2021 to May 2022. She received a B.A. magna cum laude in Spanish and Mathematics Education from Marshall University and an MBA from Rutgers University. In 2020, Elizabeth earned a Corporate Director Certificate from Harvard Business School. Ms. Czerepak brings to our Board extensive experience in the pharmaceutical and biotech industries, including as a senior finance executive of publicly traded biopharmaceutical companies. John R. Sylvester was appointed as a director of the Company in July 2019. He has served as the Non-Executive Chairman of the Board since February 2023. Mr. Sylvester currently serves as a non executive chairmanship of R2 Pharma, a leading Radio Pharmaceutical business in Brazil. Mr. Sylvester most recently served as CEO of Curium Pharma’s SPECT and International businesses. Prior to that he served as Chief Commercial Officer of BTG plc, which he joined in 2011 and had roles leading both their Interventional Oncology and Interventional Vascular businesses as well as a period as Chief Development Officer accountable for Strategy, M&A and Market Access. This culminated in an exit to Boston Scientific for $4.2 billion. Prior to BTG, Mr. Sylvester was Managing Director of Biocompatibles plc, building their Interventional Oncology business which led to a successful exit to BTG for £166.0 million. Mr. Sylvester joined Biocompatibles following a period as the Vice President of Marketing for Baxter Healthcare’s $750.0 million European Medication Delivery business based in Brussels then Zurich accountable for six strategic business units incorporating drugs, devices and drug device combinations. Before this, Mr. Sylvester held a number of senior commercial roles in the industrial sector. Immediately prior to Baxter Healthcare, Mr. Sylvester was the General Manager of a Minerals company with $4.0 billion of assets on three continents, $500.0 million of sales and 1,500 employees. Mr. Sylvester graduated with joint honors in Biochemistry and Applied Molecular Biology from the University of Manchester. Mr. Sylvester’s extensive international experience with business strategy and commercialization in the healthcare space as well as his educational background enhances our Board. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE TWO CLASS II DIRECTOR NOMINEES.
Directors Continuing in Office Until the 2027 (Class III) and 2028 (Class I) Annual Meetings
Directors Continuing in Office Until the 2027 (Class III) and 2028 (Class I) Annual Meetings The following table sets forth information concerning our continuing directors:
Directors Continuing in Office Until the 2027 (Class III) and 2028 (Class I) Annual Meetings
| Name | Age | Position with Delcath | Director Since | | Steven Salamon | 60 | Director | 2020 | | Bridget Martell, M.A. M.D. | 60 | Director | 2024 | | Gerard Michel | 62 | Chief Executive Officer (CEO) and Director | 2020 | | Gilad Aharon, Ph.D. | 52 | Director | 2020 |
Directors Continuing in Office Until the 2027 (Class III) and 2028 (Class I) Annual Meetings
Biographical information, including principal occupation and business experience during the last five years, for our directors whose terms continue is set forth below.
Class III Directors (Term Expires at 2027 Annual Meeting)
Class III Directors (Term Expires at 2027 Annual Meeting) Steven Salamon was appointed as a director of the Company in May 2020. Mr. Salamon is a co-founder of, and has served as Portfolio Manager at, Rosalind Advisors, Inc., a life sciences-focused investment manager (“Rosalind Advisors”), since 2006. Mr. Salamon holds an MBA from the Ivey Business School and a Bachelors of Applied Science degree in Engineering Physics from the University of Toronto. Prior to co-founding Rosalind Advisors, Mr. Salamon worked as an equity analyst at HSBC Securities and RBC Capital Markets (formerly RBC Dominion Securities). Prior to completing his MBA, Mr. Salamon worked as a product engineer for Chrysler Corporation. Mr. Salamon brings to our Board his manufacturing, financial and investment industry experience, his understanding of our business and our industry and his strategic insight. In addition, Mr. Salamon provides a valuable stockholder perspective to the Board. Mr. Salamon was elected to our Board pursuant to a Board Appointment Agreement entered into with certain of our stockholders, Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P. Bridget Martell, M.A. M.D. was appointed to Delcath Systems’ Board of Directors in May 2024. She brings a wealth of experience from her roles in senior management and as a director at multiple biotechnology companies. Currently, she serves as an independent director at Aligos Therapeutics and Achieve Life Sciences. Dr. Martell previously held director roles at POINT Biopharma Global and Ayala Pharmaceuticals. Dr. Martell is a Managing Director of her consulting practice, BAM Consultants, LLC since April 2013. Her past executive roles include Biotechnology Operating Partner at Two Bear Capital and President and CEO of Artizan Biosciences and Chief Medical Officer for various biotech companies. Dr. Martell holds a B.S. in Microbiology from Cornell University, an M.A. in Molecular Immunology from Boston University, and an M.D. from Chicago Medical School. She completed her internal medicine residency and served as Chief Resident and was a RWJ Clinical Scholar at Yale University, where she continues to engage as an Entrepreneur In Residence at Yale Ventures.
Class I Directors (Term Expires at 2028 Annual Meeting)
Class I Directors (Term Expires at 2028 Annual Meeting) Gerard Michel was appointed as a director of the Company and its CEO in October 2020. Mr. Michel has over 30 years of experience in the pharmaceutical and medical technology industries across multiple functional areas. Prior to joining the Company as its CEO on October 1, 2020, he was Chief Financial Officer of Vericel Corporation, a biopharmaceutical company, since June 2014 where he was a key member of the management team that integrated a transformative acquisition and revised the company’s business model from a research focused company to a fully integrated, profitable commercial business. Currently, he serves as an independent director at Beta Bionics, a public, commercial stage medical device company. Mr. Michel holds an M.S. in Microbiology from the University of Rochester School of Medicine, an M.B.A. from the Simon School of Business, and a B.S. in both Biology and Geology from the University of Rochester. We believe that the Board is greatly enhanced by Mr. Michel’s decades of experience in the pharmaceutical and medical technology industries, his strong leadership skills and his in-depth understanding of the Company and its goals from his experience as our CEO. Gilad Aharon, Ph.D. was appointed as a director of the Company in May 2020. Dr. Aharon is a co-founder of and has served as a Portfolio Manager at Rosalind Advisors, Inc., since 2006. Dr. Aharon holds a Ph.D. in Biophysics and Molecular Biology from the University of Toronto. Prior to co-founding Rosalind Advisors, Dr. Aharon worked as an equity analyst at Infinium Securities Inc. Dr. Aharon’s financial and investment industry experience, his understanding of our business and our industry and his educational background make him extremely valuable to our Board. Dr. Aharon also provides a valuable stockholder perspective to the Board. Dr. Aharon was elected to our Board pursuant to a Board Appointment Agreement entered into with certain of our stockholders, Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P.
Board of Directors
Board of Directors We currently have six directors serving on the Board. The Board oversees the business affairs of the Company and monitors the performance of management. In accordance with our corporate governance principles, our Board does not involve itself in the day-to-day operations of the Company. The directors keep themselves informed through discussions with the Chairman of the Board, Mr. Sylvester, Mr. Michel, in his capacity as Director and CEO, and other key executives, and by reading the reports and other materials that management sends them and by participating in Board and committee meetings. Our directors hold office until their successors are elected and qualified, or, if sooner, until the director’s death, resignation, retirement, disqualification or removal.
Compensation and Stock Option Committee
Compensation and Stock Option Committee The Compensation and Stock Option Committee, (the “Compensation Committee”), assists the Board in the discharge of the Board’s responsibilities with respect to the compensation of our directors, executive officers, and other key employees and consultants. The Compensation Committee establishes our overall compensation philosophy and is authorized to approve the compensation payable to our executive officers, including our named executive officers, and other key employees, including all perquisites, equity incentive awards, cash bonuses, and severance packages. The Compensation Committee also administers certain of the Company’s employee benefit plans, including its equity incentive plans, and is responsible for assessing the independence of compensation consultants and legal advisors. The Compensation Committee exercises sole power to retain compensation consultants and advisors and to determine the scope of the associated engagements. During the fiscal year 2025, our Compensation Committee engaged FW Cook in an effort to better align our compensation program with best practices. The current members of the Compensation Committee are Mr. Sylvester (Chair) and Dr. Aharon, each of whom is “independent” within the meaning of the Nasdaq listing rules. During 2025, the Compensation Committee met four times. The Compensation Committee has a written charter, that satisfies the applicable listing standards of Nasdaq and can be accessed on our website; go to www.delcath.com, click on “Investors,” then “Governance.”
Recommendations by Stockholders of Director Nominees
Recommendations by Stockholders of Director Nominees The Nominating Committee will consider any recommendation by a stockholder of a candidate for nomination as a director. If a stockholder wants to recommend a director candidate for consideration by the Nominating Committee, the stockholder should submit the name of the proposed nominee, together with the reasons why the stockholder believes the election of the candidate would be beneficial to the Company and our stockholders and the information about the nominee that would be required in a proxy statement requesting proxies to vote in favor of the candidate. The stockholder’s submission must be accompanied by the written consent of the proposed nominee to being nominated by the Board and the candidate’s agreement to serve if nominated and elected. Any such submission should be directed to the Nominating Committee at our principal office, 566 Queensbury Avenue, Queensbury, NY 12804. If a stockholder intends to nominate a person for election to the Board at an annual meeting, the stockholder must provide us with written notice of his or her intention no later than the deadline for receiving a stockholder proposal for inclusion in our proxy statement for such meeting and must otherwise comply with our amended and restated certificate of incorporation. Copies of any recommendation received in accordance with these procedures will be distributed to each member of the Nominating Committee. One or more members of the Nominating Committee may contact the proposed candidate to request additional information.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The Compensation Committee reviews and recommends to the Board appropriate non-employee director compensation programs for service as directors, committee chairs, and committee members. In lieu of per-meeting fees, non-employee directors of the Company are paid annual retainers for Board service and certain additional annual retainers for chairing or serving as a member of the committees of the Board as follows:
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Annual Retainer ($)(1) | | Board Service | 50,000 | | Chairman of the Board | 35,000 | | Chair of Audit Committee | 20,000 | | Member of Audit Committee | 10,000 | | Chair of Compensation Committee | 15,000 | | Member of Compensation Committee | 7,500 | | Chair of Nominating and Corporate Governance Committee | 10,000 | | Member of Nominating and Corporate Governance Committee | 5,000 |
NON-EMPLOYEE DIRECTOR COMPENSATION
(1) Following our Compensation Committee and Board’s review of our non-employee director compensation program in 2025, we increased the retainer for serving as the Chairman of the Board from $25,000 to $35,000, effective May 15, 2025. Each non-employee director who is in service on the date of each annual meeting of stockholders is also entitled to receive an annual grant of options to purchase shares of Common Stock under our 2020 Plan, which vests in 12 equal monthly installments, subject to the director’s continued service to the Company through each applicable vesting date. The number of options granted each year are approved by the Board based on the recommendation by our independent compensation consultant, FW Cook. Additionally, we reimburse all non-employee directors for their reasonable out-of-pocket travel expenses incurred in attending meetings of our Board or any committees of the Board. The following table sets forth the compensation awarded to, earned by or paid to each non-employee director who served on our Board in 2025.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Gil Aharon, Ph.D. | 57,500 | 236,216 | 293,716 | | Elizabeth Czerepak | 70,000 | 236,216 | 306,216 | | Bridget Martell, M.A., M.D. | 65,000 | 236,216 | 301,216 | | Steven Salamon | 70,000 | 236,216 | 306,216 | | John Sylvester | 101,419 | 236,216 | 337,635 |
NON-EMPLOYEE DIRECTOR COMPENSATION
(1)Amounts shown in this column do not reflect dollar amounts actually received by non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Commission on February 26, 2026. The Black-Scholes assumptions used were an expected term of 5.2 years, expected volatility 75.62%, and a risk-free interest rate of 4.17%. Our non-employee directors will only realize compensation to the extent the trading price of our Common Stock is greater than the exercise price of such stock options. (2)As of December 31, 2025, the following non-employee directors held options to purchase the following number of shares of our Common Stock:
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Number of Shares Subject to Outstanding Options (#) | | Gil Aharon, Ph.D. | 102,682 | | Elizabeth Czerepak | 102,682 | | Bridget Martell, M.A., M.D. | 45,000 | | Steven Salamon | 102,682 | | John Sylvester | 112,682 |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth the total compensation awarded to, earned by or paid to our named executive officers during the fiscal years ending December 31, 2025 and December 31, 2024.
SUMMARY COMPENSATION TABLE
| Name and Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Gerard Michel | 2025 | 635,707 | 355,000 | 4,774,551 | — | 5,765,258 | | Chief Executive Officer | 2024 | 560,622 | 366,756 | 1,230,036 | — | 2,157,414 | | Vojislav Vukovic | 2025 | 488,000 | 184,000 | 1,383,395 | — | 2,055,395 | | Chief Medical Officer | 2024 | 465,000 | 210,600 | 410,012 | — | 1,085,612 | | Martha Rook | 2025 | 460,833 | 180,000 | 1,383,395 | — | 2,024,228 | | Chief Operating Officer | 2024 | 336,458 | 151,014 | 445,625 | — | 933,097 |
SUMMARY COMPENSATION TABLE
(1)Amounts reported in this column represent annual cash incentive bonuses, which were awarded based on achievement of corporate performance goals for the year indicated. The 2025 cash incentive bonus determinations are described in more detail above under the heading “Annual Incentive Plan”. (2)Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Commission on February 26, 2026. Our named executive officers will only realize compensation to the extent the trading price of our Common Stock is greater than the exercise price of such stock options.
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control Mr. Michel. Under the Michel Employment Agreement, if Mr. Michel is involuntarily terminated by the Company without “Cause” or Mr. Michel resigns with “Good Reason” (each as defined in the Michel Employment Agreement), and Mr. Michel executes a separation agreement in a form supplied by the Company, then (i) the Company will pay Mr. Michel an amount equal to fifteen (15) months of Mr. Michel’s then-current base salary and a pro-rated portion of any earned annual bonus, as determined by the Company at its discretion, subject to required and authorized deductions and withholdings and (ii) if Mr. Michel timely and properly elects health plan continuation coverage under COBRA, the Company will reimburse Mr. Michel in an amount equal to the difference between the monthly COBRA premium paid by Mr. Michel for him and his dependents and the monthly premium amount paid by similarly situated active executives under the Company’s group health plans (“COBRA Benefits”) for a period of fifteen (15) months or until Mr. Michel becomes eligible to receive substantially similar coverage from another employer. In the event Mr. Michel is terminated without Cause or resigns with Good Reason within the three (3) months before or twelve (12) months following a change in control of the Company (the “CIC Period”), (i) the Company will pay Mr. Michel eighteen (18) months of Mr. Michel’s then-current base salary and a pro-rated portion of any earned annual bonus, to be determined at the Company’s discretion and (ii) the Company will provide COBRA Benefits for a period of eighteen (18) months or until Mr. Michel becomes eligible to receive substantially similar coverage from another employer. Additionally, all then-outstanding unvested stock options granted to Mr. Michel during his employment will become fully vested and exercisable upon such termination. Dr. Vukovic. Under the Vukovic Employment Agreement, if Dr. Vukovic is involuntarily terminated by the Company without “Cause” or Dr. Vukovic resigns with “Good Reason” (each as defined in the Vukovic Employment Agreement), and Dr. Vukovic executes a separation agreement in a form supplied by the Company, then (i) the Company will pay Dr. Vukovic an amount equal to twelve (12) months of Dr. Vukovic’s then-current base salary and a pro-rated portion of any earned annual bonus, as determined by the Company at its discretion, subject to required and authorized deductions and withholdings and (ii) if Dr. Vukovic timely and properly elects health plan continuation coverage under COBRA, the Company will provide COBRA Benefits for a period of twelve (12) months or until Dr. Vukovic becomes eligible to receive substantially similar coverage from another employer. In the event Dr. Vukovic is terminated without Cause or resigns with Good Reason within the CIC Period, Dr. Vukovic will be entitled to the payments and benefits described in the immediately preceding sentence and all of the then-outstanding unvested stock options granted to Dr. Vukovic during his employment will become fully vested and exercisable upon such termination. Dr. Rook. Under the Rook Employment Agreement, if Dr. Rook is involuntarily terminated by the Company without “Cause” or Dr. Rook resigns with “Good Reason” (each as defined in the Rook Employment Agreement), and Dr. Rook executes a separation agreement in a form supplied by the Company, then (i) the Company will pay Dr. Rook an amount equal to twelve (12) months of Dr. Rook’s then-current base salary and a pro-rated portion of any earned annual bonus, as determined by the Company at its discretion, subject to required and authorized deductions and withholdings and (ii) if Dr. Rook timely and properly elects health plan continuation coverage under COBRA, the Company will provide COBRA Benefits for a period of twelve (12) months or until Dr. Rook becomes eligible to receive substantially similar coverage from another employer. In the event Dr. Rook is terminated without Cause or resigns with Good Reason within the CIC Period, Dr. Rook will be entitled to the payments and benefits described in the immediately preceding sentence and all of the then-outstanding unvested stock options granted to Dr. Rook during her employment will become fully vested and exercisable upon such termination.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END —2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END —2025 The following table sets forth information concerning unexercised stock options for each named executive officer as of December 31, 2025 that had been granted under the 2020 Plan, unless otherwise noted in the footnotes to this table.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END —2025
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price Per Share ($) | Option Expiration Date | | Gerard Michel | 10/1/2020(2) | 396,000 | — | 11.67 | 10/1/30 | | | 10/1/2020(2) | 51,000 | — | 17.51 | 10/1/30 | | | 10/1/2020(2) | 51,000 | — | 23.34 | 10/1/30 | | | 8/5/2021(3) | 125,000 | — | 10.16 | 8/5/31 | | | 2/8/2022 | 116,137 | — | 7.14 | 2/8/32 | | | 2/8/2023 | 136,500 | 3,900 | 4.67 | 2/8/33 | | | 6/12/2023 | 145,452 | 23,435 | 7.25 | 6/12/33 | | | 2/12/2024 | 192,625 | 108,875 | 4.78 | 2/12/34 | | | 2/7/2025 | 119,174 | 270,826 | 16.25 | 2/7/35 | | Vojislav Vukovic | 6/20/2023(4) | 124,884 | 25,116 | 5.93 | 6/20/33 | | | 2/12/2024 | 22,216 | 36,284 | 4.78 | 2/12/34 | | | 2/7/2025 | 34,529 | 78,471 | 16.25 | 2/7/35 | | Martha Rook | 3/18/2024(5) | 76,406 | 48,594 | 4.18 | 3/18/34 | | | 2/7/2025 | 34,529 | 78,471 | 16.25 | 2/7/35 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END —2025
(1)Unless otherwise noted, option shares vest over three years in equal monthly installments with the first vesting occurring on the grant date. (2)On October 1, 2020, Mr. Michel was granted a nonqualified and non-plan stock option “inducement award” to purchase 498,000 shares of our Common Stock in reliance on Nasdaq Listing Rule 5635(c)(4) pursuant to the terms of a stock option award agreement. The stock option vests ratably over a 36-month period beginning on October 31, 2020 (i.e., 1/36th will vest at the end of each month during said 36-month period), subject to Mr. Michel’s continued service with the Company on each respective vesting date. The exercise price of the stock option is equal to (i) $11.67, the closing trading price per share of our Common Stock on October 1, 2020 as to the first 396,000 option shares to vest, (ii) 1.5 times the closing trading price per share of our Common Stock on October 1, 2020 as to the next 51,000 option shares to vest and (iii) 2.0 times the closing trading price per share of the Company’s Common Stock on October 1, 2020 as to the remaining 51,000 option shares to vest. (3)Four-thirty-sixths (4/36th) of the option shares immediately vested on the grant date and the remaining option shares vest and become exercisable at the rate of one-thirty-sixth (1/36th) per month for the next thirty-two months. (4)On June 20, 2023, Dr. Vukovic was granted a nonqualified and non-plan stock option “inducement award” to purchase 150,000 shares of our Common Stock in reliance on Nasdaq Listing Rule 5635(c)(4) pursuant to the terms of a stock option award agreement. The stock option vests ratably over three years, with 33% vesting on the first anniversary of the grant date and the remaining 66% vesting in equal monthly installments over the next two years, subject to Dr. Vukovic’s continued service with the Company on each respective vesting date. (5)On March 18, 2024, Dr. Rook was granted a nonqualified stock option as an “inducement award” under our 2023 Inducement Plan to purchase 125,000 shares of our Common Stock in reliance on Nasdaq Listing Rule 5635(c)(4) pursuant to the terms of a stock option award agreement. The stock option vests in equal monthly installments over three years, subject to Dr. Rook’s continued service with the Company on each respective vesting date.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
Pay Versus Performance Table As required by Section 953(a) of The Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as defined below, and certain financial performance of the Company.
Pay Versus Performance Table
| Pay Versus Performance | | | | | | | | Year | Summary Compensation Table Total for PEO (1) (3) | Compensation Actually Paid to PEO (1) (2) (5) | Average Summary Compensation Table Total for Non-PEO NEOs (1) (2)(4) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) (6) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (7) | Net Income (Loss) (8) | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | 2025 | $5,765,258 | $3,106,836 | $2,039,812 | $1,268,861 | $280.56 | $2,700,000 | | 2024 | $2,157,414 | $4,876,184 | $1,009,355 | $2,000,353 | $334.44 | $(26,386,000) | | 2023 | $2,520,314 | $2,154,023 | $1,109,506 | $952,501 | $115.56 | $(47,678,000) |
Pay Versus Performance Table
(1)We are a smaller reporting company pursuant to Rule 405 of the Securities Act and as such, we are only required to include information for the past three fiscal years in the table. (2)For each of the three years presented in the above table, Gerard Michel was our Principal Executive Officer (“PEO”). Our Non-PEO Named Executive Officers (“Non-PEO NEOs”) were (i) Vojislav Vukovic and Martha Rook in 2025 and 2024 and (ii) John Purpura, M.S. and Kevin Muir in 2023. (3)The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table above and in the Summary Compensation Table as disclosed in the proxy statements for the applicable years. (4)The dollar amounts reported in column (d) represent the average of the amounts reported for the Non-PEO NEOs as a group for each corresponding year in the “Total” column of the Summary Compensation Table above and in the Summary Compensation Table as disclosed in the proxy statements for the applicable years. (5)For purposes of this table, the compensation actually paid (“Compensation Actually Paid”) to our PEO has been computed in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not reflect the actual amount of compensation earned by or paid to our PEO during 2025. The dollar amounts reported in column (c) for 2025 represent total compensation as reflected in the above Summary Compensation Table for 2025, adjusted as follows:
Pay Versus Performance Table
| | PEO | | | 2025 | | Summary Compensation Table Totals for PEO | $5,765,258 | | Additions (Subtractions) for Equity Awards | | | Stock and Option Award Values Reported in the Summary Compensation Table for the Covered Year | (4,774,551) | | Fair Value at Year-End of Outstanding and Unvested Equity Awards Granted in the Covered Year | 1,575,973 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (329,255) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | 957,410 | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year | (87,999) | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | | Compensation Actually Paid to PEO | $3,106,836 |
Pay Versus Performance Table
(6)The following adjustments were made to average total compensation for the Non-PEO NEOs as a group for 2025 to determine the Compensation Actually Paid, using the same methodology described above in Note 5:
Pay Versus Performance Table
| | Non-PEO NEOs (Average) | | | 2025 | | Summary Compensation Table Totals for Non-PEO NEOs | $2,039,812 | | Additions (Subtractions) for Equity Awards | | | Stock and Option Award Values Reported in the Summary Compensation Table for the Covered Year | (1,383,396) | | Average Fair Value at Year-End of Outstanding and Unvested Equity Awards Granted in the Covered Year | 456,633 | | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (128,448) | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | 277,396 | | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year | 6,864 | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | | Compensation Actually Paid to Non-PEO NEOs | $1,268,861 |
Pay Versus Performance Table
(7)Cumulative Total Shareholder Return (“TSR”) represents the return on a fixed investment of $100 in our Common Stock for the period beginning on the last trading day of 2022 through the last trading day of the applicable fiscal year. (8)The dollar amounts reported in this column represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable fiscal year.
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. l
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss) We commercially launched the HEPZATO KIT in January 2024 and prior to that we incurred expenses related to completing the FOCUS clinical trial and preparing for commercialization of the HEPZATO KIT. We have incurred net losses every year prior to 2025. Consequently, we have not looked to our net loss as a performance measure for our executive compensation program. Moreover, we do not believe there is any meaningful relationship between our net loss and Compensation Actually Paid to our named executive officers during the periods presented. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.